Common use of Future Advances Clause in Contracts

Future Advances. (a) Upon an Obligor request for a Future Advance with respect to any Future Advance Mortgage Asset, the Issuer shall within two (2) Business Days thereof provide notice thereof to the Collateral Agent, the Loan Agent, the Servicer and the Class A Lender. In the event that the Issuer, as holder of a Future Advance Mortgage Asset, is required make a Future Advance under the related Mortgage Asset Documents to the related Obligor under such Mortgage Asset, the Issuer shall provide notice thereof to the Collateral Agent, the Loan Agent, the Servicer and the Class A Lender. Such notice of a required Future Advance shall identify the related Future Advance Mortgage Asset and shall include the intended Additional Funding Date (if applicable), a description of how the related Obligor has satisfied the applicable funding conditions in the related Mortgage Asset Documents and the then current principal balance of such Future Advance Mortgage Asset. Such notice shall also include copies of all documentation submitted by the related Obligor in connection with the applicable Future Advance. The Issuer shall provide the Class A Lender with any additional information as the Class A Lender shall reasonably request regarding such proposed Future Advance. No Additional Funding Date (if applicable) related to such Future Advance shall be sooner than ten (10) Business Days’ after the Class A Lender’s receipt of all requested information regarding the requested Future Advance (it being acknowledged that Class A Lender may agree to a shorter period on a case-by-case basis). (b) In the event that there are sufficient Permitted Principal Proceeds on deposit in the Replenishment Reserve Account to fund the entirety of any such Future Advance for which Issuer has provided notice in accordance with Section 12.3(a) above, the Issuer shall fund such Future Advance with funds on deposit in the Replenishment Reserve Account, subject to the satisfaction of the Future Advance Funding Conditions. (c) Solely in the event that Permitted Principal Proceeds on deposit in the Replenishment Reserve Account are insufficient to fund the entirety of any such Future Advance for which Issuer has provided notice in accordance with Section 12.3(a) above, (i) the Issuer shall fund such Future Advance to the extent of all Permitted Principal Proceeds on deposit in the Replenishment Reserve Account in accordance with Section 12.3(b) above and (ii) the Class A Lender shall make an Additional Class A Loan on such Additional Funding Date on account of such Future Advance in an amount equal to the applicable Class A Loan Additional Funding Amount for such Future Advance (either in its entirely or in part on account of the application of Permitted Principal Proceeds (if any) from the Replenishment Reserve Account) pursuant to and in accordance with Section 16.1 and 16.2 (for the avoidance of doubt, Issuer hereby agrees that each Class A Lender shall severally advance its pro rata share (based on its ratable portion of the Aggregate Outstanding Amount of the Class A Loan as identified on the Class A Loan Register) of such Additional Class A Loan pursuant to this Indenture and Credit Agreement), provided that, in each case: (i) the Future Advance Funding Conditions are satisfied; (ii) the Holder of the Class B Notes has contributed the applicable Class B Note Additional Funding Amount for such Future Advance; (iii) solely with respect to an Additional Class A Loan to be made by Class A Lender in its sole and absolute discretion, the Class A Lender approves such Additional Class A Loan in its sole and absolute discretion (other than in the case of the Committed Additional Class A Loan); and (iv) receipt by the Class A Lender of the Additional Class A Loan Fee. (d) Upon satisfaction of the conditions set forth in Sections 12.3(a) and (c), the Class A Lender shall fund such Additional Class A Loan to or at the direction of the Issuer. Upon the making such Additional Class A Loan, the Issuer shall provide notice thereof to the Collateral Agent and the Loan Agent and the Aggregate Outstanding Amount of the Class A Loan shall be increased by the Class A Loan Additional Funding Amount. (e) If the Class A Lender elects (in its sole and absolute discretion) to make an Additional Class A Loan in accordance with Section 16.1(b) to allow the Issuer to fund any Future Advance with respect to any Future Advance Mortgage Asset, the Issuer shall use the proceeds of such Additional Class A Loan together with amounts funded or contributed by the Holder of the Class B Notes or withdrawn from the Replenishment Reserve Account to fund such Future Advance. The Class A Lender may (in its sole and absolute discretion) impose conditions (in addition to those specified in Section 12.3(a)) to the making of any applicable Additional Class A Loan as it deems appropriate. The Aggregate Outstanding Amount of the Class B Notes shall be increased by an amount equal to (i) the principal amount of such Future Advance made by the Issuer pursuant to this Section 12.3(e), if any, as of the date of the related acquisition minus (ii) the amount of any Additional Class A Loan (and the amount withdrawn from the Replenishment Reserve Account) related to the funding of such Future Advance. (f) The Issuer acknowledges and agrees that, with respect to any Future Advance Mortgage Asset for which (i) Permitted Principal Proceeds on deposit in the Replenishment Reserve Account are insufficient to fund (in whole or in part) such Future Advance because the conditions set forth in Sections 12.3(a) and (b) are not satisfied or otherwise or (ii) the Class A Lender does not advance any Additional Class A Loan to fund such Future Advance hereunder because the conditions set forth in Sections 12.3(a) and (c) are not satisfied or otherwise, the Issuer shall advance, as and when required under the related Mortgage Asset Documents, any and all Future Advances required thereunder. In connection therewith, the Holder of the Class B Notes shall contribute Cash to the Issuer in an amount equal to the applicable Class B Note Additional Funding Amount in order to ensure that the Issuer has sufficient Cash to fund such all such Future Advances in full, in which case the Issuer shall provide notice thereof to the Collateral Agent and the Loan Agent and the Class B Note shall be increased by the applicable Class B Note Additional Funding Amount. In the event that the conditions set forth in Sections 12.3(a) and (c) are later satisfied with respect to a Future Advance and the Class A Lender makes an Additional Class A Loan in accordance with Section 12.3(c) and (d) hereof, the Issuer shall provide notice thereof to the Collateral Agent and the Loan Agent and the Class B Note shall be reduced by the applicable Class A Loan Additional Funding Amount for such Future Advance.

Future Advances. (a) Upon an Obligor request for a Future Advance with respect In order to any Future Advance Mortgage Assetmore conveniently administer the Loans, the Issuer shall within two (2) Business Days thereof provide notice thereof Administrative Agent may, unless notified to the Collateral Agentcontrary by any Bank prior to the date upon which any Revolving Credit Loan is to be made, assume that such Bank has made available to the Administrative Agent on such date the amount of such Bank's share of such Revolving Credit Loan Agentto be made on such date as provided in this Agreement, the Servicer and the Class A Lender. In the event that the IssuerAdministrative Agent may (but it shall not be required to), as holder of a Future Advance Mortgage Assetin reliance upon such assumption, is required make a Future Advance under the related Mortgage Asset Documents available to the related Obligor under such Mortgage Asset, the Issuer shall provide notice thereof Borrower a corresponding amount. If any Bank makes available to the Collateral Agent, the Loan Agent, the Servicer and the Class A Lender. Such notice of Administrative Agent such amount on a required Future Advance shall identify the related Future Advance Mortgage Asset and shall include the intended Additional Funding Date (if applicable), a description of how the related Obligor has satisfied the applicable funding conditions in the related Mortgage Asset Documents and the then current principal balance of such Future Advance Mortgage Asset. Such notice shall also include copies of all documentation submitted by the related Obligor in connection with the applicable Future Advance. The Issuer shall provide the Class A Lender with any additional information as the Class A Lender shall reasonably request regarding such proposed Future Advance. No Additional Funding Date (if applicable) related to such Future Advance shall be sooner than ten (10) Business Days’ date after the Class A Lender’s receipt of all requested information regarding date upon which the requested Future Advance (it being acknowledged that Class A Lender may agree to a shorter period on a case-by-case basis). (b) In the event that there are sufficient Permitted Principal Proceeds on deposit in the Replenishment Reserve Account to fund the entirety of any Revolving Credit Loan is made, such Future Advance for which Issuer has provided notice in accordance with Section 12.3(a) above, the Issuer Bank shall fund such Future Advance with funds on deposit in the Replenishment Reserve Account, subject pay to the satisfaction of the Future Advance Funding Conditions. (c) Solely in the event that Permitted Principal Proceeds Administrative Agent on deposit in the Replenishment Reserve Account are insufficient to fund the entirety of any such Future Advance for which Issuer has provided notice in accordance with Section 12.3(a) above, (i) the Issuer shall fund such Future Advance to the extent of all Permitted Principal Proceeds on deposit in the Replenishment Reserve Account in accordance with Section 12.3(b) above and (ii) the Class A Lender shall make an Additional Class A Loan on such Additional Funding Date on account of such Future Advance in demand an amount equal to the applicable Class A Loan Additional Funding Amount for such Future Advance (either in its entirely or in part on account product of the application of Permitted Principal Proceeds (if any) from the Replenishment Reserve Account) pursuant to and in accordance with Section 16.1 and 16.2 (for the avoidance of doubt, Issuer hereby agrees that each Class A Lender shall severally advance its pro rata share (based on its ratable portion of the Aggregate Outstanding Amount of the Class A Loan as identified on the Class A Loan Register) of such Additional Class A Loan pursuant to this Indenture and Credit Agreement), provided that, in each case: (i) the Future Advance Funding Conditions are satisfied; (ii) average computed for the Holder of the Class B Notes has contributed the applicable Class B Note Additional Funding Amount for such Future Advance; period referred to in clause (iii) solely with respect to an Additional Class A Loan to be made by Class A Lender in its sole and absolute discretionbelow, the Class A Lender approves such Additional Class A Loan in its sole and absolute discretion (other than in the case of the Committed Additional Class A Loan); and (iv) receipt weighted average interest rate paid by the Class A Lender of the Additional Class A Loan Fee. (d) Upon satisfaction of the conditions set forth in Sections 12.3(a) and (c), the Class A Lender shall fund such Additional Class A Loan to or at the direction of the Issuer. Upon the making such Additional Class A Loan, the Issuer shall provide notice thereof to the Collateral Administrative Agent and the Loan Agent and the Aggregate Outstanding Amount of the Class A Loan shall be increased for federal funds acquired by the Class A Loan Additional Funding Amount. (e) If the Class A Lender elects (Administrative Agent during each day included in its sole and absolute discretion) to make an Additional Class A Loan in accordance with Section 16.1(b) to allow the Issuer to fund any Future Advance with respect to any Future Advance Mortgage Assetsuch period, the Issuer shall use the proceeds of such Additional Class A Loan together with amounts funded or contributed multiplied by the Holder of the Class B Notes or withdrawn from the Replenishment Reserve Account to fund such Future Advance. The Class A Lender may (in its sole and absolute discretion) impose conditions (in addition to those specified in Section 12.3(a)) to the making of any applicable Additional Class A Loan as it deems appropriate. The Aggregate Outstanding Amount of the Class B Notes shall be increased by an amount equal to (i) the principal amount of such Future Advance made by the Issuer pursuant to this Section 12.3(e), if any, as of the date of the related acquisition minus (ii) the amount of any Additional Class A such Bank's share of such Revolving Credit Loan, multiplied by (iii) a fraction, the numerator of which is the number of days that elapsed from and including such date to the date on which the amount of such Bank's share of such Revolving Credit Loan (shall become immediately available to the Administrative Agent, and the amount withdrawn from denominator of which is 360 or 365, as applicable. A statement of the Replenishment Reserve Account) related Administrative Agent submitted to the funding of such Future Advance. (f) The Issuer acknowledges and agrees that, Bank with respect to any Future Advance Mortgage Asset for which (i) Permitted Principal Proceeds on deposit in amounts owing under this subsection shall be prima facie evidence of the Replenishment Reserve Account are insufficient amount due and owing to fund (in whole or in part) the Administrative Agent by such Future Advance because the conditions set forth in Sections 12.3(a) and Bank. (b) are not satisfied or otherwise or (ii) the Class A Lender does not advance The Administrative Agent may at any Additional Class A time, in its sole discretion, upon notice to any Bank, refuse to make any Revolving Credit Loan to fund the Borrower on behalf of such Future Advance hereunder because the conditions set forth in Sections 12.3(a) and (c) are not satisfied or otherwise, the Issuer Bank unless such Bank shall advance, as and when required under the related Mortgage Asset Documents, any and all Future Advances required thereunder. In connection therewith, the Holder of the Class B Notes shall contribute Cash have provided to the Issuer in an amount Administrative Agent immediately available federal funds equal to the applicable Class B Note Additional Funding Amount in order to ensure that the Issuer has sufficient Cash to fund such all Bank's share of such Future Advances in full, in which case the Issuer shall provide notice thereof to the Collateral Agent and the Loan Agent and the Class B Note shall be increased by the applicable Class B Note Additional Funding Amount. In the event that the conditions set forth in Sections 12.3(a) and (c) are later satisfied with respect to a Future Advance and the Class A Lender makes an Additional Class A Revolving Credit Loan in accordance with Section 12.3(cthis Agreement. (c) and (d) hereofAnything in this Agreement to the contrary notwithstanding, the Issuer obligations to make Loans under the terms of this Agreement shall provide notice thereof be the several and not joint obligation of each of the Banks and any advances made by the Administrative Agent on behalf of any Bank are strictly for the administrative convenience of the parties and shall in no way diminish any Bank's liability to repay the Administrative Agent for such Loans and advances. If the amount of any Bank's share of any Revolving Credit Loan which the Administrative Agent has advanced to the Collateral Borrower is not made available to the Administrative Agent and by such Bank within 1 Business Day following the date upon which such Revolving Credit Loan is made, the Administrative Agent and the Class B Note shall be reduced by entitled to recover such amount from the Borrower on demand, with interest thereon at the rate per annum applicable Class A Loan Additional Funding Amount for to the Revolving Credit Loans made on such Future Advancedate.

Future Advances. (a) Upon an Obligor request for a Future Advance with respect In order to any Future Advance Mortgage Assetmore conveniently administer the Revolving Loans, Fleet, Key and Sovereign do hereby authorize the Issuer shall within two (2) Business Days thereof provide notice thereof Agent and Citizens to the Collateral Agent, the Loan Agent, the Servicer make all Revolving Loans and the Class A Lender. In the event that the Issuer, as holder of a Future Advance Mortgage Asset, is required make a Future Advance under the related Mortgage Asset Documents to the related Obligor under such Mortgage Asset, the Issuer shall provide notice thereof to the Collateral Agent, the Loan Agent, the Servicer and the Class A Lender. Such notice of a required Future Advance shall identify the related Future Advance Mortgage Asset and shall include the intended Additional Funding Date (if applicable), a description of how the related Obligor has satisfied the applicable funding conditions in the related Mortgage Asset Documents and the then current principal balance of such Future Advance Mortgage Asset. Such notice shall also include copies of all documentation submitted by the related Obligor in connection with the applicable Future Advance. The Issuer shall provide the Class A Lender with any additional information as the Class A Lender shall reasonably request regarding such proposed Future Advance. No Additional Funding Date (if applicable) related to such Future Advance shall be sooner than ten (10) Business Days’ after the Class A Lender’s receipt of all requested information regarding the requested Future Advance (it being acknowledged that Class A Lender may agree to a shorter period on a case-by-case basis). (b) In the event that there are sufficient Permitted Principal Proceeds on deposit in the Replenishment Reserve Account to fund the entirety of any such Future Advance for which Issuer has provided notice in accordance with Section 12.3(a) above, the Issuer shall fund such Future Advance with funds on deposit in the Replenishment Reserve Accountadvances, subject to the satisfaction terms and conditions of this Agreement, to the Borrowers, which are requested by the Borrowers on any Business Day. Fleet, Key and Sovereign do hereby further irrevocably agree, whether or not this Agreement has been terminated, an Event of Default has occurred, the Agent has accelerated the Obligations or the Agent is proceeding to liquidate any collateral, to transfer to the Agent on the last Business Day of each week, if not already transferred, sufficient immediately available federal funds to reimburse Citizens for Fleet, Key and Sovereign’s respective Commitment Percentages of all Revolving Loans and other advances made during such weekly period after taking into account payments received by the Agent; provided, however, that upon the request of the Future Advance Funding Conditions. (c) Solely in the event that Permitted Principal Proceeds on deposit in the Replenishment Reserve Account are insufficient to fund the entirety of any Agent, such Future Advance for which Issuer has provided notice in accordance with Section 12.3(a) above, (i) the Issuer reimbursement shall fund such Future Advance to the extent of all Permitted Principal Proceeds on deposit in the Replenishment Reserve Account in accordance with Section 12.3(b) above and (ii) the Class A Lender shall make an Additional Class A Loan on such Additional Funding Date on account of such Future Advance in an amount equal to the applicable Class A Loan Additional Funding Amount for such Future Advance (either in its entirely or in part on account of the application of Permitted Principal Proceeds (if any) from the Replenishment Reserve Account) pursuant to and in accordance with Section 16.1 and 16.2 (for the avoidance of doubt, Issuer hereby agrees that each Class A Lender shall severally advance its pro rata share (based on its ratable portion of the Aggregate Outstanding Amount of the Class A Loan as identified on the Class A Loan Register) of such Additional Class A Loan pursuant to this Indenture and Credit Agreement), provided that, in each case: (i) the Future Advance Funding Conditions are satisfied; (ii) the Holder of the Class B Notes has contributed the applicable Class B Note Additional Funding Amount for such Future Advance; (iii) solely with respect to an Additional Class A Loan also be required to be made by Class A Lender in its sole Fleet, Key and absolute discretion, Sovereign at the Class A Lender approves such Additional Class A Loan in its sole end of any fiscal quarter and absolute discretion (other than in the case fiscal year of the Committed Additional Class A Loan); and (iv) receipt Borrowers. Any payments made by the Class A Lender Agent on behalf of any Borrower shall constitute Revolving Loans or other advances initially made by the Agent at such time as such funds are actually provided, or such payments are made, by the Agent. All Revolving Loans and other advances made by the Agent on behalf of Fleet, Key and Sovereign shall be, for purposes of interest income and other charges, considered loans from Fleet, Key and Sovereign to the Borrowers at such time as the Agent receives from Fleet, Key and Sovereign funds as provided in this Section 8.3, and prior to such time such Revolving Loans and advances shall be considered, for purposes of interest income and other charges, loans from Citizens. The Agent may at any time upon notice to Fleet, Key and Sovereign (i) refuse to make Revolving Loans and advances on behalf of Fleet, Key and Sovereign unless Fleet, Key and Sovereign shall have provided to the Agent immediately available federal funds sufficient to cause the outstanding Revolving Loans to equal each of the Additional Class A Loan Fee. Banks’ respective Commitment Percentage; (dii) Upon satisfaction of the conditions set forth in Sections 12.3(a) require Fleet, Key and (c), the Class A Lender shall fund such Additional Class A Loan to or at the direction of the Issuer. Upon the making such Additional Class A Loan, the Issuer shall provide notice thereof to the Collateral Agent and the Loan Agent and the Aggregate Outstanding Amount of the Class A Loan shall be increased by the Class A Loan Additional Funding Amount. (e) If the Class A Lender elects (in its sole and absolute discretion) to make an Additional Class A Loan in accordance with Section 16.1(b) to allow the Issuer to fund any Future Advance with respect to any Future Advance Mortgage Asset, the Issuer shall use the proceeds of such Additional Class A Loan together with amounts funded or contributed by the Holder of the Class B Notes or withdrawn from the Replenishment Reserve Account Sovereign to fund such Future Advance. The Class A Lender may (in its sole Revolving Loans and absolute discretion) impose conditions (in addition to those specified in Section 12.3(a)) advances before making such Revolving Loans and advances to the making of any applicable Additional Class A Loan as it deems appropriate. The Aggregate Outstanding Amount Borrower requesting the same; or (iii) require that Fleet, Key and Sovereign immediately transfer to the Agent on each Business Day immediately available federal funds sufficient to cause the outstanding Revolving Loans to equal each of the Class B Notes Banks’ respective Commitment Percentage. Notwithstanding the provisions hereof, the obligations to make Revolving Loans and advances under the terms of this Agreement shall be increased by an amount equal to (i) the principal amount several and not joint obligation of such Future Advance Fleet, Key, Sovereign and Citizens, and any advances made by the Issuer pursuant to this Section 12.3(e)Agent on behalf of Fleet, if any, as Key and Sovereign are strictly for the administrative convenience of the date of the related acquisition minus (ii) the amount of any Additional Class A Loan (parties and the amount withdrawn from the Replenishment Reserve Account) related shall in no way diminish Fleet, Key and Sovereign’s liability to the funding of such Future Advance. (f) The Issuer acknowledges and agrees that, with respect to any Future Advance Mortgage Asset for which (i) Permitted Principal Proceeds on deposit in the Replenishment Reserve Account are insufficient to fund (in whole or in part) such Future Advance because the conditions set forth in Sections 12.3(a) and (b) are not satisfied or otherwise or (ii) the Class A Lender does not advance any Additional Class A Loan to fund such Future Advance hereunder because the conditions set forth in Sections 12.3(a) and (c) are not satisfied or otherwise, the Issuer shall advance, as and when required under the related Mortgage Asset Documents, any and all Future Advances required thereunder. In connection therewith, the Holder of the Class B Notes shall contribute Cash to the Issuer in an amount equal to the applicable Class B Note Additional Funding Amount in order to ensure that the Issuer has sufficient Cash to fund such all such Future Advances in full, in which case the Issuer shall provide notice thereof to the Collateral Agent and Citizens to repay the Loan Agent and the Class B Note shall be increased by the applicable Class B Note Additional Funding Amount. In the event that the conditions set forth in Sections 12.3(a) and (c) are later satisfied with respect to a Future Advance and the Class A Lender makes an Additional Class A Loan in accordance with Section 12.3(c) and (d) hereof, the Issuer shall provide notice thereof to the Collateral Agent and the Loan Agent and the Class B Note shall be reduced by the applicable Class A Loan Additional Funding Amount for such Future AdvanceRevolving Loans and advances.

Future Advances. (a) Upon an Obligor request for a Future Advance with respect In order to any Future Advance Mortgage Assetmore conveniently administer the Revolving Loans, FNBB does hereby authorize the Issuer shall within two (2) Business Days thereof provide notice thereof Agent and SSB to the Collateral Agent, the Loan Agent, the Servicer make all Revolving Loans and the Class A Lender. In the event that the Issuer, as holder of a Future Advance Mortgage Asset, is required make a Future Advance under the related Mortgage Asset Documents to the related Obligor under such Mortgage Asset, the Issuer shall provide notice thereof to the Collateral Agent, the Loan Agent, the Servicer and the Class A Lender. Such notice of a required Future Advance shall identify the related Future Advance Mortgage Asset and shall include the intended Additional Funding Date (if applicable), a description of how the related Obligor has satisfied the applicable funding conditions in the related Mortgage Asset Documents and the then current principal balance of such Future Advance Mortgage Asset. Such notice shall also include copies of all documentation submitted by the related Obligor in connection with the applicable Future Advance. The Issuer shall provide the Class A Lender with any additional information as the Class A Lender shall reasonably request regarding such proposed Future Advance. No Additional Funding Date (if applicable) related to such Future Advance shall be sooner than ten (10) Business Days’ after the Class A Lender’s receipt of all requested information regarding the requested Future Advance (it being acknowledged that Class A Lender may agree to a shorter period on a case-by-case basis). (b) In the event that there are sufficient Permitted Principal Proceeds on deposit in the Replenishment Reserve Account to fund the entirety of any such Future Advance for which Issuer has provided notice in accordance with Section 12.3(a) above, the Issuer shall fund such Future Advance with funds on deposit in the Replenishment Reserve Accountadvances, subject to the satisfaction terms and conditions of this Agreement, to the Future Advance Funding Conditions. (c) Solely in Borrowers, which are requested by the event that Permitted Principal Proceeds Borrowers on deposit in any Business Day. FNBB does hereby further irrevocably agree, whether or not this Agreement has been terminated, an Event of Default has occurred, the Replenishment Reserve Account are insufficient Agent has accelerated the Obligations or the Agent is proceeding to fund liquidate any collateral, to transfer to the entirety Agent on each Business Day, if not already transferred, sufficient immediately available federal funds to reimburse SSB for FNBB's respective Commitment Percentage of all Revolving Loans and other advances made during such Business Day after taking into account payments received by the Agent. Any payments made by the Agent on behalf of any Borrower shall constitute Revolving Loans initially made by the Agent at such Future Advance time as such funds are actually provided, or such payments are made, by the Agent. All Revolving Loans and other advances made by the Agent on behalf of FNBB shall be, for which Issuer has purposes of interest income and other charges, considered loans from FNBB to the Borrowers at such time as the Agent receives from FNBB funds as provided in this Section 8.3, and prior to such time such Revolving Loans and advances shall be considered, for purposes of interest income and other charges, loans from SSB. The Agent may at any time upon notice in accordance with Section 12.3(a) above, to FNBB (i) the Issuer refuse to make Revolving Loans and advances on behalf of FNBB unless FNBB shall fund such Future Advance have provided to the extent Agent immediately available federal funds sufficient to cause the outstanding Revolving Loans to equal each of all Permitted Principal Proceeds on deposit in the Replenishment Reserve Account in accordance with Section 12.3(b) above and Banks' respective Commitment Percentage; (ii) the Class A Lender shall make an Additional Class A Loan on require FNBB to fund such Additional Funding Date on account of Revolving Loans and advances before making such Future Advance in an amount equal Revolving Loans and advances to the applicable Class A Loan Additional Funding Amount for such Future Advance (either in its entirely Borrower requesting the same; or in part on account of the application of Permitted Principal Proceeds (if any) from the Replenishment Reserve Account) pursuant to and in accordance with Section 16.1 and 16.2 (for the avoidance of doubt, Issuer hereby agrees that each Class A Lender shall severally advance its pro rata share (based on its ratable portion of the Aggregate Outstanding Amount of the Class A Loan as identified on the Class A Loan Register) of such Additional Class A Loan pursuant to this Indenture and Credit Agreement), provided that, in each case: (i) the Future Advance Funding Conditions are satisfied; (ii) the Holder of the Class B Notes has contributed the applicable Class B Note Additional Funding Amount for such Future Advance; (iii) solely with respect require that FNBB immediately transfer to an Additional Class A Loan the Agent on each Business Day immediately available federal funds sufficient to be made by Class A Lender in its sole and absolute discretioncause the outstanding Revolving Loans to equal each of the Banks' respective Commitment Percentage. Notwithstanding the provisions hereof, the Class A Lender approves such Additional Class A Loan in its sole obligations to make Revolving Loans and absolute discretion (other than in advances under the case terms of the Committed Additional Class A Loan); and (iv) receipt by the Class A Lender of the Additional Class A Loan Fee. (d) Upon satisfaction of the conditions set forth in Sections 12.3(a) and (c), the Class A Lender shall fund such Additional Class A Loan to or at the direction of the Issuer. Upon the making such Additional Class A Loan, the Issuer shall provide notice thereof to the Collateral Agent and the Loan Agent and the Aggregate Outstanding Amount of the Class A Loan this Agreement shall be increased by the Class A Loan Additional Funding Amount. (e) If the Class A Lender elects (in its sole several and absolute discretion) to make an Additional Class A Loan in accordance with Section 16.1(b) to allow the Issuer to fund not joint obligation of FNBB and SSB, and any Future Advance with respect to any Future Advance Mortgage Asset, the Issuer shall use the proceeds of such Additional Class A Loan together with amounts funded or contributed by the Holder of the Class B Notes or withdrawn from the Replenishment Reserve Account to fund such Future Advance. The Class A Lender may (in its sole and absolute discretion) impose conditions (in addition to those specified in Section 12.3(a)) to the making of any applicable Additional Class A Loan as it deems appropriate. The Aggregate Outstanding Amount of the Class B Notes shall be increased by an amount equal to (i) the principal amount of such Future Advance advances made by the Issuer pursuant to this Section 12.3(e), if any, as Agent on behalf of FNBB are strictly for the administrative convenience of the date of the related acquisition minus (ii) the amount of any Additional Class A Loan (parties and the amount withdrawn from the Replenishment Reserve Account) related shall in no way diminish FNBB's liability to the funding of such Future Advance. (f) The Issuer acknowledges and agrees that, with respect to any Future Advance Mortgage Asset for which (i) Permitted Principal Proceeds on deposit in the Replenishment Reserve Account are insufficient to fund (in whole or in part) such Future Advance because the conditions set forth in Sections 12.3(a) and (b) are not satisfied or otherwise or (ii) the Class A Lender does not advance any Additional Class A Loan to fund such Future Advance hereunder because the conditions set forth in Sections 12.3(a) and (c) are not satisfied or otherwise, the Issuer shall advance, as and when required under the related Mortgage Asset Documents, any and all Future Advances required thereunder. In connection therewith, the Holder of the Class B Notes shall contribute Cash to the Issuer in an amount equal to the applicable Class B Note Additional Funding Amount in order to ensure that the Issuer has sufficient Cash to fund such all such Future Advances in full, in which case the Issuer shall provide notice thereof to the Collateral Agent and SSB to repay the Loan Agent and the Class B Note shall be increased by the applicable Class B Note Additional Funding Amount. In the event that the conditions set forth in Sections 12.3(a) and (c) are later satisfied with respect to a Future Advance and the Class A Lender makes an Additional Class A Loan in accordance with Section 12.3(c) and (d) hereof, the Issuer shall provide notice thereof to the Collateral Agent and the Loan Agent and the Class B Note shall be reduced by the applicable Class A Loan Additional Funding Amount for such Future AdvanceRevolving Loans and advances.

Future Advances. (a) Upon an Obligor request for a Future Advance with respect This Deed of Trust is given partly to any Future Advance Mortgage Assetsecure, the Issuer shall within two (2) Business Days thereof provide notice thereof and hereby secures, all future advances and obligations of Grantor to Beneficiary, incurred or to be incurred pursuant to the Collateral Agentterms of the Note and this Deed of Trust, including, but not limited to all advances: (i) made for the payment of taxes, assessments, maintenance charges, insurance premiums, or costs similar or dissimilar; (ii) incurred for the protection of the Mortgaged Property or for the lien of this Deed of Trust and (iii) incurred as expenses by Beneficiary by reason of default by Grantor. This Deed of Trust shall extend to and secure any additional loans made by Beneficiary to Grantor at any time or times hereafter. The total amount of obligations and advances secured hereby may decrease or increase from time to time, but at no time shall the total principal amount of obligations and advances secured hereby, not including sums expended or incurred for the reasonable protection of the security interest hereby created in the Mortgaged Property, exceed the sum of $13,725,000.00. Such amount does not in any way imply that Beneficiary is obligated to make any future advances to Grantor at any time unless specifically so provided in the Loan Agent, Agreement or any of the Servicer and the Class A Lenderother Loan Documents. In the event that the Issuer, as holder of a Future Advance Mortgage Asset, is required make a Future Advance under the related Mortgage Asset Documents to the related Obligor under such Mortgage Asset, the Issuer shall provide notice thereof to the Collateral Agent, the Loan Agent, the Servicer and the Class A Lender. Such notice of a required Future Advance shall identify the related Future Advance Mortgage Asset and shall include the intended Additional Funding Date (if applicable), a description of how the related Obligor has satisfied the applicable funding conditions All remedies available for default in the related Note or in this Mortgage Asset Documents and the then current principal balance of such Future Advance Mortgage Asset. Such notice shall also include copies of all documentation submitted by the related Obligor in connection with the applicable Future Advance. The Issuer shall provide the Class A Lender with any additional information as the Class A Lender shall reasonably request regarding such proposed Future Advance. No Additional Funding Date (if applicable) related to such Future Advance shall be sooner than ten (10) Business Days’ after available to enforce such other obligations, indebtedness and liabilities upon default in any of the Class A Lender’s receipt of all requested information regarding the requested Future Advance (it being acknowledged that Class A Lender may agree to a shorter period on a case-by-case basis)same. (b) In the event that there are sufficient Permitted Principal Proceeds on deposit in the Replenishment Reserve Account to fund the entirety of any such Future Advance for which Issuer has provided notice in accordance with Section 12.3(a) aboveGrantor hereby covenants and agrees, the Issuer shall fund such Future Advance with funds on deposit in the Replenishment Reserve Account, subject to the satisfaction extent that it may lawfully do so, that it will not at any time (a) give any notice by which Grantor elects to terminate the operation of this Deed of Trust as security for future advances or future obligations made or incurred after the Future Advance Funding Conditions. date Beneficiary receives such notice, or (cb) Solely take any other action for the purpose of limiting or attempting to limit the operation of this Deed of Trust as such security. Notwithstanding the foregoing, Grantor agrees that in the event it shall take or cause or permit to be taken any action or give or cause or permit to be given any notice in violation of the preceding sentence, then (without limiting any other right or remedy available to Beneficiary upon the occurrence of an Event of Default hereunder) it is agreed that Permitted Principal Proceeds on deposit in the Replenishment Reserve Account are insufficient to fund the entirety Beneficiary shall be fully released from and relieved of any such Future Advance for which Issuer has provided notice in accordance with Section 12.3(a) above, (i) the Issuer shall fund such Future Advance to the extent of all Permitted Principal Proceeds on deposit in the Replenishment Reserve Account in accordance with Section 12.3(b) above and (ii) the Class A Lender shall make an Additional Class A Loan on such Additional Funding Date on account of such Future Advance in an amount equal to the applicable Class A Loan Additional Funding Amount for such Future Advance (either in its entirely or in part on account of the application of Permitted Principal Proceeds obligation (if any) from the Replenishment Reserve Account) pursuant to and in accordance with Section 16.1 and 16.2 (for the avoidance of doubt, Issuer hereby agrees that each Class A Lender shall severally advance its pro rata share (based on its ratable portion of the Aggregate Outstanding Amount of the Class A Loan as identified on the Class A Loan Register) of such Additional Class A Loan pursuant to this Indenture and Credit Agreement), provided that, in each case: (i) the Future Advance Funding Conditions are satisfied; (ii) the Holder of the Class B Notes has contributed the applicable Class B Note Additional Funding Amount for such Future Advance; (iii) solely with respect to an Additional Class A Loan to be made by Class A Lender in its sole and absolute discretion, the Class A Lender approves such Additional Class A Loan in its sole and absolute discretion (other than in the case of the Committed Additional Class A Loan); and (iv) receipt by the Class A Lender of the Additional Class A Loan Fee. (d) Upon satisfaction of the conditions set forth in Sections 12.3(a) and (c), the Class A Lender shall fund such Additional Class A Loan to or at the direction of the Issuer. Upon the making such Additional Class A Loan, the Issuer shall provide notice thereof to the Collateral Agent and the Loan Agent and the Aggregate Outstanding Amount of the Class A Loan shall be increased by the Class A Loan Additional Funding Amount. (e) If the Class A Lender elects (in its sole and absolute discretion) to make an Additional Class A Loan in accordance with Section 16.1(b) to allow the Issuer to fund any Future Advance with respect to any Future Advance Mortgage Asset, the Issuer shall use the proceeds of such Additional Class A Loan together with amounts funded or contributed by the Holder of the Class B Notes or withdrawn from the Replenishment Reserve Account to fund such Future Advance. The Class A Lender may (in its sole and absolute discretion) impose conditions (in addition to those specified in Section 12.3(a)) to the making of any applicable Additional Class A Loan as it deems appropriate. The Aggregate Outstanding Amount of the Class B Notes shall be increased by an amount equal to (i) the principal amount of such Future Advance made by the Issuer pursuant to this Section 12.3(e), if any, as of the date of the related acquisition minus (ii) the amount of any Additional Class A Loan (and the amount withdrawn from the Replenishment Reserve Account) related to the funding of such Future Advance. (f) The Issuer acknowledges and agrees that, with respect to any Future Advance Mortgage Asset for which (i) Permitted Principal Proceeds on deposit in the Replenishment Reserve Account are insufficient to fund (in whole or in part) such Future Advance because the conditions set forth in Sections 12.3(a) and (b) are not satisfied or otherwise or (ii) the Class A Lender does not thereafter advance any Additional Class A Loan to fund such Future Advance hereunder because the conditions set forth in Sections 12.3(a) and (c) are not satisfied or otherwise, the Issuer shall advance, as and when required amounts under the related Mortgage Asset Note, this Deed of Trust or the other Loan Documents, any and all Future Advances required thereunder. In connection therewith, the Holder of the Class B Notes shall contribute Cash to the Issuer in an amount equal to the applicable Class B Note Additional Funding Amount in order to ensure that the Issuer has sufficient Cash to fund such all such Future Advances in full, in which case the Issuer shall provide notice thereof to the Collateral Agent and the Loan Agent and the Class B Note shall be increased by the applicable Class B Note Additional Funding Amount. In the event that the conditions set forth in Sections 12.3(a) and (c) are later satisfied with respect to a Future Advance and the Class A Lender makes an Additional Class A Loan in accordance with Section 12.3(c) and (d) hereof, the Issuer shall provide notice thereof to the Collateral Agent and the Loan Agent and the Class B Note shall be reduced by the applicable Class A Loan Additional Funding Amount for such Future Advance.

Future Advances. (a) Upon an Obligor request for a Future Advance with respect In order more conveniently to any Future Advance Mortgage Assetadminister the Loans, the Issuer shall within two (2) Business Days thereof provide notice thereof Administrative Agent may, unless notified to the Collateral Agentcontrary by any Bank prior to the date upon which any Revolving Loan is to be made, assume that such Bank has made available to the Administrative Agent on such date the amount of such Bank's share of such Revolving Loan Agentto be made on such date as provided in this Agreement, the Servicer and the Class A Lender. In the event that the IssuerAdministrative Agent may (but it shall not be required to), as holder of a Future Advance Mortgage Assetin reliance upon such assumption, is required make a Future Advance under the related Mortgage Asset Documents available to the related Obligor under such Mortgage Asset, the Issuer shall provide notice thereof Borrower a corresponding amount. If any Bank makes available to the Collateral Agent, the Loan Agent, the Servicer and the Class A Lender. Such notice of Administrative Agent such amount on a required Future Advance shall identify the related Future Advance Mortgage Asset and shall include the intended Additional Funding Date (if applicable), a description of how the related Obligor has satisfied the applicable funding conditions in the related Mortgage Asset Documents and the then current principal balance of such Future Advance Mortgage Asset. Such notice shall also include copies of all documentation submitted by the related Obligor in connection with the applicable Future Advance. The Issuer shall provide the Class A Lender with any additional information as the Class A Lender shall reasonably request regarding such proposed Future Advance. No Additional Funding Date (if applicable) related to such Future Advance shall be sooner than ten (10) Business Days’ date after the Class A Lender’s receipt of all requested information regarding date upon which the requested Future Advance (it being acknowledged that Class A Lender may agree to a shorter period on a case-by-case basis). (b) In the event that there are sufficient Permitted Principal Proceeds on deposit in the Replenishment Reserve Account to fund the entirety of any Revolving Loan is made, such Future Advance for which Issuer has provided notice in accordance with Section 12.3(a) above, the Issuer Bank shall fund such Future Advance with funds on deposit in the Replenishment Reserve Account, subject pay to the satisfaction of the Future Advance Funding Conditions. (c) Solely in the event that Permitted Principal Proceeds Administrative Agent on deposit in the Replenishment Reserve Account are insufficient to fund the entirety of any such Future Advance for which Issuer has provided notice in accordance with Section 12.3(a) above, (i) the Issuer shall fund such Future Advance to the extent of all Permitted Principal Proceeds on deposit in the Replenishment Reserve Account in accordance with Section 12.3(b) above and (ii) the Class A Lender shall make an Additional Class A Loan on such Additional Funding Date on account of such Future Advance in demand an amount equal to the applicable Class A Loan Additional Funding Amount for such Future Advance (either in its entirely or in part on account product of the application of Permitted Principal Proceeds (if any) from the Replenishment Reserve Account) pursuant to and in accordance with Section 16.1 and 16.2 (for the avoidance of doubt, Issuer hereby agrees that each Class A Lender shall severally advance its pro rata share (based on its ratable portion of the Aggregate Outstanding Amount of the Class A Loan as identified on the Class A Loan Register) of such Additional Class A Loan pursuant to this Indenture and Credit Agreement), provided that, in each case: (i) the Future Advance Funding Conditions are satisfied; (ii) average computed for the Holder of the Class B Notes has contributed the applicable Class B Note Additional Funding Amount for such Future Advance; period referred to in clause (iii) solely with respect to an Additional Class A Loan to be made by Class A Lender in its sole and absolute discretionbelow, the Class A Lender approves such Additional Class A Loan in its sole and absolute discretion (other than in the case of the Committed Additional Class A Loan); and (iv) receipt weighted average interest rate paid by the Class A Lender of the Additional Class A Loan Fee. (d) Upon satisfaction of the conditions set forth in Sections 12.3(a) and (c), the Class A Lender shall fund such Additional Class A Loan to or at the direction of the Issuer. Upon the making such Additional Class A Loan, the Issuer shall provide notice thereof to the Collateral Administrative Agent and the Loan Agent and the Aggregate Outstanding Amount of the Class A Loan shall be increased for federal funds acquired by the Class A Loan Additional Funding Amount. (e) If the Class A Lender elects (Administrative Agent during each day included in its sole and absolute discretion) to make an Additional Class A Loan in accordance with Section 16.1(b) to allow the Issuer to fund any Future Advance with respect to any Future Advance Mortgage Assetsuch period, the Issuer shall use the proceeds of such Additional Class A Loan together with amounts funded or contributed multiplied by the Holder of the Class B Notes or withdrawn from the Replenishment Reserve Account to fund such Future Advance. The Class A Lender may (in its sole and absolute discretion) impose conditions (in addition to those specified in Section 12.3(a)) to the making of any applicable Additional Class A Loan as it deems appropriate. The Aggregate Outstanding Amount of the Class B Notes shall be increased by an amount equal to (i) the principal amount of such Future Advance made by the Issuer pursuant to this Section 12.3(e), if any, as of the date of the related acquisition minus (ii) the amount of any Additional Class A such Bank's share of such Revolving ---------- -- Loan, multiplied by (iii) a fraction, the numerator of which is the number of ---------- -- days that elapsed from and including such date to the date on which the amount of such Bank's share of such Revolving Credit Loan (shall become immediately available to the Administrative Agent, and the amount withdrawn from denominator of which is 365. A statement of the Replenishment Reserve Account) related Administrative Agent submitted to the funding of such Future Advance. (f) The Issuer acknowledges and agrees that, Bank with respect to any Future Advance Mortgage Asset for which (i) Permitted Principal Proceeds on deposit in amounts owing under this subsection shall be prima facie evidence of the Replenishment Reserve Account are insufficient amount ----- ----- due and owing to fund (in whole or in part) the Administrative Agent by such Future Advance because the conditions set forth in Sections 12.3(a) and Bank. (b) are not satisfied or otherwise or (ii) the Class A Lender does not advance The Administrative Agent may at any Additional Class A time, in its sole discretion, upon notice to any Bank, refuse to make any Revolving Loan to fund the Borrower on behalf of such Future Advance hereunder because the conditions set forth in Sections 12.3(a) and (c) are not satisfied or otherwise, the Issuer Bank unless such Bank shall advance, as and when required under the related Mortgage Asset Documents, any and all Future Advances required thereunder. In connection therewith, the Holder of the Class B Notes shall contribute Cash have provided to the Issuer in an amount Administrative Agent immediately available federal funds equal to the applicable Class B Note Additional Funding Amount in order to ensure that the Issuer has sufficient Cash to fund such all Bank's share of such Future Advances in full, in which case the Issuer shall provide notice thereof to the Collateral Agent and the Loan Agent and the Class B Note shall be increased by the applicable Class B Note Additional Funding Amount. In the event that the conditions set forth in Sections 12.3(a) and (c) are later satisfied with respect to a Future Advance and the Class A Lender makes an Additional Class A Revolving Loan in accordance with Section 12.3(cthis Agreement. (c) and (d) hereofAnything in this Agreement to the contrary notwithstanding, the Issuer obligations to make Loans under the terms of this Agreement shall provide notice thereof be the several and not joint obligation of each of the Banks and any advances made by the Administrative Agent on behalf of any Bank are strictly for the administrative convenience of the parties and shall in no way diminish any Bank's liability to repay the Administrative Agent for such Loans and advances. If the amount of any Bank's share of any Revolving Loan which the Administrative Agent has advanced to the Collateral Borrower is not made available to the Administrative Agent by such Bank within 1 Business Day following the date upon which such Revolving Loan is made, the Administrative Agent shall promptly notify the Borrower and the Loan Agent and the Class B Note shall be reduced by entitled to recover such amount from the Borrower within 3 Business Days following the date upon which such Revolving Loan was made, with interest thereon at the rate per annum applicable Class A Loan Additional Funding Amount for to such Future AdvanceRevolving Loans.

Future Advances. (a) Upon an Obligor request for a Future Advance with respect In order to any Future Advance Mortgage Assetmore conveniently administer the Loans, the Issuer shall within two (2) Business Days thereof provide notice thereof Administrative Agent may, unless notified to the Collateral Agentcontrary by any Bank prior to the date upon which any Revolving Credit Loan is to be made, assume that such Bank has made available to the Administrative Agent on such date the amount of such Bank’s share of such Revolving Credit Loan Agentto be made on such date as provided in this Agreement, the Servicer and the Class A Lender. In the event that the IssuerAdministrative Agent may (but it shall not be required to), as holder of a Future Advance Mortgage Assetin reliance upon such assumption, is required make a Future Advance under the related Mortgage Asset Documents available to the related Obligor under such Mortgage Asset, the Issuer shall provide notice thereof Borrower a corresponding amount. If any Bank makes available to the Collateral Agent, the Loan Agent, the Servicer and the Class A Lender. Such notice of Administrative Agent such amount on a required Future Advance shall identify the related Future Advance Mortgage Asset and shall include the intended Additional Funding Date (if applicable), a description of how the related Obligor has satisfied the applicable funding conditions in the related Mortgage Asset Documents and the then current principal balance of such Future Advance Mortgage Asset. Such notice shall also include copies of all documentation submitted by the related Obligor in connection with the applicable Future Advance. The Issuer shall provide the Class A Lender with any additional information as the Class A Lender shall reasonably request regarding such proposed Future Advance. No Additional Funding Date (if applicable) related to such Future Advance shall be sooner than ten (10) Business Days’ date after the Class A Lender’s receipt of all requested information regarding date upon which the requested Future Advance (it being acknowledged that Class A Lender may agree to a shorter period on a case-by-case basis). (b) In the event that there are sufficient Permitted Principal Proceeds on deposit in the Replenishment Reserve Account to fund the entirety of any Revolving Credit Loan is made, such Future Advance for which Issuer has provided notice in accordance with Section 12.3(a) above, the Issuer Bank shall fund such Future Advance with funds on deposit in the Replenishment Reserve Account, subject pay to the satisfaction of the Future Advance Funding Conditions. (c) Solely in the event that Permitted Principal Proceeds Administrative Agent on deposit in the Replenishment Reserve Account are insufficient to fund the entirety of any such Future Advance for which Issuer has provided notice in accordance with Section 12.3(a) above, (i) the Issuer shall fund such Future Advance to the extent of all Permitted Principal Proceeds on deposit in the Replenishment Reserve Account in accordance with Section 12.3(b) above and (ii) the Class A Lender shall make an Additional Class A Loan on such Additional Funding Date on account of such Future Advance in demand an amount equal to the applicable Class A Loan Additional Funding Amount for such Future Advance (either in its entirely or in part on account product of the application of Permitted Principal Proceeds (if any) from the Replenishment Reserve Account) pursuant to and in accordance with Section 16.1 and 16.2 (for the avoidance of doubt, Issuer hereby agrees that each Class A Lender shall severally advance its pro rata share (based on its ratable portion of the Aggregate Outstanding Amount of the Class A Loan as identified on the Class A Loan Register) of such Additional Class A Loan pursuant to this Indenture and Credit Agreement), provided that, in each case: (i) the Future Advance Funding Conditions are satisfied; (ii) average computed for the Holder of the Class B Notes has contributed the applicable Class B Note Additional Funding Amount for such Future Advance; period referred to in clause (iii) solely with respect to an Additional Class A Loan to be made by Class A Lender in its sole and absolute discretionbelow, the Class A Lender approves such Additional Class A Loan in its sole and absolute discretion (other than in the case of the Committed Additional Class A Loan); and (iv) receipt weighted average interest rate paid by the Class A Lender of the Additional Class A Loan Fee. (d) Upon satisfaction of the conditions set forth in Sections 12.3(a) and (c), the Class A Lender shall fund such Additional Class A Loan to or at the direction of the Issuer. Upon the making such Additional Class A Loan, the Issuer shall provide notice thereof to the Collateral Administrative Agent and the Loan Agent and the Aggregate Outstanding Amount of the Class A Loan shall be increased for federal funds acquired by the Class A Loan Additional Funding Amount. (e) If the Class A Lender elects (Administrative Agent during each day included in its sole and absolute discretion) to make an Additional Class A Loan in accordance with Section 16.1(b) to allow the Issuer to fund any Future Advance with respect to any Future Advance Mortgage Assetsuch period, the Issuer shall use the proceeds of such Additional Class A Loan together with amounts funded or contributed multiplied by the Holder of the Class B Notes or withdrawn from the Replenishment Reserve Account to fund such Future Advance. The Class A Lender may (in its sole and absolute discretion) impose conditions (in addition to those specified in Section 12.3(a)) to the making of any applicable Additional Class A Loan as it deems appropriate. The Aggregate Outstanding Amount of the Class B Notes shall be increased by an amount equal to (i) the principal amount of such Future Advance made by the Issuer pursuant to this Section 12.3(e), if any, as of the date of the related acquisition minus (ii) the amount of any Additional Class A such Bank’s share of such Revolving Credit Loan, multiplied by (iii) a fraction, the numerator of which is the number of days that elapsed from and including such date to the date on which the amount of such Bank’s share of such Revolving Credit Loan (shall become immediately available to the Administrative Agent, and the amount withdrawn from denominator of which is 360 or 365, as applicable. A statement of the Replenishment Reserve Account) related Administrative Agent submitted to the funding of such Future Advance. (f) The Issuer acknowledges and agrees that, Bank with respect to any Future Advance Mortgage Asset for which (i) Permitted Principal Proceeds on deposit in amounts owing under this subsection shall be prima facie evidence of the Replenishment Reserve Account are insufficient amount due and owing to fund (in whole or in part) the Administrative Agent by such Future Advance because the conditions set forth in Sections 12.3(a) and Bank. (b) are not satisfied or otherwise or (ii) the Class A Lender does not advance The Administrative Agent may at any Additional Class A time, in its sole discretion, upon notice to any Bank, refuse to make any Revolving Credit Loan to fund the Borrower on behalf of such Future Advance hereunder because the conditions set forth in Sections 12.3(a) and (c) are not satisfied or otherwise, the Issuer Bank unless such Bank shall advance, as and when required under the related Mortgage Asset Documents, any and all Future Advances required thereunder. In connection therewith, the Holder of the Class B Notes shall contribute Cash have provided to the Issuer in an amount Administrative Agent immediately available federal funds equal to the applicable Class B Note Additional Funding Amount in order to ensure that the Issuer has sufficient Cash to fund such all Bank’s share of such Future Advances in full, in which case the Issuer shall provide notice thereof to the Collateral Agent and the Loan Agent and the Class B Note shall be increased by the applicable Class B Note Additional Funding Amount. In the event that the conditions set forth in Sections 12.3(a) and (c) are later satisfied with respect to a Future Advance and the Class A Lender makes an Additional Class A Revolving Credit Loan in accordance with Section 12.3(cthis Agreement. (c) and (d) hereofAnything in this Agreement to the contrary notwithstanding, the Issuer obligations to make Loans under the terms of this Agreement shall provide notice thereof be the several and not joint obligation of each of the Banks and any advances made by the Administrative Agent on behalf of any Bank are strictly for the administrative convenience of the parties and shall in no way diminish any Bank’s liability to repay the Administrative Agent for such Loans and advances. If the amount of any Bank’s share of any Revolving Credit Loan which the Administrative Agent has advanced to the Collateral Borrower is not made available to the Administrative Agent and by such Bank within 1 Business Day following the date upon which such Revolving Credit Loan is made, the Administrative Agent and the Class B Note shall be reduced by entitled to recover such amount from the Borrower on demand, with interest thereon at the rate per annum applicable Class A Loan Additional Funding Amount for to the Revolving Credit Loans made on such Future Advancedate.

Future Advances. (a) Upon 9.4.1 In order to more conveniently administer the Loans, each Bank hereby authorizes the Agent to make all Loans and issue all Letters of Credit under this Agreement in accordance with the terms and conditions of each Draw Certificate approved by the Banks pursuant to SECTION 2.1.4 and SECTION 3.8.6 hereof. Whether or not this Agreement has been terminated, an Obligor request for a Future Advance with respect to any Future Advance Mortgage AssetEvent of Default then exists, the Issuer shall within two (2) Business Days thereof provide notice thereof Obligations have been accelerated or the Agent is proceeding to liquidate the Collateral, each Bank hereby irrevocably and unconditionally agrees to transfer to the Collateral Agent, at an account designated for such transfers by the Agent, by no later than 1:00 p.m. (Boston time) on the Business Day next following the date on which the Agent has funded a Loan pursuant to an approved Draw Certificate, an amount (the "Reimbursement Amount") in immediately available federal funds sufficient to reimburse the Agent for such Bank's Commitment Percentage of the Loan Agent, the Servicer and the Class A Lenderrequested in such Draw Certificate. In the event that the Issuer, as holder of a Future Advance Mortgage Asset, is required make a Future Advance under the related Mortgage Asset Documents to the related Obligor under such Mortgage Asset, the Issuer shall provide notice thereof to the Collateral Agent, the Loan Agent, the Servicer and the Class A Lender. Such notice of a required Future Advance shall identify the related Future Advance Mortgage Asset and shall include the intended Additional Funding Date (if applicable), a description of how the related Obligor has satisfied the applicable funding conditions in the related Mortgage Asset Documents and the then current principal balance of such Future Advance Mortgage Asset. Such notice shall also include copies of all documentation submitted by the related Obligor in connection with the applicable Future Advance. The Issuer shall provide the Class A Lender with any additional information as the Class A Lender shall reasonably request regarding such proposed Future Advance. No Additional Funding Date (if applicable) related to such Future Advance shall be sooner than ten (10) Business Days’ after the Class A Lender’s receipt of all requested information regarding the requested Future Advance (it being acknowledged that Class A Lender may agree to a shorter period on a case-by-case basis).addition: (bA) In the event that there are sufficient Permitted Principal Proceeds on deposit in a Bank does not provide the Replenishment Reserve Account to fund the entirety of Agent with any such Future Advance for which Issuer has provided notice Reimbursement Amount in accordance with Section 12.3(a) abovethis SECTION 9.4.1, and the Issuer shall fund such Future Advance with funds on deposit in the Replenishment Reserve Account, subject Agent has advanced a corresponding amount to the satisfaction Borrower on such Bank's behalf, such Bank shall pay the Agent interest on such Reimbursement Amount at the rate charged to the Borrower for such corresponding amount under this Agreement for each Business Day on which the Bank fails to provide said Reimbursement Amount, commencing on the Business Day on which said Reimbursement Amount was due to be provided to the Agent; (B) Funds advanced by the Agent upon presentation of a sight or time draft under a Letter of Credit shall be considered a "Loan" for purposes of this SECTION 9.4.1 initially made by the Future Advance Funding ConditionsAgent at such time as such funds are actually advanced by the Agent; and (C) For purposes of calculating interest income and other applicable charges, each Loan made by the Agent on behalf of any Bank shall be considered a Loan from the Agent to the Borrower until such time as the Agent receives the Reimbursement Amount allocable to such Loan from such Bank, and thereafter shall be considered a Loan from such Bank to the Borrower. (c) Solely in 9.4.2 If for any reason any Bank shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to the event that Permitted Principal Proceeds on deposit in the Replenishment Reserve Account are insufficient to fund the entirety Agent its Commitment Percentage of any such Future Advance for which Issuer has provided notice advance requested in a Draw Certificate approved in accordance with Section 12.3(athis Agreement (a "Delinquent Bank"), and such failure is not cured within ten (10) abovedays of receipt from the Agent of written notice thereof, then, in addition to the rights and remedies that may be available to the Agent, other Banks, the Borrower or any other party at law or in equity, and not as a limitation thereof: (A) Such Delinquent Bank's right to participate in the administration of, or decision-making rights related to, the Loans, this Agreement or the other Loan Documents shall be suspended during the pendency of such failure or refusal (and in furtherance of the foregoing, (ia) such Delinquent Bank's Commitment Percentage shall not be considered in any determination of the Issuer term "Majority Banks" and (b) such Delinquent Bank shall fund such Future Advance to not be included in any consents, waivers, approvals or determinations requiring the extent consent of the Majority Banks or of all Permitted Principal Proceeds on deposit in of the Replenishment Reserve Account in accordance with Section 12.3(bBanks); (B) above Such Delinquent Bank shall be deemed to have assigned any and (ii) all payments due to it from the Class A Lender shall make an Additional Class A Loan on such Additional Funding Date Borrower, whether on account of the outstanding Loans, interests, fees or otherwise, to the non-delinquent Banks, for application to, and reduction of, their proportionate shares of the outstanding Loans until, as a result of application of such Future Advance assigned payments, the Delinquent Bank's percentage of all of the outstanding Loans shall equal its Commitment Percentage. The Delinquent Bank's decision-making and participation rights to payments as set forth in this Section shall be restored only at such time as (a) the remaining outstanding Loans advanced by the Delinquent Bank equals its Commitment Percentage of all then outstanding Loans and (b) the Delinquent Bank shall have paid to the Agent (for the pro rata benefit of all of the non-delinquent Banks) an amount equal to the applicable Class A Loan Additional Funding Amount for such Future Advance (either in its entirely or in part on account of the application of Permitted Principal Proceeds (if any) from the Replenishment Reserve Account) pursuant to and in accordance with Section 16.1 and 16.2 (for the avoidance of doubt, Issuer hereby agrees that each Class A Lender shall severally advance its pro rata share (based on its ratable Delinquent Bank's portion of the Aggregate Outstanding Amount Renewal Fee multiplied by a fraction, the numerator of which is equal to the Class A Loan as identified on number of days such Delinquent Bank was delinquent and the Class A Loan Registerdenominator of which is equal to 364; and (C) of such Additional Class A Loan pursuant to this Indenture and Credit Agreement)The non-delinquent Banks shall also have the right, provided thatbut not the obligation, in each case: (i) the Future Advance Funding Conditions are satisfied; (ii) the Holder of the Class B Notes has contributed the applicable Class B Note Additional Funding Amount for such Future Advance; (iii) solely with respect to an Additional Class A Loan to be made by Class A Lender in its their respective, sole and absolute discretion, exercisable by irrevocable written notice to the Class A Lender approves Agent, the Delinquent Bank and all of the other Banks, to acquire for no cash consideration a portion of the Delinquent Bank's Commitment to fund future Loans (the "Future Commitment") equal to the lesser of (a) the portion of the Future Commitment such Additional Class A Loan electing Bank indicates in its sole and absolute discretion (other than in the case notice of the Committed Additional Class A Loan); and (iv) receipt by the Class A Lender of the Additional Class A Loan Fee. (d) Upon satisfaction of the conditions set forth in Sections 12.3(a) and (c), the Class A Lender shall fund such Additional Class A Loan to or at the direction of the Issuer. Upon the making such Additional Class A Loan, the Issuer shall provide notice thereof to the Collateral Agent and the Loan Agent and the Aggregate Outstanding Amount of the Class A Loan shall be increased by the Class A Loan Additional Funding Amount. (e) If the Class A Lender elects (in its sole and absolute discretion) to make an Additional Class A Loan in accordance with Section 16.1(b) to allow the Issuer to fund any Future Advance with respect to any Future Advance Mortgage Asset, the Issuer shall use the proceeds of such Additional Class A Loan together with amounts funded or contributed by the Holder of the Class B Notes or withdrawn from the Replenishment Reserve Account to fund such Future Advance. The Class A Lender may (in its sole and absolute discretion) impose conditions (in addition to those specified in Section 12.3(a)) to the making of any applicable Additional Class A Loan as it deems appropriate. The Aggregate Outstanding Amount of the Class B Notes shall be increased by an amount equal to (i) the principal amount of such Future Advance made by the Issuer pursuant to this Section 12.3(e), if any, as of the date of the related acquisition minus (ii) the amount of any Additional Class A Loan (and the amount withdrawn from the Replenishment Reserve Account) related to the funding of such Future Advance. (f) The Issuer acknowledges and agrees that, with respect to any Future Advance Mortgage Asset for which (i) Permitted Principal Proceeds on deposit in the Replenishment Reserve Account are insufficient to fund (in whole or in part) such Future Advance because the conditions set forth in Sections 12.3(a) exercise and (b) are not satisfied or otherwise or (ii) such electing Bank's share of the Class A Lender does not advance Future Commitment determined pro rata in accordance with the Commitment Percentages of all Banks making such an election from time to time. Upon any Additional Class A Loan to fund such purchase of the Commitment of any Delinquent Bank's Future Advance hereunder because the conditions set forth in Sections 12.3(a) and (c) are not satisfied or otherwiseCommitment, the Issuer shall advance, as Delinquent Bank's share in future Loan Advances and when required its rights under the related Mortgage Asset DocumentsLoan Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Bank shall promptly execute all documents reasonably requested to further evidence surrender and transfer of such interest. Each Delinquent Bank shall indemnify the Agent and each non-delinquent Bank from and against any and all Future Advances required thereunder. In connection therewithloss, the Holder of the Class B Notes shall contribute Cash damage or expenses, including but not limited to the Issuer in an amount equal to the applicable Class B Note Additional Funding Amount in order to ensure that the Issuer has sufficient Cash to fund such all such Future Advances in full, in which case the Issuer shall provide notice thereof to the Collateral Agent reasonable attorneys' fees and the Loan Agent and the Class B Note shall be increased funds advanced by the applicable Class B Note Additional Funding Amount. In Agent or by any non-delinquent Bank, on account of such Delinquent Bank's failure to timely fund its Commitment Percentage of a Loan advance or to otherwise perform its obligations under this Agreement or any other Loan Document. 9.4.3 Notwithstanding the event that the conditions set forth in Sections 12.3(a) and (c) are later satisfied with respect to a Future Advance and the Class A Lender makes an Additional Class A Loan in accordance with Section 12.3(c) and (d) provisions hereof, the Issuer obligations to make advances of the Loan under the terms of this Agreement shall provide notice thereof be the several and not joint obligation of each Bank, and neither the Agent nor any Bank shall be required to fund the ratable portion of any advance of any Delinquent Bank. Any advances made by the Agent on behalf of a Bank are strictly for the administrative convenience of the parties and shall in no way diminish such Bank's liability to the Collateral Agent and to repay the Loan Agent and the Class B Note shall be reduced by the applicable Class A Loan Additional Funding Amount for such Future Advanceadvances.

Future Advances. (a) Upon an Obligor request for a Future Advance with respect In order more conveniently to any Future Advance Mortgage Assetadminister the Loans, the Issuer shall within two (2) Business Days thereof provide notice thereof Administrative Agent may, unless notified to the Collateral Agentcontrary by any Bank prior to the date upon which any Revolving Loan is to be made, assume that such Bank has made available to the Administrative Agent on such date the amount of such Bank's share of such Revolving Loan Agentto be made on such date as provided in this Agreement, the Servicer and the Class A Lender. In the event that the IssuerAdministrative Agent may (but it shall not be required to), as holder of a Future Advance Mortgage Assetin reliance upon such assumption, is required make a Future Advance under the related Mortgage Asset Documents available to the related Obligor under such Mortgage Asset, the Issuer shall provide notice thereof Borrowers a corresponding amount. If any Bank makes available to the Collateral Agent, the Loan Agent, the Servicer and the Class A Lender. Such notice of Administrative Agent such amount on a required Future Advance shall identify the related Future Advance Mortgage Asset and shall include the intended Additional Funding Date (if applicable), a description of how the related Obligor has satisfied the applicable funding conditions in the related Mortgage Asset Documents and the then current principal balance of such Future Advance Mortgage Asset. Such notice shall also include copies of all documentation submitted by the related Obligor in connection with the applicable Future Advance. The Issuer shall provide the Class A Lender with any additional information as the Class A Lender shall reasonably request regarding such proposed Future Advance. No Additional Funding Date (if applicable) related to such Future Advance shall be sooner than ten (10) Business Days’ date after the Class A Lender’s receipt of all requested information regarding date upon which the requested Future Advance (it being acknowledged that Class A Lender may agree to a shorter period on a case-by-case basis). (b) In the event that there are sufficient Permitted Principal Proceeds on deposit in the Replenishment Reserve Account to fund the entirety of any Revolving Loan is made, such Future Advance for which Issuer has provided notice in accordance with Section 12.3(a) above, the Issuer Bank shall fund such Future Advance with funds on deposit in the Replenishment Reserve Account, subject pay to the satisfaction of the Future Advance Funding Conditions. (c) Solely in the event that Permitted Principal Proceeds Administrative Agent on deposit in the Replenishment Reserve Account are insufficient to fund the entirety of any such Future Advance for which Issuer has provided notice in accordance with Section 12.3(a) above, (i) the Issuer shall fund such Future Advance to the extent of all Permitted Principal Proceeds on deposit in the Replenishment Reserve Account in accordance with Section 12.3(b) above and (ii) the Class A Lender shall make an Additional Class A Loan on such Additional Funding Date on account of such Future Advance in demand an amount equal to the applicable Class A Loan Additional Funding Amount for such Future Advance (either in its entirely or in part on account product of the application of Permitted Principal Proceeds (if any) from the Replenishment Reserve Account) pursuant to and in accordance with Section 16.1 and 16.2 (for the avoidance of doubt, Issuer hereby agrees that each Class A Lender shall severally advance its pro rata share (based on its ratable portion of the Aggregate Outstanding Amount of the Class A Loan as identified on the Class A Loan Register) of such Additional Class A Loan pursuant to this Indenture and Credit Agreement), provided that, in each case: (i) the Future Advance Funding Conditions are satisfied; (ii) average computed for the Holder of the Class B Notes has contributed the applicable Class B Note Additional Funding Amount for such Future Advance; period referred to in clause (iii) solely with respect to an Additional Class A Loan to be made by Class A Lender in its sole and absolute discretionbelow, the Class A Lender approves such Additional Class A Loan in its sole and absolute discretion (other than in the case of the Committed Additional Class A Loan); and (iv) receipt weighted average interest rate paid by the Class A Lender of the Additional Class A Loan Fee. (d) Upon satisfaction of the conditions set forth in Sections 12.3(a) and (c), the Class A Lender shall fund such Additional Class A Loan to or at the direction of the Issuer. Upon the making such Additional Class A Loan, the Issuer shall provide notice thereof to the Collateral Administrative Agent and the Loan Agent and the Aggregate Outstanding Amount of the Class A Loan shall be increased for federal funds acquired by the Class A Loan Additional Funding Amount. (e) If the Class A Lender elects (Administrative Agent during each day included in its sole and absolute discretion) to make an Additional Class A Loan in accordance with Section 16.1(b) to allow the Issuer to fund any Future Advance with respect to any Future Advance Mortgage Assetsuch period, the Issuer shall use the proceeds of such Additional Class A Loan together with amounts funded or contributed by the Holder of the Class B Notes or withdrawn from the Replenishment Reserve Account to fund such Future Advance. The Class A Lender may (in its sole and absolute discretion) impose conditions (in addition to those specified in Section 12.3(a)) to the making of any applicable Additional Class A Loan as it deems appropriate. The Aggregate Outstanding Amount of the Class B Notes shall be increased by an amount equal to (i) the principal amount of such Future Advance made by the Issuer pursuant to this Section 12.3(e), if any, as of the date of the related acquisition minus MULTIPLIED BY (ii) the amount of any Additional Class A such Bank's share of such Revolving Loan, MULTIPLIED BY (iii) a fraction, the numerator of which is the number of days that elapsed from and including such date to the date on which the amount of such Bank's share of such Revolving Credit Loan (shall become immediately available to the Administrative Agent, and the amount withdrawn from denominator of which is 365. A statement of the Replenishment Reserve Account) related Administrative Agent submitted to the funding of such Future Advance. (f) The Issuer acknowledges and agrees that, Bank with respect to any Future Advance Mortgage Asset for which (i) Permitted Principal Proceeds on deposit in amounts owing under this paragraph shall be PRIMA FACIE evidence of the Replenishment Reserve Account are insufficient amount due and owing to fund (in whole or in part) the Administrative Agent by such Future Advance because the conditions set forth in Sections 12.3(a) and Bank. (b) are not satisfied or otherwise or (ii) the Class A Lender does not advance The Administrative Agent may at any Additional Class A time, in its sole discretion, upon notice to any Bank, refuse to make any Revolving Loan to fund the Borrower on behalf of such Future Advance hereunder because the conditions set forth in Sections 12.3(a) and (c) are not satisfied or otherwise, the Issuer Bank unless such Bank shall advance, as and when required under the related Mortgage Asset Documents, any and all Future Advances required thereunder. In connection therewith, the Holder of the Class B Notes shall contribute Cash have provided to the Issuer in an amount Administrative Agent immediately available federal funds equal to the applicable Class B Note Additional Funding Amount in order to ensure that the Issuer has sufficient Cash to fund such all Bank's share of such Future Advances in full, in which case the Issuer shall provide notice thereof to the Collateral Agent and the Loan Agent and the Class B Note shall be increased by the applicable Class B Note Additional Funding Amount. In the event that the conditions set forth in Sections 12.3(a) and (c) are later satisfied with respect to a Future Advance and the Class A Lender makes an Additional Class A Loan in accordance with Section 12.3(cthis Agreement. (c) and (d) hereofAnything in this Agreement to the contrary notwithstanding, the Issuer obligations to make Loans under the terms of this Agreement shall provide notice thereof be the several and not joint obligation of each of the Banks and any advances made by the Administrative Agent on behalf of any Bank are strictly for the administrative convenience of the parties and shall in no way diminish any Bank's liability to the Collateral Administrative Agent to repay the Administrative Agent for such Loans and advances. If the amount of any Bank's share of any Revolving Loan which the Administrative Agent and has advanced to the Class B Note Borrower is not made available to the Administrative Agent by such Bank within 1 Business Day following the date upon which such Revolving Loan is made, the Administrative Agent shall be reduced by entitled to recover such amount from the Borrower on demand, with interest thereon at the rate per annum applicable Class A Loan Additional Funding Amount for to the Revolving Loans made on such Future Advancedate.

Future Advances. (a) Upon an Obligor request for a Future Advance with respect In order to any Future Advance Mortgage Assetmore conveniently administer the Loans, the Issuer shall within two (2) Business Days thereof provide notice thereof Administrative Agent may, unless notified to the Collateral Agentcontrary by any Bank prior to the date upon which any Revolving Credit Loan is to be made, assume that such Bank has made available to the Administrative Agent on such date the amount of such Bank's share of such Revolving Credit Loan Agentto be made on such date as provided in this Agreement, the Servicer and the Class A Lender. In the event that the IssuerAdministrative Agent may (but it shall not be required to), as holder of a Future Advance Mortgage Assetin reliance upon such assumption, is required make a Future Advance under the related Mortgage Asset Documents available to the related Obligor under such Mortgage Asset, the Issuer shall provide notice thereof Borrowers a corresponding amount. If any Bank makes available to the Collateral Agent, the Loan Agent, the Servicer and the Class A Lender. Such notice of Administrative Agent such amount on a required Future Advance shall identify the related Future Advance Mortgage Asset and shall include the intended Additional Funding Date (if applicable), a description of how the related Obligor has satisfied the applicable funding conditions in the related Mortgage Asset Documents and the then current principal balance of such Future Advance Mortgage Asset. Such notice shall also include copies of all documentation submitted by the related Obligor in connection with the applicable Future Advance. The Issuer shall provide the Class A Lender with any additional information as the Class A Lender shall reasonably request regarding such proposed Future Advance. No Additional Funding Date (if applicable) related to such Future Advance shall be sooner than ten (10) Business Days’ date after the Class A Lender’s receipt of all requested information regarding date upon which the requested Future Advance (it being acknowledged that Class A Lender may agree to a shorter period on a case-by-case basis). (b) In the event that there are sufficient Permitted Principal Proceeds on deposit in the Replenishment Reserve Account to fund the entirety of any Revolving Credit Loan is made, such Future Advance for which Issuer has provided notice in accordance with Section 12.3(a) above, the Issuer Bank shall fund such Future Advance with funds on deposit in the Replenishment Reserve Account, subject pay to the satisfaction of the Future Advance Funding Conditions. (c) Solely in the event that Permitted Principal Proceeds Administrative Agent on deposit in the Replenishment Reserve Account are insufficient to fund the entirety of any such Future Advance for which Issuer has provided notice in accordance with Section 12.3(a) above, (i) the Issuer shall fund such Future Advance to the extent of all Permitted Principal Proceeds on deposit in the Replenishment Reserve Account in accordance with Section 12.3(b) above and (ii) the Class A Lender shall make an Additional Class A Loan on such Additional Funding Date on account of such Future Advance in demand an amount equal to the applicable Class A Loan Additional Funding Amount for such Future Advance (either in its entirely or in part on account product of the application of Permitted Principal Proceeds (if any) from the Replenishment Reserve Account) pursuant to and in accordance with Section 16.1 and 16.2 (for the avoidance of doubt, Issuer hereby agrees that each Class A Lender shall severally advance its pro rata share (based on its ratable portion of the Aggregate Outstanding Amount of the Class A Loan as identified on the Class A Loan Register) of such Additional Class A Loan pursuant to this Indenture and Credit Agreement), provided that, in each case: (i) the Future Advance Funding Conditions are satisfied; (ii) average computed for the Holder of the Class B Notes has contributed the applicable Class B Note Additional Funding Amount for such Future Advance; period referred to in clause (iii) solely with respect to an Additional Class A Loan to be made by Class A Lender in its sole and absolute discretionbelow, the Class A Lender approves such Additional Class A Loan in its sole and absolute discretion (other than in the case of the Committed Additional Class A Loan); and (iv) receipt weighted average interest rate paid by the Class A Lender of the Additional Class A Loan Fee. (d) Upon satisfaction of the conditions set forth in Sections 12.3(a) and (c), the Class A Lender shall fund such Additional Class A Loan to or at the direction of the Issuer. Upon the making such Additional Class A Loan, the Issuer shall provide notice thereof to the Collateral Administrative Agent and the Loan Agent and the Aggregate Outstanding Amount of the Class A Loan shall be increased for federal funds acquired by the Class A Loan Additional Funding Amount. (e) If the Class A Lender elects (Administrative Agent during each day included in its sole and absolute discretion) to make an Additional Class A Loan in accordance with Section 16.1(b) to allow the Issuer to fund any Future Advance with respect to any Future Advance Mortgage Assetsuch period, the Issuer shall use the proceeds of such Additional Class A Loan together with amounts funded or contributed multiplied by the Holder of the Class B Notes or withdrawn from the Replenishment Reserve Account to fund such Future Advance. The Class A Lender may (in its sole and absolute discretion) impose conditions (in addition to those specified in Section 12.3(a)) to the making of any applicable Additional Class A Loan as it deems appropriate. The Aggregate Outstanding Amount of the Class B Notes shall be increased by an amount equal to (i) the principal amount of such Future Advance made by the Issuer pursuant to this Section 12.3(e), if any, as of the date of the related acquisition minus (ii) the amount of any Additional Class A such Bank's share of such Revolving Credit Loan, multiplied by (iii) a fraction, the numerator of which is the number of days that elapsed from and including such date to the date on which the amount of such Bank's share of such Revolving Credit Loan (shall become immediately available to the Administrative Agent, and the amount withdrawn from denominator of which is 360 or 365, as applicable. A statement of the Replenishment Reserve Account) related Administrative Agent submitted to the funding of such Future Advance. (f) The Issuer acknowledges and agrees that, Bank with respect to any Future Advance Mortgage Asset for which (i) Permitted Principal Proceeds on deposit in amounts owing under this subsection shall be prima facie evidence of the Replenishment Reserve Account are insufficient amount due and owing to fund (in whole or in part) the Administrative Agent by such Future Advance because the conditions set forth in Sections 12.3(a) and Bank. (b) are not satisfied or otherwise or (ii) the Class A Lender does not advance The Administrative Agent may at any Additional Class A time, in its sole discretion, upon notice to any Bank, refuse to make any Revolving Credit Loan to fund the Borrowers on behalf of such Future Advance hereunder because the conditions set forth in Sections 12.3(a) and (c) are not satisfied or otherwise, the Issuer Bank unless such Bank shall advance, as and when required under the related Mortgage Asset Documents, any and all Future Advances required thereunder. In connection therewith, the Holder of the Class B Notes shall contribute Cash have provided to the Issuer in an amount Administrative Agent immediately available federal funds equal to the applicable Class B Note Additional Funding Amount in order to ensure that the Issuer has sufficient Cash to fund such all Bank's share of such Future Advances in full, in which case the Issuer shall provide notice thereof to the Collateral Agent and the Loan Agent and the Class B Note shall be increased by the applicable Class B Note Additional Funding Amount. In the event that the conditions set forth in Sections 12.3(a) and (c) are later satisfied with respect to a Future Advance and the Class A Lender makes an Additional Class A Revolving Credit Loan in accordance with Section 12.3(cthis Agreement. (c) and (d) hereofAnything in this Agreement to the contrary notwithstanding, the Issuer obligations to make Loans under the terms of this Agreement shall provide notice thereof be the several and not joint obligation of each of the Banks and any advances made by the Administrative Agent on behalf of any Bank are strictly for the administrative convenience of the parties and shall in no way diminish any Bank's liability to repay the Administrative Agent for such Loans and advances. If the amount of any Bank's share of any Revolving Credit Loan which the Administrative Agent has advanced to the Collateral Borrower is not made available to the Administrative Agent and by such Bank within one Business Day following the date upon which such Revolving Credit Loan is made, the Administrative Agent and the Class B Note shall be reduced by entitled to recover such amount from the Borrowers on demand, with interest thereon at the rate per annum applicable Class A Loan Additional Funding Amount for to the Revolving Credit Loans made on such Future Advancedate.

Future Advances. 41 134 (a) Upon an Obligor request for a Future Advance with respect In order more conveniently to any Future Advance Mortgage Assetadminister the Loans, the Issuer shall within two (2) Business Days thereof provide notice thereof Administrative Agent may, unless notified to the Collateral Agentcontrary by any Lender prior to the date upon which any Revolving Credit Loan is to be made, assume that such Lender has made available to the Administrative Agent on such date the amount of such Lender's share of such Revolving Credit Loan Agentto be made on such date as provided in this Agreement, the Servicer and the Class A Lender. In the event that the IssuerAdministrative Agent may (but it shall not be required to), as holder of a Future Advance Mortgage Assetin reliance upon such assumption, is required make a Future Advance under the related Mortgage Asset Documents available to the related Obligor under such Mortgage Asset, the Issuer shall provide notice thereof Borrower a corresponding amount. If any Lender makes available to the Collateral AgentAdministrative Agent such amount on a date after the date upon which the Revolving Credit Loan is made, the Loan Agent, the Servicer and the Class A Lender. Such notice of a required Future Advance shall identify the related Future Advance Mortgage Asset and shall include the intended Additional Funding Date (if applicable), a description of how the related Obligor has satisfied the applicable funding conditions in the related Mortgage Asset Documents and the then current principal balance of such Future Advance Mortgage Asset. Such notice shall also include copies of all documentation submitted by the related Obligor in connection with the applicable Future Advance. The Issuer shall provide the Class A Lender with any additional information as the Class A Lender shall reasonably request regarding such proposed Future Advance. No Additional Funding Date (if applicable) related to such Future Advance shall be sooner than ten (10) Business Days’ after the Class A Lender’s receipt of all requested information regarding the requested Future Advance (it being acknowledged that Class A Lender may agree to a shorter period on a case-by-case basis). (b) In the event that there are sufficient Permitted Principal Proceeds on deposit in the Replenishment Reserve Account to fund the entirety of any such Future Advance for which Issuer has provided notice in accordance with Section 12.3(a) above, the Issuer shall fund such Future Advance with funds on deposit in the Replenishment Reserve Account, subject pay to the satisfaction of the Future Advance Funding Conditions. (c) Solely in the event that Permitted Principal Proceeds Administrative Agent on deposit in the Replenishment Reserve Account are insufficient to fund the entirety of any such Future Advance for which Issuer has provided notice in accordance with Section 12.3(a) above, (i) the Issuer shall fund such Future Advance to the extent of all Permitted Principal Proceeds on deposit in the Replenishment Reserve Account in accordance with Section 12.3(b) above and (ii) the Class A Lender shall make an Additional Class A Loan on such Additional Funding Date on account of such Future Advance in demand an amount equal to the applicable Class A Loan Additional Funding Amount for such Future Advance (either in its entirely or in part on account product of the application of Permitted Principal Proceeds (if any) from the Replenishment Reserve Account) pursuant to and in accordance with Section 16.1 and 16.2 (for the avoidance of doubt, Issuer hereby agrees that each Class A Lender shall severally advance its pro rata share (based on its ratable portion of the Aggregate Outstanding Amount of the Class A Loan as identified on the Class A Loan Register) of such Additional Class A Loan pursuant to this Indenture and Credit Agreement), provided that, in each case: (i) the Future Advance Funding Conditions are satisfied; (ii) average computed for the Holder of the Class B Notes has contributed the applicable Class B Note Additional Funding Amount for such Future Advance; period referred to in clause (iii) solely with respect to an Additional Class A Loan to be made by Class A Lender in its sole and absolute discretionbelow, the Class A Lender approves such Additional Class A Loan in its sole and absolute discretion (other than in the case of the Committed Additional Class A Loan); and (iv) receipt Federal Funds Effective Rate during each day included in such period, multiplied by the Class A Lender of the Additional Class A Loan Fee. (d) Upon satisfaction of the conditions set forth in Sections 12.3(a) and (c), the Class A Lender shall fund such Additional Class A Loan to or at the direction of the Issuer. Upon the making such Additional Class A Loan, the Issuer shall provide notice thereof to the Collateral Agent and the Loan Agent and the Aggregate Outstanding Amount of the Class A Loan shall be increased by the Class A Loan Additional Funding Amount. (e) If the Class A Lender elects (in its sole and absolute discretion) to make an Additional Class A Loan in accordance with Section 16.1(b) to allow the Issuer to fund any Future Advance with respect to any Future Advance Mortgage Asset, the Issuer shall use the proceeds of such Additional Class A Loan together with amounts funded or contributed by the Holder of the Class B Notes or withdrawn from the Replenishment Reserve Account to fund such Future Advance. The Class A Lender may (in its sole and absolute discretion) impose conditions (in addition to those specified in Section 12.3(a)) to the making of any applicable Additional Class A Loan as it deems appropriate. The Aggregate Outstanding Amount of the Class B Notes shall be increased by an amount equal to (i) the principal amount of such Future Advance made by the Issuer pursuant to this Section 12.3(e), if any, as of the date of the related acquisition minus (ii) the amount of any Additional Class A such Lender's share of such Revolving Credit Loan, multiplied by (iii) a fraction, the numerator of which is the number of days that elapsed from and including such date to the date on which the amount of such Lender's share of such Revolving Credit Loan (shall become immediately available to the Administrative Agent, and the amount withdrawn from denominator of which is 365. A statement of the Replenishment Reserve Account) related Administrative Agent submitted to the funding of such Future Advance. (f) The Issuer acknowledges and agrees that, Lender with respect to any Future Advance Mortgage Asset for which (i) Permitted Principal Proceeds on deposit in amounts owing under this paragraph shall be prima facie evidence of the Replenishment Reserve Account are insufficient amount due and owing to fund (in whole or in part) the Administrative Agent by such Future Advance because the conditions set forth in Sections 12.3(a) and Lender. (b) are not satisfied or otherwise or (ii) the Class A Lender does not advance The Administrative Agent may at any Additional Class A time, in its sole discretion, upon notice to any Lender, refuse to make any Revolving Credit Loan to fund the Borrower on behalf of such Future Advance hereunder because the conditions set forth in Sections 12.3(a) and (c) are not satisfied or otherwise, the Issuer Lender unless such Lender shall advance, as and when required under the related Mortgage Asset Documents, any and all Future Advances required thereunder. In connection therewith, the Holder of the Class B Notes shall contribute Cash have provided to the Issuer in an amount Administrative Agent immediately available federal funds equal to the applicable Class B Note Additional Funding Amount in order to ensure that the Issuer has sufficient Cash to fund such all Lender's share of such Future Advances in full, in which case the Issuer shall provide notice thereof to the Collateral Agent and the Loan Agent and the Class B Note shall be increased by the applicable Class B Note Additional Funding Amount. In the event that the conditions set forth in Sections 12.3(a) and (c) are later satisfied with respect to a Future Advance and the Class A Lender makes an Additional Class A Loan in accordance with Section 12.3(cthis Agreement. (c) and (d) hereofAnything in this Agreement to the contrary notwithstanding, the Issuer obligations to make Loans under the terms of this Agreement shall provide notice thereof be the several and not joint obligations of each of the Lenders and any advances made by the Administrative Agent on behalf of any Lender are strictly for the administrative convenience of the parties and shall in no way diminish any Lender's liability to the Collateral Administrative Agent and Bank of Boston Connecticut to repay the Administrative Agent for such Loans and advances. If the amount of any Bank's share of any Revolving Credit Loan which the Administrative Agent and has advanced to the Class B Note Borrower is not made available to the Administrative Agent by such Lender within three (3) Business Days following the date upon which such Revolving Credit Loan is made, the Administrative Agent shall be reduced by entitled to recover such amount from the Borrower on demand, with interest thereon at the rate per annum applicable Class A Loan Additional Funding Amount for to the Revolving Credit Loans made on such Future Advancedate.

Future Advances. (a) Upon an Obligor On or prior to the Final Draw Date and upon request for a by Borrower and compliance by Borrower and Property Guarantors with the terms and conditions of this Section 2.1(1)(b), Borrower shall have the right to request no more than two Future Advances in the aggregate principal amount not to exceed the Maximum Future Advance with respect to any Future Advance Mortgage Asset, the Issuer shall within two (2) Business Days thereof provide notice thereof to the Collateral Agent, the Loan Agent, the Servicer and the Class A LenderAmount. In the event that the Issuer, as holder Each borrowing of a Future Advance Mortgage Assetshall be made on notice, is required make a Future Advance under given not later than 1:00 P.M. (New York City time) on the related Mortgage Asset Documents third Business Day prior to the related Obligor under such Mortgage Assetdate of the proposed borrowing in the case of a borrowing consisting of LIBOR Loans, or not later than 1:00 P.M. (New York City time) on the Issuer shall provide notice thereof date one Business Day prior to the Collateral date of the proposed borrowing in the case of a borrowing consisting of Base Rate Loans, by Borrower to Administrative Agent, which shall give to each Lender prompt notice thereof. Each such request for a borrowing (a “Borrowing Request”) shall be by telephone, confirmed immediately in writing, in each case in substantially the Loan form of Exhibit N hereto (or such other form as may be reasonably acceptable to Administrative Agent, the Servicer and the Class A Lender. Such notice of a required Future Advance shall identify the related Future Advance Mortgage Asset and shall include the intended Additional Funding Date (if applicable), a description of how specifying therein the related Obligor has satisfied the applicable funding conditions in the related Mortgage Asset Documents and the then current principal balance (i) requested date of such Future Advance Mortgage Asset. Such notice shall also include copies borrowing, (ii) requested Type of all documentation submitted by Loans comprising such borrowing, (iii) requested aggregate amount of such borrowing, and (iv) account details for the related Obligor account in connection with which the applicable Future AdvanceAdvance should be deposited. The Issuer In no event shall provide (A) the Class A Lender with any additional information as total amount advanced under the Class A Lender shall reasonably request regarding such proposed Loans, including the Initial Advance and all Future Advance. No Additional Funding Date Advances, exceed $1,500,000,000 in the aggregate, (if applicableB) related to such the aggregate principal amount of Future Advances exceed the Maximum Future Advance Amount, or (C) the Lenders be obligated to make any Future Advances after the Final Draw Date. Future Advances complying with the immediately preceding sentences of this Section 2.1(1)(b) shall be sooner than ten (10) Business Days’ after the Class A Lender’s receipt of all requested information regarding the requested Future Advance (it being acknowledged that Class A Lender may agree to a shorter period on a case-by-case basis). (b) In the event that there are sufficient Permitted Principal Proceeds on deposit in the Replenishment Reserve Account to fund the entirety of any such Future Advance for which Issuer has provided notice advanced in accordance with Section 12.3(a) above, the Issuer shall fund such Future Advance with funds on deposit in the Replenishment Reserve Account, subject to the satisfaction of the Future Advance Funding Conditions. (c) Solely in the event that Permitted Principal Proceeds on deposit in the Replenishment Reserve Account are insufficient to fund the entirety of any such Future Advance for which Issuer has provided notice in accordance with Section 12.3(a) above, (i) the Issuer shall fund such Future Advance to the extent of all Permitted Principal Proceeds on deposit in the Replenishment Reserve Account in accordance with Section 12.3(b) above and (ii) the Class A Lender shall make an Additional Class A Loan on such Additional Funding Date on account of such Future Advance in an amount equal to the applicable Class A Loan Additional Funding Amount for such Future Advance (either in its entirely or in part on account of the application of Permitted Principal Proceeds (if any) from the Replenishment Reserve Account) pursuant to and in accordance with Section 16.1 and 16.2 (for the avoidance of doubt, Issuer hereby agrees that each Class A Lender shall severally advance its pro rata share (based on its ratable portion of the Aggregate Outstanding Amount of the Class A Loan as identified on the Class A Loan Register) of such Additional Class A Loan pursuant to this Indenture and Credit Agreement), provided that, in each casefollowing provisions: (i) Subject to the limitations set forth herein, the Maximum Future Advance Funding Conditions are satisfiedAmount shall be advanced by the Lenders pursuant to no more than two Future Advances on or prior to the Final Draw Date pro rata in accordance with their respective Commitments with respect thereto (after taking into account all applicable adjustments provided for in Section 2.12(4); (ii) With regard to each Future Advance, the Holder proceeds of each Future Advance shall be used by Borrower (A) to cause the refinancing of the Class B Notes has contributed existing mortgage debt encumbering the applicable Class B Note Additional Funding Amount Future Advance Properties (including all interest and fees related thereto), (B) to pay fees and expenses relating to the Loans and (C) for such Future Advancethe other purposes permitted in Section 2.1(4)(f); (iii) solely with respect to Each Future Advance shall be considered an Additional Class A Loan to be made by Class A Lender in its sole and absolute discretion, the Class A Lender approves such Additional Class A Loan in its sole and absolute discretion (other than in the case advance of the Committed Additional Class A Loans, shall be added to the unpaid principal balance of the Loans as of the day such Future Advance is made for purposes of Borrower’s payment obligations under this Agreement and the Note, and repayment thereof, together with interest thereon at the Applicable Interest Rate, and shall be secured by the Mortgage and the other Loan Documents securing the Loan); and; (iv) receipt The Lenders shall have no obligation to make a Future Advance at any time during which a Potential Default (other than a non-monetary default that would not cause a Material Adverse Effect for the Individual Properties taken as a whole) exists or if an Event of Default has occurred and is continuing. The making of a Future Advance by the Class A Lender Lenders at the time when a Potential Default (other than a non-monetary default that would not cause a Material Adverse Effect for the Individual Properties takes as a whole) exists or an Event of Default has occurred and is then continuing shall not be deemed a waiver or cure by Administrative Agent or Lenders of that Potential Default or Event of Default, nor shall Administrative Agent’s or Lenders’ rights and remedies be prejudiced in any manner thereby; (v) The Lenders’ obligation to make each Future Advance shall be conditioned upon the satisfaction of each of the Additional Class A Loan Fee.following conditions precedent: (dA) Upon satisfaction The applicable Future Advance Property Guarantor shall have executed and delivered the applicable Future Advance Loan Documents at Borrower’s cost and expense to the title company issuing the Title Insurance Policy described in clause (B) below on the Closing Date of the applicable Future Advance, to be held in escrow until the conditions set forth contained in Sections 12.3(athis Section 2.1(1)(b) and (c), the Class A Lender shall fund such Additional Class A Loan to or at the direction of the Issuer. Upon the making such Additional Class A Loan, the Issuer shall provide notice thereof to the Collateral Agent and the Loan Agent and the Aggregate Outstanding Amount of the Class A Loan shall be increased by the Class A Loan Additional Funding Amount.are met; (eB) If the Class A Lender elects (in its sole and absolute discretion) to make an Additional Class A Loan in accordance with Section 16.1(b) to allow the Issuer to fund any The applicable Future Advance Property Guarantor shall have delivered to Administrative Agent, at Borrower’s cost and expense (1) a Title Insurance Policy reasonably acceptable to Administrative Agent with respect to any the applicable Future Advance Mortgage Asset, insuring the Issuer shall use applicable Future Advance Mortgage as a first-priority mortgage or deed of trust lien in the proceeds of such Additional Class A Loan together with amounts funded or contributed by the Holder of the Class B Notes or withdrawn from the Replenishment Reserve Account to fund such Future Advance. The Class A Lender may (form attached hereto as Exhibit I in its sole and absolute discretion) impose conditions (in addition to those specified in Section 12.3(a)) to the making of any applicable Additional Class A Loan as it deems appropriate. The Aggregate Outstanding Amount of the Class B Notes shall be increased by an amount equal not to (i) exceed the principal amount Allocated Loan Amount of such Future Advance made by the Issuer pursuant to this Section 12.3(e)Property, if any, and dated as of the date of the related acquisition minus recording of the applicable Future Advance Mortgage, (2) a Survey reasonably acceptable to Administrative Agent with respect to the applicable Future Advance Property, and (3) one or more opinions of counsel with respect to the applicable Future Advance Loan Documents in form attached hereto as Exhibit J; (C) The applicable Future Advance Property Guarantor shall be in good standing under the laws of the State of its organization on the Closing Date of the applicable Future Advance as evidenced by a good standing certificate obtained at Borrower’s cost and expense and dated within thirty (30) days of such Closing Date and delivered to Administrative Agent; (D) To the extent not delivered on the initial Closing Date, the applicable Future Advance Property Guarantor shall have delivered to Administrative Agent such documentation with respect to the applicable Future Advance Property Guarantor and the applicable Future Advance Property as was required to be delivered with respect to each other Property Guarantor on the initial Closing Date including, without limitation, (i) resolutions, certificates, good standing certificates and qualifications to do business, (ii) a solvency certificate, (iii) certificates of insurance and (iv) material consents and approvals; (E) Borrower shall have delivered to Administrative Agent an Officer’s Certificate of Borrower, dated as of the amount date of any Additional Class A Loan the Closing Date of the applicable Future Advance, (and i) stating that there has occurred no event that is reasonably likely to have a Material Adverse Effect on the amount withdrawn from applicable Future Advance Property owned by the Replenishment Reserve Account) related to applicable Future Advance Guarantor taken individually, or on all other Individual Properties taken together since the funding of the Initial Advance and (ii) stating that Borrower has no knowledge of any event that would cause the representations and warranties made by Borrower and/or any Property Guarantor in this Agreement or any other Loan Document as to each Individual Property to be untrue or incorrect in any material respect on and as of the date such Future Advance.Advance is made; (fF) The Issuer acknowledges Borrower (i) shall have delivered to Administrative Agent tenant estoppel certificates from tenants occupying not less than 70% of the owned, inline retail and agrees thatoffice square footage comprising each Key Property and 70% of the aggregate owned, inline retail and office square footage of all Individual Properties that are not Key Properties (taken together with the estoppels received with respect to all Individual Properties that are not Future Advance Properties); provided, however, that Borrower shall have the right to deliver a Borrower estoppel to the extent that any estoppels required under this clause (i) are not received in order to meet the condition set forth in this clause (i) up to a maximum, with respect to any Future Advance Mortgage Asset for which (i) Permitted Principal Proceeds on deposit in Individual Property, of 10% of the Replenishment Reserve Account are insufficient to fund (in whole or in part) gross leasable area of such Future Advance because the conditions set forth in Sections 12.3(a) and (b) are not satisfied or otherwise or Individual Property, (ii) shall have used commercially reasonable efforts to deliver tenant estoppel certificates from all anchors and national and regional department stores, (iii) shall have used commercially reasonable efforts to deliver estoppels and consents from all applicable ground lessors under the Class A Lender does not advance any Additional Class A Loan Ground Leases in form reasonably satisfactory to fund such Future Advance hereunder because the conditions set forth in Sections 12.3(a) Arrangers and (civ) are not satisfied shall have used commercially reasonable efforts to deliver estoppels from any parties subject to any Reciprocal Easement Agreements material to the use or otherwiseoperation of the applicable Individual Property, the Issuer shall advance, as and when required under the related Mortgage Asset Condominium Documents, and TIF Agreements affecting the Individual Properties, provided that if Borrower shall fail to obtain estoppels from any and all Future Advances required thereunder. In connection therewithanchor tenants, the Holder of the Class B Notes shall contribute Cash department store tenants, ground lessors or parties subject to the Issuer in an amount equal to the applicable Class B Note Additional Funding Amount in order to ensure that the Issuer has sufficient Cash to fund such all such Future Advances in fullReciprocal Easement Agreements, in which case the Issuer shall provide notice thereof to the Collateral Agent and the Loan Agent and the Class B Note Condominium Documents or TIF Agreements, Borrower shall be increased by the applicable Class B Note Additional Funding Amount. In the event that the conditions set forth in Sections 12.3(a) and (c) are later satisfied permitted to deliver Borrower estoppels with respect to a maximum of ten, less the number of all such Borrower estoppels previously delivered to Administrative Agent in connection with the Initial Advance, any other Future Advance Property and any Property Substitution, in the aggregate of the related agreements in order to satisfy the requirements of clauses (ii) through (iv); (G) The Debt Yield (Closing Date) on the Closing Date of the applicable Future Advance, after giving effect to the applicable Future Advance and including the Class A Lender makes an Additional Class A Net Operating Income of the applicable Future Advance Property, shall be equal to or greater than 10%; (H) The Loan to Value Ratio on the Closing Date of the applicable Future Advance, after giving effect to the applicable Future Advance and including the appraised value of the applicable Future Advance Property as set forth in the Appraisal delivered to Administrative Agent in connection with the Closing Date of the Initial Advance shall not exceed 65.3%; (I) Borrower shall have delivered a Subordination of Management Agreement with respect to any Management Agreement relating to such Future Advance Property; and (J) Borrower shall have paid all reasonable out-of-pocket costs and expenses incurred by Administrative Agent and the Lenders in connection with each Future Advance, including the reasonable attorney’s fees of Administrative Agent incurred in connection with the closing and funding of each Future Advance (subject to any applicable caps on such fees as may be set forth in the Fee Letter or Commitment Letter). (vi) If by the Final Draw Date any portion of the Maximum Future Advance Amount shall remain unadvanced, then Borrower shall have no future right to obtain any Future Advance pursuant to this Section 2.1(1)(b) with respect to such unadvanced portion of the Maximum Future Advance Amount. (vii) Any Lender’s obligations to fund its pro rata share of any Future Advance in accordance with Section 12.3(c) the terms and (d) hereof, provisions of this Agreement is a several obligation of such Lender to Borrower separate and apart from any other obligation of Borrower to Lenders under the Issuer shall provide notice thereof to the Collateral Agent other provisions of this Agreement and the other Loan Agent Documents. The obligations of Borrower to Lenders under this Agreement and the Class B Note other Loan Documents shall not be reduced reduced, discharged or released because or by the reason of any existing or future offset, claim or defense of Borrower, against any Lender by reason of such Lender’s failure to (A) perform its obligations under this Section 2.1(1) or (B) fund its applicable Class A Loan Additional Funding Amount for such Future AdvanceCommitment.

Future Advances. (a) Upon an Obligor request for a Future Advance with respect In order to any Future Advance Mortgage Assetmore conveniently administer the Revolving Loans, Citizens, Key, TD and JPM do hereby authorize the Issuer shall within two (2) Business Days thereof provide notice thereof Agent and Citizens to the Collateral Agent, the Loan Agent, the Servicer make all Revolving Loans and the Class A Lender. In the event that the Issuer, as holder of a Future Advance Mortgage Asset, is required make a Future Advance under the related Mortgage Asset Documents to the related Obligor under such Mortgage Asset, the Issuer shall provide notice thereof to the Collateral Agent, the Loan Agent, the Servicer and the Class A Lender. Such notice of a required Future Advance shall identify the related Future Advance Mortgage Asset and shall include the intended Additional Funding Date (if applicable), a description of how the related Obligor has satisfied the applicable funding conditions in the related Mortgage Asset Documents and the then current principal balance of such Future Advance Mortgage Asset. Such notice shall also include copies of all documentation submitted by the related Obligor in connection with the applicable Future Advance. The Issuer shall provide the Class A Lender with any additional information as the Class A Lender shall reasonably request regarding such proposed Future Advance. No Additional Funding Date (if applicable) related to such Future Advance shall be sooner than ten (10) Business Days’ after the Class A Lender’s receipt of all requested information regarding the requested Future Advance (it being acknowledged that Class A Lender may agree to a shorter period on a case-by-case basis). (b) In the event that there are sufficient Permitted Principal Proceeds on deposit in the Replenishment Reserve Account to fund the entirety of any such Future Advance for which Issuer has provided notice in accordance with Section 12.3(a) above, the Issuer shall fund such Future Advance with funds on deposit in the Replenishment Reserve Accountadvances, subject to the satisfaction terms and conditions of this Agreement, to the Borrowers, which are requested by the Borrowers on any Business Day. Citizens, Key, TD and JPM do hereby further irrevocably agree, whether or not this Agreement has been terminated, an Event of Default has occurred, the Agent has accelerated the Obligations or the Agent is proceeding to liquidate any collateral, to transfer to the Agent on the last Business Day of each week, if not already transferred, sufficient immediately available federal funds to reimburse the Agent for Citizens, Key, TD and JPM’s respective Commitment Percentages of all Revolving Loans and other advances made during such weekly period after taking into account payments received by the Agent; provided, however, that upon the request of the Future Advance Funding Conditions. (c) Solely in the event that Permitted Principal Proceeds on deposit in the Replenishment Reserve Account are insufficient to fund the entirety of any Agent, such Future Advance for which Issuer has provided notice in accordance with Section 12.3(a) above, (i) the Issuer reimbursement shall fund such Future Advance to the extent of all Permitted Principal Proceeds on deposit in the Replenishment Reserve Account in accordance with Section 12.3(b) above and (ii) the Class A Lender shall make an Additional Class A Loan on such Additional Funding Date on account of such Future Advance in an amount equal to the applicable Class A Loan Additional Funding Amount for such Future Advance (either in its entirely or in part on account of the application of Permitted Principal Proceeds (if any) from the Replenishment Reserve Account) pursuant to and in accordance with Section 16.1 and 16.2 (for the avoidance of doubt, Issuer hereby agrees that each Class A Lender shall severally advance its pro rata share (based on its ratable portion of the Aggregate Outstanding Amount of the Class A Loan as identified on the Class A Loan Register) of such Additional Class A Loan pursuant to this Indenture and Credit Agreement), provided that, in each case: (i) the Future Advance Funding Conditions are satisfied; (ii) the Holder of the Class B Notes has contributed the applicable Class B Note Additional Funding Amount for such Future Advance; (iii) solely with respect to an Additional Class A Loan also be required to be made by Class A Lender in its sole Citizens, Key, TD and absolute discretion, JPM at the Class A Lender approves such Additional Class A Loan in its sole end of any fiscal quarter and absolute discretion (other than in the case fiscal year of the Committed Additional Class A Loan); and (iv) receipt Borrowers. Any payments made by the Class A Lender Agent on behalf of any Borrower shall constitute Revolving Loans or other advances initially made by the Agent at such time as such funds are actually provided, or such payments are made, by the Agent. All Revolving Loans and other advances made by the Agent on behalf of Citizens, Key, TD and JPM shall be, for purposes of interest income and other charges, considered loans from Citizens, Key, TD and JPM to the Borrowers at such time as the Agent receives from Citizens, Key, TD and JPM funds as provided in this Section 8.3, and prior to such time such Revolving Loans and advances shall be considered, for purposes of interest income and other charges, loans from Citizens. The Agent may at any time upon notice to Citizens, Key, TD and JPM (i) refuse to make Revolving Loans and advances on behalf of Citizens, Key, TD and JPM unless Citizens, Key, TD and JPM shall have provided to the Agent immediately available federal funds sufficient to cause the outstanding Revolving Loans to equal each of the Additional Class A Loan Fee. Banks’ respective Commitment Percentage; (dii) Upon satisfaction of the conditions set forth in Sections 12.3(a) require Citizens, Key, TD and (c), the Class A Lender shall fund such Additional Class A Loan to or at the direction of the Issuer. Upon the making such Additional Class A Loan, the Issuer shall provide notice thereof to the Collateral Agent and the Loan Agent and the Aggregate Outstanding Amount of the Class A Loan shall be increased by the Class A Loan Additional Funding Amount. (e) If the Class A Lender elects (in its sole and absolute discretion) to make an Additional Class A Loan in accordance with Section 16.1(b) to allow the Issuer to fund any Future Advance with respect to any Future Advance Mortgage Asset, the Issuer shall use the proceeds of such Additional Class A Loan together with amounts funded or contributed by the Holder of the Class B Notes or withdrawn from the Replenishment Reserve Account JPM to fund such Future Advance. The Class A Lender may (in its sole Revolving Loans and absolute discretion) impose conditions (in addition to those specified in Section 12.3(a)) advances before making such Revolving Loans and advances to the making of any applicable Additional Class A Loan as it deems appropriate. The Aggregate Outstanding Amount Borrower requesting the same; or (iii) require that Citizens, Key, TD and JPM immediately transfer to the Agent on each Business Day immediately available federal funds sufficient to cause the outstanding Revolving Loans to equal each of the Class B Notes Banks’ respective Commitment Percentage. Notwithstanding the provisions hereof, the obligations to make Revolving Loans and advances under the terms of this Agreement shall be increased by an amount equal to (i) the principal amount several and not joint obligation of such Future Advance Citizens, Key, TD and JPM, and any advances made by the Issuer pursuant to this Section 12.3(e)Agent on behalf of Citizens, if anyKey, as TD and JPM are strictly for the administrative convenience of the date of the related acquisition minus (ii) the amount of any Additional Class A Loan (parties and the amount withdrawn from the Replenishment Reserve Account) related shall in no way diminish Citizens, Key, TD and JPM’s liability to the funding of such Future Advance. (f) The Issuer acknowledges and agrees that, with respect Agent to any Future Advance Mortgage Asset for which (i) Permitted Principal Proceeds on deposit in repay the Replenishment Reserve Account are insufficient to fund (in whole or in part) such Future Advance because the conditions set forth in Sections 12.3(a) and (b) are not satisfied or otherwise or (ii) the Class A Lender does not advance any Additional Class A Loan to fund such Future Advance hereunder because the conditions set forth in Sections 12.3(a) and (c) are not satisfied or otherwise, the Issuer shall advance, as and when required under the related Mortgage Asset Documents, any and all Future Advances required thereunder. In connection therewith, the Holder of the Class B Notes shall contribute Cash to the Issuer in an amount equal to the applicable Class B Note Additional Funding Amount in order to ensure that the Issuer has sufficient Cash to fund such all such Future Advances in full, in which case the Issuer shall provide notice thereof to the Collateral Agent and the Loan Agent and the Class B Note shall be increased by the applicable Class B Note Additional Funding Amount. In the event that the conditions set forth in Sections 12.3(a) and (c) are later satisfied with respect to a Future Advance and the Class A Lender makes an Additional Class A Loan in accordance with Section 12.3(c) and (d) hereof, the Issuer shall provide notice thereof to the Collateral Agent and the Loan Agent and the Class B Note shall be reduced by the applicable Class A Loan Additional Funding Amount for such Future AdvanceRevolving Loans and advances.

Future Advances. 7.4.1 In order to more conveniently administer the Revolving Loans, each Bank hereby authorizes the Agent to make all Revolving Loans and issue all Letters of Credit under this Agreement in accordance with the terms and conditions of each Draw Certificate approved by the Banks in accordance with the terms hereof. Whether or not this Agreement has been terminated, an Event of Default then exists, the Obligations have been accelerated or the Agent is proceeding to liquidate the Collateral, each Bank hereby irrevocably and unconditionally agrees to transfer to the Agent, at an account designated for such transfers by the Agent, by no later than 1:00 p.m. (Boston time) on the Business Day next following the date on which the Agent has funded a Revolving Loan pursuant to an approved Draw Certificate in accordance with the terms of this Agreement, an amount (the “Reimbursement Amount”) in immediately available federal funds sufficient to reimburse the Agent for such Bank’s Commitment Percentage of the Revolving Loan requested in such Draw Certificate. In addition: (a) Upon an Obligor request for a Future Advance with respect to any Future Advance Mortgage Asset, the Issuer shall within two (2) Business Days thereof provide notice thereof to the Collateral Agent, the Loan Agent, the Servicer and the Class A Lender. In the event that the Issuer, as holder of a Future Advance Mortgage Asset, is required make a Future Advance under the related Mortgage Asset Documents to the related Obligor under such Mortgage Asset, the Issuer shall provide notice thereof to the Collateral Agent, the Loan Agent, the Servicer and the Class A Lender. Such notice of a required Future Advance shall identify the related Future Advance Mortgage Asset and shall include the intended Additional Funding Date (if applicable), a description of how the related Obligor has satisfied the applicable funding conditions in the related Mortgage Asset Documents and the then current principal balance of such Future Advance Mortgage Asset. Such notice shall also include copies of all documentation submitted by the related Obligor in connection with the applicable Future Advance. The Issuer shall provide the Class A Lender with any additional information as the Class A Lender shall reasonably request regarding such proposed Future Advance. No Additional Funding Date (if applicable) related to such Future Advance shall be sooner than ten (10) Business Days’ after the Class A Lender’s receipt of all requested information regarding the requested Future Advance (it being acknowledged that Class A Lender may agree to a shorter period on a case-by-case basis). (b) In the event that there are sufficient Permitted Principal Proceeds on deposit in a Bank does not provide the Replenishment Reserve Account to fund the entirety of Agent with any such Future Advance for which Issuer has provided notice Reimbursement Amount in accordance with this Section 12.3(a) above7.4.1, and the Issuer shall fund such Future Advance with funds on deposit in the Replenishment Reserve Account, subject Agent has advanced a corresponding amount to the satisfaction Borrower on such Bank’s behalf, such Bank shall pay the Agent interest on such Reimbursement Amount at the rate charged to the Borrower for such corresponding amount under this Agreement for each Business Day on which such Bank fails to provide said Reimbursement Amount, commencing on the Business Day on which said Reimbursement Amount was due to be provided to the Agent; (b) Funds advanced by the Agent upon presentation of a sight or time draft under a Letter of Credit shall be considered a “Revolving Loan” for purposes of this Section 7.4.1 initially made by the Future Advance Funding Conditions.Agent at such time as such funds are actually advanced by the Agent; and (c) Solely in For purposes of calculating interest income and other applicable charges, each Revolving Loan made by the event that Permitted Principal Proceeds Agent on deposit in the Replenishment Reserve Account are insufficient to fund the entirety behalf of any Bank shall be considered a Revolving Loan from the Agent to the Borrower until such Future Advance time as the Agent receives the Reimbursement Amount allocable to such Revolving Loan from such Bank, and thereafter shall be considered a Revolving Loan from such Bank to the Borrower. 7.4.2 If for which Issuer has provided notice any reason any Bank shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to the Agent its Commitment Percentage of any advance requested in a Draw Certificate approved in accordance with Section 12.3(athis Agreement (a “Delinquent Bank”), and such failure is not cured within ten (10) abovedays of receipt from the Agent of written notice thereof, then, in addition to the rights and remedies that may be available to the Agent, other Banks, the Borrower or any other party at law or in equity, and not as a limitation thereof: (a) Such Delinquent Bank’s right to participate in the administration of, or decision-making rights related to, the Revolving Loans, the Letters of Credit, this Agreement or the other Credit Documents shall be suspended during the pendency of such failure or refusal (and in furtherance of the foregoing, (i) such Delinquent Bank’s Commitment Percentage shall not be considered in any determination of the Issuer term “Majority Banks,” and (ii) such Delinquent Bank shall fund such Future Advance not be included in any consents, waivers, approvals or determinations requiring the consent of the Majority Banks or of all of the Banks); (b) Such Delinquent Bank shall be deemed to have assigned any and all payments due to it from the Borrower, whether on account of the outstanding Revolving Loans, interests, fees or otherwise, to the extent non-delinquent Banks, for application to, and reduction of, their proportionate shares of the outstanding Revolving Loans until, as a result of application of such assigned payments, the Delinquent Bank’s percentage of all Permitted Principal Proceeds on deposit of the outstanding Revolving Loans shall equal its Commitment Percentage. The Delinquent Bank’s decision-making and participation rights to payments as set forth in this Section shall be restored only at such time as (i) the Replenishment Reserve Account in accordance with Section 12.3(b) above remaining outstanding Revolving Loans advanced by the Delinquent Bank equals its Commitment Percentage of all then outstanding Revolving Loans, and (ii) the Class A Lender Delinquent Bank shall make an Additional Class A Loan on such Additional Funding Date on account have paid to the Agent (for the pro rata benefit of such Future Advance in all of the non-delinquent Banks) an amount equal to the applicable Class A Loan Additional Funding Amount Delinquent Bank’s portion of the Unused Commitment Fee, and any other fee accruing to the period of time during which such Bank is a Delinquent Bank, multiplied by a fraction, the numerator of which is equal to the number of days such Delinquent Bank was delinquent and the denominator of which is equal to 364; and (c) The non-delinquent Banks shall also have the right, but not the obligation, in their respective, sole and absolute discretion, exercisable by irrevocable written notice to the Agent, the Delinquent Bank and all of the other Banks, to acquire for no cash consideration a portion of the Delinquent Bank’s Commitment to fund future Revolving Loans (the “Future Commitment”) equal to the lesser of (i) the portion of the Future Commitment such Future Advance (either electing Bank indicates in its entirely notice of exercise, and (ii) such electing Bank’s share of the Future Commitment determined pro rata in accordance with the Commitment Percentages of all Banks making such an election from time to time. Upon any such purchase of the Commitment of any Delinquent Bank’s Future Commitment, the Delinquent Bank’s share in future Revolving Loans and Letters of Credit and its rights under the Credit Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Bank shall promptly execute all documents reasonably requested to further evidence surrender and transfer of such interest. Each Delinquent Bank shall indemnify the Agent and each non-delinquent Bank from and against any and all loss, damage or in part expenses, including but not limited to reasonable attorneys’ fees and funds advanced by the Agent or by any non-delinquent Bank, on account of such Delinquent Bank’s failure to timely fund its Commitment Percentage of a Revolving Loan advance or to otherwise perform its obligations under this Agreement or any other Credit Document. 7.4.3 Notwithstanding the application provisions hereof, the obligations to make Revolving Loans under the terms of Permitted Principal Proceeds this Agreement shall be the several and not joint obligation of each Bank; provided, however, that during such time as (if anya) from the Replenishment Reserve Account) pursuant to there is no Default or Event of Default outstanding, and in accordance with Section 16.1 and 16.2 (for the avoidance of doubt, Issuer hereby agrees that each Class A Lender shall severally advance its pro rata share (based on its ratable portion of the Aggregate Outstanding Amount of the Class A Loan as identified on the Class A Loan Register) of such Additional Class A Loan pursuant to this Indenture and Credit Agreementb), provided that, in each case: (i) the Future Advance Funding Conditions are satisfied; aggregate outstanding principal balance of Revolving Loans funded by each non-delinquent Bank, plus (ii) the Holder then Stated Amount of the Class B Notes has contributed the applicable Class B Note Additional Funding Amount for Letters of Credit times such Future Advance; (iii) solely with respect to an Additional Class A Loan to be made by Class A Lender in its sole and absolute discretionBank’s Commitment Percentage is less than such Bank’s Commitment, the Class A Lender approves then such Additional Class A Loan in its sole and absolute discretion (other than in the case of the Committed Additional Class A Loan); and (iv) receipt by the Class A Lender of the Additional Class A Loan Fee. (d) Upon satisfaction of the conditions set forth in Sections 12.3(a) and (c), the Class A Lender Bank shall fund such Additional Class A Loan to or at the direction of the Issuer. Upon the making such Additional Class A Loan, the Issuer shall provide notice thereof to the Collateral Agent and the Loan Agent and the Aggregate Outstanding Amount of the Class A Loan shall be increased by the Class A Loan Additional Funding Amount. (e) If the Class A Lender elects (in its sole and absolute discretion) to make an Additional Class A Loan in accordance with Section 16.1(b) to allow the Issuer to fund any Future Advance with respect to any Future Advance Mortgage Asset, the Issuer shall use the proceeds of such Additional Class A Loan together with amounts funded or contributed by the Holder of the Class B Notes or withdrawn from the Replenishment Reserve Account to fund such Future Advance. The Class A Lender may (in its sole and absolute discretion) impose conditions (in addition to those specified in Section 12.3(a)) to the making ratable portion of any applicable Additional Class A Loan as it deems appropriateadvance of any Delinquent Bank. The Aggregate Outstanding Amount of the Class B Notes shall be increased by an amount equal to (i) the principal amount of such Future Advance Any Revolving Loans made by the Issuer pursuant to this Section 12.3(e), if any, as Agent on behalf of a Bank are strictly for the administrative convenience of the date of the related acquisition minus (ii) the amount of any Additional Class A Loan (parties and the amount withdrawn from the Replenishment Reserve Account) related shall in no way diminish such Bank’s liability to the funding of such Future Advance. (f) The Issuer acknowledges and agrees that, with respect Agent to any Future Advance Mortgage Asset for which (i) Permitted Principal Proceeds on deposit in repay the Replenishment Reserve Account are insufficient to fund (in whole or in part) such Future Advance because the conditions set forth in Sections 12.3(a) and (b) are not satisfied or otherwise or (ii) the Class A Lender does not advance any Additional Class A Loan to fund such Future Advance hereunder because the conditions set forth in Sections 12.3(a) and (c) are not satisfied or otherwise, the Issuer shall advance, as and when required under the related Mortgage Asset Documents, any and all Future Advances required thereunder. In connection therewith, the Holder of the Class B Notes shall contribute Cash to the Issuer in an amount equal to the applicable Class B Note Additional Funding Amount in order to ensure that the Issuer has sufficient Cash to fund such all such Future Advances in full, in which case the Issuer shall provide notice thereof to the Collateral Agent and the Loan Agent and the Class B Note shall be increased by the applicable Class B Note Additional Funding Amount. In the event that the conditions set forth in Sections 12.3(a) and (c) are later satisfied with respect to a Future Advance and the Class A Lender makes an Additional Class A Loan in accordance with Section 12.3(c) and (d) hereof, the Issuer shall provide notice thereof to the Collateral Agent and the Loan Agent and the Class B Note shall be reduced by the applicable Class A Loan Additional Funding Amount for such Future Advanceadvances.

Future Advances. (a) Upon an Obligor request for a Future Advance with respect In order to any Future Advance Mortgage Assetmore conveniently administer the Loans, the Issuer shall within two (2) Business Days thereof provide notice thereof Administrative Agent may, unless notified to the Collateral Agentcontrary by any Bank prior to the date upon which any Revolving Credit Loan is to be made, assume that such Bank has made available to the Administrative Agent on such date the amount of such Bank’s share of such Revolving Credit Loan Agentto be made on such date as provided in this Agreement, the Servicer and the Class A Lender. In the event that the IssuerAdministrative Agent may (but it shall not be required to), as holder of a Future Advance Mortgage Assetin reliance upon such assumption, is required make a Future Advance under the related Mortgage Asset Documents available to the related Obligor under such Mortgage Asset, the Issuer shall provide notice thereof Borrower a corresponding amount. If any Bank makes available to the Collateral Agent, the Loan Agent, the Servicer and the Class A Lender. Such notice of Administrative Agent such amount on a required Future Advance shall identify the related Future Advance Mortgage Asset and shall include the intended Additional Funding Date (if applicable), a description of how the related Obligor has satisfied the applicable funding conditions in the related Mortgage Asset Documents and the then current principal balance of such Future Advance Mortgage Asset. Such notice shall also include copies of all documentation submitted by the related Obligor in connection with the applicable Future Advance. The Issuer shall provide the Class A Lender with any additional information as the Class A Lender shall reasonably request regarding such proposed Future Advance. No Additional Funding Date (if applicable) related to such Future Advance shall be sooner than ten (10) Business Days’ date after the Class A Lender’s receipt of all requested information regarding date upon which the requested Future Advance (it being acknowledged that Class A Lender may agree to a shorter period on a case-by-case basis). (b) In the event that there are sufficient Permitted Principal Proceeds on deposit in the Replenishment Reserve Account to fund the entirety of any Revolving Credit Loan is made, such Future Advance for which Issuer has provided notice in accordance with Section 12.3(a) above, the Issuer Bank shall fund such Future Advance with funds on deposit in the Replenishment Reserve Account, subject pay to the satisfaction of the Future Advance Funding Conditions. (c) Solely in the event that Permitted Principal Proceeds Administrative Agent on deposit in the Replenishment Reserve Account are insufficient to fund the entirety of any such Future Advance for which Issuer has provided notice in accordance with Section 12.3(a) above, (i) the Issuer shall fund such Future Advance to the extent of all Permitted Principal Proceeds on deposit in the Replenishment Reserve Account in accordance with Section 12.3(b) above and (ii) the Class A Lender shall make an Additional Class A Loan on such Additional Funding Date on account of such Future Advance in demand an amount equal to the applicable Class A Loan Additional Funding Amount for such Future Advance (either in its entirely or in part on account product of the application of Permitted Principal Proceeds (if any) from the Replenishment Reserve Account) pursuant to and in accordance with Section 16.1 and 16.2 (for the avoidance of doubt, Issuer hereby agrees that each Class A Lender shall severally advance its pro rata share (based on its ratable portion of the Aggregate Outstanding Amount of the Class A Loan as identified on the Class A Loan Register) of such Additional Class A Loan pursuant to this Indenture and Credit Agreement), provided that, in each case: (i) the Future Advance Funding Conditions are satisfied; (ii) average computed for the Holder of the Class B Notes has contributed the applicable Class B Note Additional Funding Amount for such Future Advance; period referred to in clause (iii) solely with respect to an Additional Class A Loan to be made by Class A Lender in its sole and absolute discretionbelow, the Class A Lender approves such Additional Class A Loan in its sole and absolute discretion (other than in the case of the Committed Additional Class A Loan); and (iv) receipt weighted average interest rate paid by the Class A Lender of the Additional Class A Loan Fee. (d) Upon satisfaction of the conditions set forth in Sections 12.3(a) and (c), the Class A Lender shall fund such Additional Class A Loan to or at the direction of the Issuer. Upon the making such Additional Class A Loan, the Issuer shall provide notice thereof to the Collateral Administrative Agent and the Loan Agent and the Aggregate Outstanding Amount of the Class A Loan shall be increased for federal funds acquired by the Class A Loan Additional Funding Amount. (e) If the Class A Lender elects (Administrative Agent during each day included in its sole and absolute discretion) to make an Additional Class A Loan in accordance with Section 16.1(b) to allow the Issuer to fund any Future Advance with respect to any Future Advance Mortgage Assetsuch period, the Issuer shall use the proceeds of such Additional Class A Loan together with amounts funded or contributed multiplied by the Holder of the Class B Notes or withdrawn from the Replenishment Reserve Account to fund such Future Advance. The Class A Lender may (in its sole and absolute discretion) impose conditions (in addition to those specified in Section 12.3(a)) to the making of any applicable Additional Class A Loan as it deems appropriate. The Aggregate Outstanding Amount of the Class B Notes shall be increased by an amount equal to (i) the principal amount of such Future Advance made by the Issuer pursuant to this Section 12.3(e), if any, as of the date of the related acquisition minus (ii) the amount of any Additional Class A such Bank’s share of such Revolving Credit Loan, multiplied by (iii) a fraction, the numerator of which is the number of days that elapsed from and including such date to the date on which the amount of such Bank’s share of such Revolving Credit Loan (shall become immediately available to the Administrative Agent, and the amount withdrawn from denominator of which is 360 or 365, as applicable. A statement of the Replenishment Reserve Account) related Administrative Agent submitted to the funding of such Future Advance. (f) The Issuer acknowledges and agrees that, Bank with respect to any Future Advance Mortgage Asset for which (i) Permitted Principal Proceeds on deposit in amounts owing under this subsection shall be prima facie evidence of the Replenishment Reserve Account are insufficient amount due and owing to fund (in whole or in part) the Administrative Agent by such Future Advance because the conditions set forth in Sections 12.3(a) and Bank. (b) are not satisfied or otherwise or (ii) the Class A Lender does not advance The Administrative Agent may at any Additional Class A time, in its sole discretion, upon notice to any Bank, refuse to make any Revolving Credit Loan to fund the Borrower on behalf of such Future Advance hereunder because the conditions set forth in Sections 12.3(a) and (c) are not satisfied or otherwise, the Issuer Bank unless such Bank shall advance, as and when required under the related Mortgage Asset Documents, any and all Future Advances required thereunder. In connection therewith, the Holder of the Class B Notes shall contribute Cash have provided to the Issuer in an amount Administrative Agent immediately available federal funds equal to the applicable Class B Note Additional Funding Amount in order to ensure that the Issuer has sufficient Cash to fund such all Bank’s share of such Future Advances in full, in which case the Issuer shall provide notice thereof to the Collateral Agent and the Loan Agent and the Class B Note shall be increased by the applicable Class B Note Additional Funding Amount. In the event that the conditions set forth in Sections 12.3(a) and (c) are later satisfied with respect to a Future Advance and the Class A Lender makes an Additional Class A Revolving Credit Loan in accordance with Section 12.3(cthis Agreement. (c) and (d) hereofAnything in this Agreement to the contrary notwithstanding, the Issuer obligations to make Loans under the terms of this Agreement shall provide notice thereof be the several and not joint obligation of each of the Banks and any advances made by the Administrative Agent on behalf of any Bank are strictly for the administrative convenience of the parties and shall in no way diminish any Bank’s liability to repay the Administrative Agent for such Loans and advances. If the amount of any Bank’s share of any Revolving Credit Loan which the Administrative Agent has advanced to the Collateral Borrower (including without limitation any Revolving Credit Loan made or deemed to have been requested pursuant to Section 2.1(b)(iii)(A)) is not made available to the Administrative Agent and by such Bank within 1 Business Day following the date upon which such Revolving Credit Loan is made, the Administrative Agent and the Class B Note shall be reduced by entitled to recover such amount from the Borrower on demand, with interest thereon at the rate per annum applicable Class A Loan Additional Funding Amount for to the Revolving Credit Loans made on such Future Advancedate.

Future Advances. (a) Upon an Obligor request for a Future Advance with respect In order to any Future Advance Mortgage Assetmore conveniently administer the Loans, the Issuer shall within two (2) Business Days thereof provide notice thereof Administrative Agent may, unless notified to the Collateral Agentcontrary by any Bank prior to the date upon which any Revolving Credit Loan is to be made, assume that such Bank has made available to the Administrative Agent on such date the amount of such Bank's share of such Revolving Credit Loan Agentto be made on such date as provided in this Agreement, the Servicer and the Class A Lender. In the event that the IssuerAdministrative Agent may (but it shall not be required to), as holder of a Future Advance Mortgage Assetin reliance upon such assumption, is required make a Future Advance under the related Mortgage Asset Documents available to the related Obligor under such Mortgage Asset, the Issuer shall provide notice thereof Borrower a corresponding amount. If any Bank makes available to the Collateral Agent, the Loan Agent, the Servicer and the Class A Lender. Such notice of Administrative Agent such amount on a required Future Advance shall identify the related Future Advance Mortgage Asset and shall include the intended Additional Funding Date (if applicable), a description of how the related Obligor has satisfied the applicable funding conditions in the related Mortgage Asset Documents and the then current principal balance of such Future Advance Mortgage Asset. Such notice shall also include copies of all documentation submitted by the related Obligor in connection with the applicable Future Advance. The Issuer shall provide the Class A Lender with any additional information as the Class A Lender shall reasonably request regarding such proposed Future Advance. No Additional Funding Date (if applicable) related to such Future Advance shall be sooner than ten (10) Business Days’ date after the Class A Lender’s receipt of all requested information regarding date upon which the requested Future Advance (it being acknowledged that Class A Lender may agree to a shorter period on a case-by-case basis). (b) In the event that there are sufficient Permitted Principal Proceeds on deposit in the Replenishment Reserve Account to fund the entirety of any Revolving Credit Loan is made, such Future Advance for which Issuer has provided notice in accordance with Section 12.3(a) above, the Issuer Bank shall fund such Future Advance with funds on deposit in the Replenishment Reserve Account, subject pay to the satisfaction of the Future Advance Funding Conditions. (c) Solely in the event that Permitted Principal Proceeds Administrative Agent on deposit in the Replenishment Reserve Account are insufficient to fund the entirety of any such Future Advance for which Issuer has provided notice in accordance with Section 12.3(a) above, (i) the Issuer shall fund such Future Advance to the extent of all Permitted Principal Proceeds on deposit in the Replenishment Reserve Account in accordance with Section 12.3(b) above and (ii) the Class A Lender shall make an Additional Class A Loan on such Additional Funding Date on account of such Future Advance in demand an amount equal to the applicable Class A Loan Additional Funding Amount for such Future Advance (either in its entirely or in part on account product of the application of Permitted Principal Proceeds (if any) from the Replenishment Reserve Account) pursuant to and in accordance with Section 16.1 and 16.2 (for the avoidance of doubt, Issuer hereby agrees that each Class A Lender shall severally advance its pro rata share (based on its ratable portion of the Aggregate Outstanding Amount of the Class A Loan as identified on the Class A Loan Register) of such Additional Class A Loan pursuant to this Indenture and Credit Agreement), provided that, in each case: (i) the Future Advance Funding Conditions are satisfied; (ii) average computed for the Holder of the Class B Notes has contributed the applicable Class B Note Additional Funding Amount for such Future Advance; period referred to in clause (iii) solely with respect to an Additional Class A Loan to be made by Class A Lender in its sole and absolute discretionbelow, the Class A Lender approves such Additional Class A Loan in its sole and absolute discretion (other than in the case of the Committed Additional Class A Loan); and (iv) receipt weighted average interest rate paid by the Class A Lender of the Additional Class A Loan Fee. (d) Upon satisfaction of the conditions set forth in Sections 12.3(a) and (c), the Class A Lender shall fund such Additional Class A Loan to or at the direction of the Issuer. Upon the making such Additional Class A Loan, the Issuer shall provide notice thereof to the Collateral Administrative Agent and the Loan Agent and the Aggregate Outstanding Amount of the Class A Loan shall be increased for federal funds acquired by the Class A Loan Additional Funding Amount. (e) If the Class A Lender elects (Administrative Agent during each day included in its sole and absolute discretion) to make an Additional Class A Loan in accordance with Section 16.1(b) to allow the Issuer to fund any Future Advance with respect to any Future Advance Mortgage Assetsuch period, the Issuer shall use the proceeds of such Additional Class A Loan together with amounts funded or contributed multiplied by the Holder of the Class B Notes or withdrawn from the Replenishment Reserve Account to fund such Future Advance. The Class A Lender may (in its sole and absolute discretion) impose conditions (in addition to those specified in Section 12.3(a)) to the making of any applicable Additional Class A Loan as it deems appropriate. The Aggregate Outstanding Amount of the Class B Notes shall be increased by an amount equal to (i) the principal amount of such Future Advance made by the Issuer pursuant to this Section 12.3(e), if any, as of the date of the related acquisition minus (ii) the amount of any Additional Class A such Bank's share of such Revolving Credit Loan, multiplied by (iii) a fraction, the numerator of which is the number of days that elapsed from and including such date to the date on which the amount of such Bank's share of such Revolving Credit Loan (shall become immediately available to the Administrative Agent, and the amount withdrawn from denominator of which is 360 or 365, as applicable. A statement of the Replenishment Reserve Account) related Administrative Agent submitted to the funding of such Future Advance. (f) The Issuer acknowledges and agrees that, Bank with respect to any Future Advance Mortgage Asset for which (i) Permitted Principal Proceeds on deposit in amounts owing under this subsection shall be prima facie evidence of the Replenishment Reserve Account are insufficient amount due and owing to fund (in whole or in part) the Administrative Agent by such Future Advance because the conditions set forth in Sections 12.3(a) and Bank. (b) are not satisfied or otherwise or (ii) the Class A Lender does not advance The Administrative Agent may at any Additional Class A time, in its sole discretion, upon notice to any Bank, refuse to make any Revolving Credit Loan to fund the Borrower on behalf of such Future Advance hereunder because the conditions set forth in Sections 12.3(a) and (c) are not satisfied or otherwise, the Issuer Bank unless such Bank shall advance, as and when required under the related Mortgage Asset Documents, any and all Future Advances required thereunder. In connection therewith, the Holder of the Class B Notes shall contribute Cash have provided to the Issuer in an amount Administrative Agent immediately available federal funds equal to the applicable Class B Note Additional Funding Amount in order to ensure that the Issuer has sufficient Cash to fund such all Bank's share of such Future Advances in full, in which case the Issuer shall provide notice thereof to the Collateral Agent and the Loan Agent and the Class B Note shall be increased by the applicable Class B Note Additional Funding Amount. In the event that the conditions set forth in Sections 12.3(a) and (c) are later satisfied with respect to a Future Advance and the Class A Lender makes an Additional Class A Revolving Credit Loan in accordance with Section 12.3(cthis Agreement. (c) and (d) hereofAnything in this Agreement to the contrary notwithstanding, the Issuer obligations to make Loans under the terms of this Agreement shall provide notice thereof be the several and not joint obligation of each of the Banks and any advances made by the Administrative Agent on behalf of any Bank are strictly for the administrative convenience of the parties and shall in no way diminish any Bank's liability to repay the Administrative Agent for such Loans and advances. If the amount of any Bank's share of any Revolving Credit Loan which the Administrative Agent has advanced to the Collateral Borrower is not made available to the Administrative Agent and by such Bank within one Business Day following the date upon which such Revolving Credit Loan is made, the Administrative Agent and the Class B Note shall be reduced by entitled to recover such amount from the Borrower on demand, with interest thereon at the rate per annum applicable Class A Loan Additional Funding Amount for to the Revolving Credit Loans made on such Future Advancedate.

Future Advances. (a) Upon With respect to any Transaction involving an Obligor request for Eligible Asset that is a Future Advance with respect to any Asset, Seller shall indicate in the related Preliminary Due Diligence Package that such Eligible Asset is a Future Advance Mortgage Asset and shall provide Administrative Agent, on behalf of Buyers, with the information required to complete the Confirmation regarding such Future Advance Asset, as well as, the Issuer shall within then remaining unfunded future funding obligations under all Future Advance Assets. At any time prior to the Repurchase Date (but no more than two (2) Business Days thereof provide notice thereof times per month for each Future Advance Asset), in the event a future advance is to be made by Seller pursuant to the Collateral Agent, the Loan Agent, the Servicer and the Class A Lender. In the event that the Issuer, as holder of Purchased Asset Documents with respect to a Future Advance Mortgage Asset, is required Seller may submit to Administrative Agent, on behalf of Buyers, a request that Buyers transfer their respective pro rata share of cash to Seller in an amount not to exceed the Maximum Purchase Percentage, multiplied by the amount of such future advance (a “Future Advance Purchase”), which Future Advance Purchase shall increase the outstanding Purchase Price for such Future Advance Asset. Notwithstanding anything to the contrary contained in this Agreement, Administrative Agent, on behalf of Buyers, shall be under no obligation to make a Future Advance under the related Mortgage Asset Documents to the related Obligor under such Mortgage AssetPurchase, the Issuer shall provide notice thereof to the Collateral Agent, the Loan Agent, the Servicer and the Class A Lender. Such notice of a required Future Advance shall identify the related Future Advance Mortgage Asset and shall include the intended Additional Funding Date (if applicable), a description of how the related Obligor has satisfied the applicable funding conditions in the related Mortgage Asset Documents and the then current principal balance of such Future Advance Mortgage Asset. Such notice shall also include copies of all documentation submitted by the related Obligor in connection with the applicable Future Advance. The Issuer shall provide the Class A Lender with any additional information as the Class A Lender shall reasonably request regarding such proposed Future Advance. No Additional Funding Date (if applicable) related to such Future Advance shall be sooner than ten (10) Business Days’ after the Class A Lender’s receipt of all requested information regarding the requested Future Advance (it being acknowledged that Class A Lender may agree to a shorter period on a case-by-case basis). (b) In the event that there are sufficient Permitted Principal Proceeds on deposit in the Replenishment Reserve Account to fund the entirety of any such Future Advance for which Issuer has provided notice in accordance with Section 12.3(a) above, the Issuer shall fund such Future Advance with funds on deposit in the Replenishment Reserve Account, subject to the satisfaction of the Future Advance Funding Conditions. (c) Solely in the event that Permitted Principal Proceeds on deposit in the Replenishment Reserve Account are insufficient to fund the entirety of any such Future Advance for which Issuer has provided notice in accordance with Section 12.3(a) above, (i) the Issuer shall fund such Future Advance to the extent of all Permitted Principal Proceeds on deposit in the Replenishment Reserve Account in accordance with Section 12.3(b) above and (ii) the Class A Lender shall make an Additional Class A Loan on such Additional Funding Date on account of such Future Advance in an amount equal to the applicable Class A Loan Additional Funding Amount for such Future Advance (either in its entirely or in part on account of the application of Permitted Principal Proceeds (if any) from the Replenishment Reserve Account) pursuant to and in accordance with Section 16.1 and 16.2 (for the avoidance of doubt, Issuer hereby agrees that each Class A Lender shall severally advance its pro rata share (based on its ratable portion of the Aggregate Outstanding Amount of the Class A Loan as identified on the Class A Loan Register) of such Additional Class A Loan pursuant to this Indenture and Credit Agreement), provided that, in each case: (i) the Future Advance Funding Conditions are satisfied; (ii) the Holder of the Class B Notes has contributed the applicable Class B Note Additional Funding Amount for such Future Advance; (iii) solely with respect to an Additional Class A Loan to be made by Class A Lender determine in its sole and absolute discretion, exercised in good faith, whether to proceed with any proposed Future Advance Purchase. Buyers shall transfer cash to Seller as provided in this Section 3(h) (and in accordance with the Class A Lender approves wire instructions provided by Seller in such Additional Class A Loan request) on the date requested by Seller, which date shall be no earlier than two (2) Business Days following the Business Day on which Administrative Agent reasonably determines that the conditions precedent to such Future Advance Purchase as set forth in this Section 3(h) have been satisfied (or, in Administrative Agent’s sole and absolute discretion, as determined in good faith, waived). Any Future Advance Purchase to be made by Administrative Agent, on behalf of Buyers, in accordance with this Section 3(h) shall be subject to satisfaction of the following conditions: (i) no unsatisfied Margin Deficit, Default or Event of Default has occurred and is continuing or will result from the funding of such Future Advance Purchase; (ii) the funding of the Future Advance Purchase will not cause the aggregate outstanding Purchase Price for all Purchased Assets to exceed the Facility Amount; (iii) the Future Advance Purchase will not cause the Purchase Price of the applicable Future Advance Asset to exceed the Concentration Limit; (iv) Administrative Agent, on behalf of Buyers, shall have determined, in its sole discretion exercised in good faith, that the Maximum Asset Exposure Threshold and absolute discretion (other than in Portfolio Exposure Threshold will be satisfied immediately after giving effect to the case funding of the Committed Additional Class A LoanFuture Advance Purchase; (v) Seller shall have demonstrated to the reasonable satisfaction of Administrative Agent, on behalf of Buyers, that all conditions to the future advance under the Purchased Asset Documents have been satisfied; (vi) Administrative Agent, on behalf of Buyers, and Seller shall have executed and delivered a restated Confirmation for the applicable Transaction to set forth the new outstanding Purchase Price for such Purchased Asset and any other modifications to the terms set forth on the existing Confirmation; (vii) the Future Advance Purchase shall be in an amount equal to or greater than One Million Dollars ($1,000,000); and (ivviii) receipt previously or simultaneously with Buyers funding of the Future Advance Purchase, Seller shall have funded or caused to be funded to the Mortgagor (or to an escrow agent or as otherwise directed by the Class A Lender of the Additional Class A Loan Fee. (dMortgagor) Upon satisfaction of the conditions set forth in Sections 12.3(a) and (c), the Class A Lender shall fund such Additional Class A Loan to or at the direction of the Issuer. Upon the making such Additional Class A Loan, the Issuer shall provide notice thereof to the Collateral Agent and the Loan Agent and the Aggregate Outstanding Amount of the Class A Loan shall be increased by the Class A Loan Additional Funding Amount. (e) If the Class A Lender elects (in its sole and absolute discretion) to make an Additional Class A Loan in accordance with Section 16.1(b) to allow the Issuer to fund any Future Advance with respect to any Future Advance Mortgage Asset, the Issuer shall use the proceeds of such Additional Class A Loan together with amounts funded or contributed by the Holder of the Class B Notes or withdrawn from the Replenishment Reserve Account to fund such Future Advance. The Class A Lender may (in its sole and absolute discretion) impose conditions (in addition to those specified in Section 12.3(a)) to the making of any applicable Additional Class A Loan as it deems appropriate. The Aggregate Outstanding Amount of the Class B Notes shall be increased by an amount equal to (i) the principal amount pro rata portion of such Future Advance made by the Issuer pursuant to this Section 12.3(e), if any, as of the date of the related acquisition minus (ii) the amount of any Additional Class A Loan (and the amount withdrawn from the Replenishment Reserve Account) related to the funding Purchase in respect of such Future AdvanceAdvance Asset. (fix) The Issuer acknowledges Seller and agrees thatAdministrative Agent, on behalf of Buyers, shall have approved any required modification to the Confirmation with respect to any the applicable Future Advance Mortgage Asset for which Asset; (ix) Permitted Principal Proceeds on deposit in Buyers credit committee shall have approved the Replenishment Reserve Account are insufficient to fund (in whole or in part) such Future Advance because Purchase; (xi) no Key Person Event shall have occurred; and (xii) Administrative Agent, on behalf of Buyers, shall not have determined, in its sole discretion exercised in good faith, that an event or circumstance exists that has caused the conditions set forth occurrence of (A) a material change in Sections 12.3(afinancial markets, as a result of an outbreak or escalation of hostilities, or a material change in national or international political, financial or economic conditions, (B) and (b) are not satisfied or otherwise a general suspension of trading on major stock exchanges or (iiC) the Class A Lender does not advance any Additional Class A Loan to fund such Future Advance hereunder because the conditions set forth a disruption in Sections 12.3(a) and (c) are not satisfied or otherwise, the Issuer shall advance, as and when required under the related Mortgage Asset Documents, any and all Future Advances required thereunder. In connection therewith, the Holder of the Class B Notes shall contribute Cash to the Issuer in an amount equal to the applicable Class B Note Additional Funding Amount in order to ensure that the Issuer has sufficient Cash to fund such all such Future Advances in full, in which case the Issuer shall provide notice thereof to the Collateral Agent and the Loan Agent and the Class B Note shall be increased by the applicable Class B Note Additional Funding Amount. In the event that the conditions set forth in Sections 12.3(a) and (c) are later satisfied with respect to a Future Advance and the Class A Lender makes an Additional Class A Loan in accordance with Section 12.3(c) and (d) hereof, the Issuer shall provide notice thereof to the Collateral Agent and the Loan Agent and the Class B Note shall be reduced by the applicable Class A Loan Additional Funding Amount for such Future Advancemoratorium on commercial banking activities or securities settlement services.

Future Advances. (a) Upon an Obligor request for a Future Advance with respect In order more conveniently to any Future Advance Mortgage Assetadminister the Revolving Credit Loans, the Issuer shall within two (2) Business Days thereof provide notice thereof Administrative Agent may, unless notified to the Collateral Agentcontrary by any Bank on or prior to the date upon which any Revolving Credit Loan is to be made, assume that such Bank has made available to the Administrative Agent on such date the amount of such Bank’s share of such Revolving Credit Loan Agentto be made on such date as provided in this Agreement, the Servicer and the Class A Lender. In the event that the IssuerAdministrative Agent may (but it shall not be required to), as holder of a Future Advance Mortgage Assetin reliance upon such assumption, is required make a Future Advance under the related Mortgage Asset Documents available to the related Obligor under such Mortgage Asset, the Issuer shall provide notice thereof Borrowers a corresponding amount. If any Bank makes available to the Collateral Agent, the Loan Agent, the Servicer and the Class A Lender. Such notice of Administrative Agent such amount on a required Future Advance shall identify the related Future Advance Mortgage Asset and shall include the intended Additional Funding Date (if applicable), a description of how the related Obligor has satisfied the applicable funding conditions in the related Mortgage Asset Documents and the then current principal balance of such Future Advance Mortgage Asset. Such notice shall also include copies of all documentation submitted by the related Obligor in connection with the applicable Future Advance. The Issuer shall provide the Class A Lender with any additional information as the Class A Lender shall reasonably request regarding such proposed Future Advance. No Additional Funding Date (if applicable) related to such Future Advance shall be sooner than ten (10) Business Days’ date after the Class A Lender’s receipt of all requested information regarding date upon which the requested Future Advance (it being acknowledged that Class A Lender may agree to a shorter period on a case-by-case basis). (b) In the event that there are sufficient Permitted Principal Proceeds on deposit in the Replenishment Reserve Account to fund the entirety of any Revolving Credit Loan is made, such Future Advance for which Issuer has provided notice in accordance with Section 12.3(a) above, the Issuer Bank shall fund such Future Advance with funds on deposit in the Replenishment Reserve Account, subject pay to the satisfaction of the Future Advance Funding Conditions. (c) Solely in the event that Permitted Principal Proceeds Administrative Agent on deposit in the Replenishment Reserve Account are insufficient to fund the entirety of any such Future Advance for which Issuer has provided notice in accordance with Section 12.3(a) above, (i) the Issuer shall fund such Future Advance to the extent of all Permitted Principal Proceeds on deposit in the Replenishment Reserve Account in accordance with Section 12.3(b) above and (ii) the Class A Lender shall make an Additional Class A Loan on such Additional Funding Date on account of such Future Advance in demand an amount equal to the applicable Class A Loan Additional Funding Amount for such Future Advance (either in its entirely or in part on account product of the application of Permitted Principal Proceeds (if any) from the Replenishment Reserve Account) pursuant to and in accordance with Section 16.1 and 16.2 (for the avoidance of doubt, Issuer hereby agrees that each Class A Lender shall severally advance its pro rata share (based on its ratable portion of the Aggregate Outstanding Amount of the Class A Loan as identified on the Class A Loan Register) of such Additional Class A Loan pursuant to this Indenture and Credit Agreement), provided that, in each case: (i) the Future Advance Funding Conditions are satisfied; (ii) average computed for the Holder of the Class B Notes has contributed the applicable Class B Note Additional Funding Amount for such Future Advance; period referred to in clause (iii) solely with respect to an Additional Class A Loan to be made by Class A Lender in its sole and absolute discretionbelow, the Class A Lender approves such Additional Class A Loan in its sole and absolute discretion (other than in the case of the Committed Additional Class A Loan); and (iv) receipt weighted average interest rate paid by the Class A Lender of the Additional Class A Loan Fee. (d) Upon satisfaction of the conditions set forth in Sections 12.3(a) and (c), the Class A Lender shall fund such Additional Class A Loan to or at the direction of the Issuer. Upon the making such Additional Class A Loan, the Issuer shall provide notice thereof to the Collateral Agent and the Loan Agent and the Aggregate Outstanding Amount of the Class A Loan shall be increased for federal funds acquired by the Class A Loan Additional Funding Amount. (e) If the Class A Lender elects (Administrative Agent during each day included in its sole and absolute discretion) to make an Additional Class A Loan in accordance with Section 16.1(b) to allow the Issuer to fund any Future Advance with respect to any Future Advance Mortgage Assetsuch period, the Issuer shall use the proceeds of such Additional Class A Loan together with amounts funded or contributed multiplied by the Holder of the Class B Notes or withdrawn from the Replenishment Reserve Account to fund such Future Advance. The Class A Lender may (in its sole and absolute discretion) impose conditions (in addition to those specified in Section 12.3(a)) to the making of any applicable Additional Class A Loan as it deems appropriate. The Aggregate Outstanding Amount of the Class B Notes shall be increased by an amount equal to (i) the principal amount of such Future Advance made by the Issuer pursuant to this Section 12.3(e), if any, as of the date of the related acquisition minus (ii) the amount of any Additional Class A such Bank’s share of such Revolving Credit Loan, multiplied by (iii) a fraction, the numerator of which is the number of days that elapsed from and including such date to the date on which the amount of such Bank’s share of such Revolving Credit Loan (shall become immediately available to the Administrative Agent, and the amount withdrawn from denominator of which is 365. A statement of the Replenishment Reserve Account) related Administrative Agent submitted to the funding of such Future Advance. (f) The Issuer acknowledges and agrees that, Bank with respect to any Future Advance Mortgage Asset for which (i) Permitted Principal Proceeds on deposit in amounts owing under this subsection shall be prima facie evidence of the Replenishment Reserve Account are insufficient amount due and owing to fund (in whole or in part) the Administrative Agent by such Future Advance because the conditions set forth in Sections 12.3(a) and Bank. (b) are not satisfied or otherwise or (ii) the Class A Lender does not advance The Administrative Agent may at any Additional Class A time, in its sole discretion, upon notice to any Bank, refuse to make any Revolving Credit Loan to fund the Borrowers on behalf of such Future Advance hereunder because the conditions set forth in Sections 12.3(a) and (c) are not satisfied or otherwise, the Issuer Bank unless such Bank shall advance, as and when required under the related Mortgage Asset Documents, any and all Future Advances required thereunder. In connection therewith, the Holder of the Class B Notes shall contribute Cash have provided to the Issuer in an amount Administrative Agent immediately available federal funds equal to the applicable Class B Note Additional Funding Amount in order to ensure that the Issuer has sufficient Cash to fund such all Bank’s share of such Future Advances in full, in which case the Issuer shall provide notice thereof to the Collateral Agent and the Loan Agent and the Class B Note shall be increased by the applicable Class B Note Additional Funding Amount. In the event that the conditions set forth in Sections 12.3(a) and (c) are later satisfied with respect to a Future Advance and the Class A Lender makes an Additional Class A Revolving Credit Loan in accordance with Section 12.3(cthis Agreement. (c) Anything in this Agreement to the contrary notwithstanding, the obligations to make Revolving Credit Loans under the terms of this Agreement shall be the several and not joint obligation of each of the Banks and any advances made by the Administrative Agent on behalf of any Bank are strictly for the administrative convenience of the parties and shall in no way diminish any Bank’s liability to repay the Administrative Agent for such Revolving Credit Loans and advances. If the amount of any Bank’s share of any Revolving Credit Loan which the Administrative Agent has advanced to the Borrowers is not made available to the Administrative Agent by such Bank within 1 Business Day following the date upon which such Revolving Credit Loan is made, the Administrative Agent shall promptly notify the Borrowers and shall be entitled to recover such amount from the Borrowers within 3 Business Days following the date upon which such Revolving Credit Loan was made, with interest thereon at the rate per annum applicable to such Revolving Credit Loans. If the Borrowers do not make such payment when due, then each of the Banks or the Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent, forthwith on demand, such amount (up to each Bank's Commitment Percentage of such amount), in immediately available funds with interest thereon, for each day from and including the date such amount was advanced to the Borrowers to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation; provided that in no event shall any Bank be required to fund in excess of such Bank's aggregate Revolving Credit Commitment. (d) Subject to the terms and conditions hereof, the Issuer (x) each Bank shall provide notice thereof make available to the Collateral Administrative Agent, in immediately available funds, no later than 1:00 p.m., Boston, Massachusetts time, on the date upon which any Base Rate Revolving Credit Loan or Eurodollar Rate Loan is to be made, such Bank’s Commitment Percentage of the requested Revolving Credit Loan and (y) the Swingline Lender shall make available to the Administrative Agent, in immediately available funds, no later than 4:00 p.m. (Boston, Massachusetts time), on the date upon which any Swingline Loan is to be made, the amount of such Swingline Loan to be made on such date. The Administrative Agent and shall, in turn, make each Revolving Credit Loan (including any Swingline Loan) on the effective date specified therefor by crediting the amount of such Revolving Credit Loan (including any Swingline Loan) to the Borrowers’ demand deposit account with the Administrative Agent. In no event shall the Administrative Agent and (in its capacity as Administrative Agent) have any obligation to make any funding or shall any Bank be obligated to fund more than its Commitment Percentage of the Class B Note requested Revolving Credit Loan. Revolving Loans to be made for the purpose of refunding Swingline Loans shall be reduced made by the applicable Class A Loan Additional Funding Amount for such Future AdvanceBanks as provided in Section 2.5.10 hereof.

Future Advances. (a) Upon an Obligor request for a Future Advance with respect In order more conveniently to any Future Advance Mortgage Assetadminister the Loans, the Issuer shall within two (2) Business Days thereof provide notice thereof Administrative Agent may, unless notified to the Collateral Agentcontrary by any Lender prior to the date upon which any Revolving Credit Loan is to be made, assume that such Lender has made available to the Administrative Agent on such date the amount of such Lender's share of such Revolving Credit Loan Agentto be made on such date as provided in this Agreement, the Servicer and the Class A Lender. In the event that the IssuerAdministrative Agent may (but it shall not be required to), as holder of a Future Advance Mortgage Assetin reliance upon such assumption, is required make a Future Advance under the related Mortgage Asset Documents available to the related Obligor under such Mortgage Asset, the Issuer shall provide notice thereof Borrower a corresponding amount. If any Lender makes available to the Collateral AgentAdministrative Agent such amount on a date after the date upon which the Revolving Credit Loan is made, the Loan Agent, the Servicer and the Class A Lender. Such notice of a required Future Advance shall identify the related Future Advance Mortgage Asset and shall include the intended Additional Funding Date (if applicable), a description of how the related Obligor has satisfied the applicable funding conditions in the related Mortgage Asset Documents and the then current principal balance of such Future Advance Mortgage Asset. Such notice shall also include copies of all documentation submitted by the related Obligor in connection with the applicable Future Advance. The Issuer shall provide the Class A Lender with any additional information as the Class A Lender shall reasonably request regarding such proposed Future Advance. No Additional Funding Date (if applicable) related to such Future Advance shall be sooner than ten (10) Business Days’ after the Class A Lender’s receipt of all requested information regarding the requested Future Advance (it being acknowledged that Class A Lender may agree to a shorter period on a case-by-case basis). (b) In the event that there are sufficient Permitted Principal Proceeds on deposit in the Replenishment Reserve Account to fund the entirety of any such Future Advance for which Issuer has provided notice in accordance with Section 12.3(a) above, the Issuer shall fund such Future Advance with funds on deposit in the Replenishment Reserve Account, subject pay to the satisfaction of the Future Advance Funding Conditions. (c) Solely in the event that Permitted Principal Proceeds Administrative Agent on deposit in the Replenishment Reserve Account are insufficient to fund the entirety of any such Future Advance for which Issuer has provided notice in accordance with Section 12.3(a) above, (i) the Issuer shall fund such Future Advance to the extent of all Permitted Principal Proceeds on deposit in the Replenishment Reserve Account in accordance with Section 12.3(b) above and (ii) the Class A Lender shall make an Additional Class A Loan on such Additional Funding Date on account of such Future Advance in demand an amount equal to the applicable Class A Loan Additional Funding Amount for such Future Advance (either in its entirely or in part on account product of the application of Permitted Principal Proceeds (if any) from the Replenishment Reserve Account) pursuant to and in accordance with Section 16.1 and 16.2 (for the avoidance of doubt, Issuer hereby agrees that each Class A Lender shall severally advance its pro rata share (based on its ratable portion of the Aggregate Outstanding Amount of the Class A Loan as identified on the Class A Loan Register) of such Additional Class A Loan pursuant to this Indenture and Credit Agreement), provided that, in each case: (i) the Future Advance Funding Conditions are satisfied; (ii) average computed for the Holder of the Class B Notes has contributed the applicable Class B Note Additional Funding Amount for such Future Advance; period referred to in clause (iii) solely with respect to an Additional Class A Loan to be made by Class A Lender in its sole and absolute discretionbelow, the Class A Lender approves such Additional Class A Loan in its sole and absolute discretion (other than in the case of the Committed Additional Class A Loan); and (iv) receipt Federal Funds Effective Rate during each day included in such period, multiplied by the Class A Lender of the Additional Class A Loan Fee. (d) Upon satisfaction of the conditions set forth in Sections 12.3(a) and (c), the Class A Lender shall fund such Additional Class A Loan to or at the direction of the Issuer. Upon the making such Additional Class A Loan, the Issuer shall provide notice thereof to the Collateral Agent and the Loan Agent and the Aggregate Outstanding Amount of the Class A Loan shall be increased by the Class A Loan Additional Funding Amount. (e) If the Class A Lender elects (in its sole and absolute discretion) to make an Additional Class A Loan in accordance with Section 16.1(b) to allow the Issuer to fund any Future Advance with respect to any Future Advance Mortgage Asset, the Issuer shall use the proceeds of such Additional Class A Loan together with amounts funded or contributed by the Holder of the Class B Notes or withdrawn from the Replenishment Reserve Account to fund such Future Advance. The Class A Lender may (in its sole and absolute discretion) impose conditions (in addition to those specified in Section 12.3(a)) to the making of any applicable Additional Class A Loan as it deems appropriate. The Aggregate Outstanding Amount of the Class B Notes shall be increased by an amount equal to (i) the principal amount of such Future Advance made by the Issuer pursuant to this Section 12.3(e), if any, as of the date of the related acquisition minus (ii) the amount of any Additional Class A such Lender's share of such Revolving Credit Loan, multiplied by (iii) a fraction, the numerator of which is the number of days that elapsed from and including such date to the date on which the amount of such Lender's share of such Revolving Credit Loan (shall become immediately available to the Administrative Agent, and the amount withdrawn from denominator of which is 365. A statement of the Replenishment Reserve Account) related Administrative Agent submitted to the funding of such Future Advance. (f) The Issuer acknowledges and agrees that, Lender with respect to any Future Advance Mortgage Asset for which (i) Permitted Principal Proceeds on deposit in amounts owing under this paragraph shall be prima facie evidence of the Replenishment Reserve Account are insufficient amount due and owing to fund (in whole or in part) the Administrative Agent by such Future Advance because the conditions set forth in Sections 12.3(a) and Lender. (b) are not satisfied or otherwise or (ii) the Class A Lender does not advance The Administrative Agent may at any Additional Class A time, in its sole discretion, upon notice to any Lender, refuse to make any Revolving Credit Loan to fund the Borrower on behalf of such Future Advance hereunder because the conditions set forth in Sections 12.3(a) and (c) are not satisfied or otherwise, the Issuer Lender unless such Lender shall advance, as and when required under the related Mortgage Asset Documents, any and all Future Advances required thereunder. In connection therewith, the Holder of the Class B Notes shall contribute Cash have provided to the Issuer in an amount Administrative Agent immediately available federal funds equal to the applicable Class B Note Additional Funding Amount in order to ensure that the Issuer has sufficient Cash to fund such all Lender's share of such Future Advances in full, in which case the Issuer shall provide notice thereof to the Collateral Agent and the Loan Agent and the Class B Note shall be increased by the applicable Class B Note Additional Funding Amount. In the event that the conditions set forth in Sections 12.3(a) and (c) are later satisfied with respect to a Future Advance and the Class A Lender makes an Additional Class A Loan in accordance with Section 12.3(cthis Agreement. (c) and (d) hereofAnything in this Agreement to the contrary notwithstanding, the Issuer obligations to make Loans under the terms of this Agreement shall provide notice thereof be the several and not joint obligations of each of the Lenders and any advances made by the Administrative Agent on behalf of any Lender are strictly for the administrative convenience of the parties and shall in no way diminish any Lender's liability to the Collateral Administrative Agent and Bank of Boston Connecticut to repay the Loan Administrative Agent and the Class B Note shall be reduced by the applicable Class A Loan Additional Funding Amount for such Future Advance.Loans and advances. If the amount of any Bank's share of any Revolving Credit Loan which the Administrative

Future Advances. (a) Upon an Obligor request for a Future Advance with respect In order to any Future Advance Mortgage Assetmore conveniently administer the Revolving Loans, Citizens, Key, Xxxxx Fargo and JPM do hereby authorize the Issuer shall within two (2) Business Days thereof provide notice thereof Agent and Citizens to the Collateral Agent, the Loan Agent, the Servicer make all Revolving Loans and the Class A Lender. In the event that the Issuer, as holder of a Future Advance Mortgage Asset, is required make a Future Advance under the related Mortgage Asset Documents to the related Obligor under such Mortgage Asset, the Issuer shall provide notice thereof to the Collateral Agent, the Loan Agent, the Servicer and the Class A Lender. Such notice of a required Future Advance shall identify the related Future Advance Mortgage Asset and shall include the intended Additional Funding Date (if applicable), a description of how the related Obligor has satisfied the applicable funding conditions in the related Mortgage Asset Documents and the then current principal balance of such Future Advance Mortgage Asset. Such notice shall also include copies of all documentation submitted by the related Obligor in connection with the applicable Future Advance. The Issuer shall provide the Class A Lender with any additional information as the Class A Lender shall reasonably request regarding such proposed Future Advance. No Additional Funding Date (if applicable) related to such Future Advance shall be sooner than ten (10) Business Days’ after the Class A Lender’s receipt of all requested information regarding the requested Future Advance (it being acknowledged that Class A Lender may agree to a shorter period on a case-by-case basis). (b) In the event that there are sufficient Permitted Principal Proceeds on deposit in the Replenishment Reserve Account to fund the entirety of any such Future Advance for which Issuer has provided notice in accordance with Section 12.3(a) above, the Issuer shall fund such Future Advance with funds on deposit in the Replenishment Reserve Accountadvances, subject to the satisfaction terms and conditions of this Agreement, to the Borrowers, which are requested by the Borrowers on any Business Day. Citizens, Key, Xxxxx Fargo and JPM do hereby further irrevocably agree, whether or not this Agreement has been terminated, an Event of Default has occurred, the Agent has accelerated the Obligations or the Agent is proceeding to liquidate any collateral, to transfer to the Agent on the last Business Day of each week, if not already transferred, sufficient immediately available federal funds to reimburse the Agent for Citizens, Key, Xxxxx Fargo and JPM’s respective Commitment Percentages of all Revolving Loans and other advances made during such weekly period after taking into account payments received by the Agent; provided, however, that upon the request of the Future Advance Funding Conditions. (c) Solely in the event that Permitted Principal Proceeds on deposit in the Replenishment Reserve Account are insufficient to fund the entirety of any Agent, such Future Advance for which Issuer has provided notice in accordance with Section 12.3(a) above, (i) the Issuer reimbursement shall fund such Future Advance to the extent of all Permitted Principal Proceeds on deposit in the Replenishment Reserve Account in accordance with Section 12.3(b) above and (ii) the Class A Lender shall make an Additional Class A Loan on such Additional Funding Date on account of such Future Advance in an amount equal to the applicable Class A Loan Additional Funding Amount for such Future Advance (either in its entirely or in part on account of the application of Permitted Principal Proceeds (if any) from the Replenishment Reserve Account) pursuant to and in accordance with Section 16.1 and 16.2 (for the avoidance of doubt, Issuer hereby agrees that each Class A Lender shall severally advance its pro rata share (based on its ratable portion of the Aggregate Outstanding Amount of the Class A Loan as identified on the Class A Loan Register) of such Additional Class A Loan pursuant to this Indenture and Credit Agreement), provided that, in each case: (i) the Future Advance Funding Conditions are satisfied; (ii) the Holder of the Class B Notes has contributed the applicable Class B Note Additional Funding Amount for such Future Advance; (iii) solely with respect to an Additional Class A Loan also be required to be made by Class A Lender in its sole Citizens, Key, Xxxxx Fargo and absolute discretion, JPM at the Class A Lender approves such Additional Class A Loan in its sole end of any fiscal quarter and absolute discretion (other than in the case fiscal year of the Committed Additional Class A Loan); and (iv) receipt Borrowers. Any payments made by the Class A Lender Agent on behalf of any Borrower shall constitute Revolving Loans or other advances initially made by the Agent at such time as such funds are actually provided, or such payments are made, by the Agent. All Revolving Loans and other advances made by the Agent on behalf of Citizens, Key, Xxxxx Fargo and JPM shall be, for purposes of interest income and other charges, considered loans from Citizens, Key, Xxxxx Fargo and JPM to the Borrowers at such time as the Agent receives from Citizens, Key, Xxxxx Fargo and JPM funds as provided in this Section 8.3, and prior to such time such Revolving Loans and advances shall be considered, for purposes of interest income and other charges, loans from Citizens. The Agent may at any time upon notice to Citizens, Key, Xxxxx Fargo and JPM (i) refuse to make Revolving Loans and advances on behalf of Citizens, Key, Xxxxx Fargo and JPM unless Citizens, Key, Xxxxx Fargo and JPM shall have provided to the Agent immediately available federal funds sufficient to cause the outstanding Revolving Loans to equal each of the Additional Class A Loan Fee. Banks’ respective Commitment Percentage; (dii) Upon satisfaction of the conditions set forth in Sections 12.3(a) require Citizens, Key, Xxxxx Fargo and (c), the Class A Lender shall fund such Additional Class A Loan to or at the direction of the Issuer. Upon the making such Additional Class A Loan, the Issuer shall provide notice thereof to the Collateral Agent and the Loan Agent and the Aggregate Outstanding Amount of the Class A Loan shall be increased by the Class A Loan Additional Funding Amount. (e) If the Class A Lender elects (in its sole and absolute discretion) to make an Additional Class A Loan in accordance with Section 16.1(b) to allow the Issuer to fund any Future Advance with respect to any Future Advance Mortgage Asset, the Issuer shall use the proceeds of such Additional Class A Loan together with amounts funded or contributed by the Holder of the Class B Notes or withdrawn from the Replenishment Reserve Account JPM to fund such Future Advance. The Class A Lender may (in its sole Revolving Loans and absolute discretion) impose conditions (in addition to those specified in Section 12.3(a)) advances before making such Revolving Loans and advances to the making of any applicable Additional Class A Loan as it deems appropriate. The Aggregate Outstanding Amount Borrower requesting the same; or (iii) require that Citizens, Key, Xxxxx Fargo and JPM immediately transfer to the Agent on each Business Day immediately available federal funds sufficient to cause the outstanding Revolving Loans to equal each of the Class B Notes Banks’ respective Commitment Percentage. Notwithstanding the provisions hereof, the obligations to make Revolving Loans and advances under the terms of this Agreement shall be increased by an amount equal to (i) the principal amount several and not joint obligation of such Future Advance Citizens, Key, Xxxxx Fargo and JPM, and any advances made by the Issuer pursuant to this Section 12.3(e)Agent on behalf of Citizens, if anyKey, as Xxxxx Fargo and JPM are strictly for the administrative convenience of the date of the related acquisition minus (ii) the amount of any Additional Class A Loan (parties and the amount withdrawn from the Replenishment Reserve Account) related shall in no way diminish Citizens, Key, Xxxxx Fargo and JPM’s liability to the funding of such Future Advance. (f) The Issuer acknowledges and agrees that, with respect Agent to any Future Advance Mortgage Asset for which (i) Permitted Principal Proceeds on deposit in repay the Replenishment Reserve Account are insufficient to fund (in whole or in part) such Future Advance because the conditions set forth in Sections 12.3(a) and (b) are not satisfied or otherwise or (ii) the Class A Lender does not advance any Additional Class A Loan to fund such Future Advance hereunder because the conditions set forth in Sections 12.3(a) and (c) are not satisfied or otherwise, the Issuer shall advance, as and when required under the related Mortgage Asset Documents, any and all Future Advances required thereunder. In connection therewith, the Holder of the Class B Notes shall contribute Cash to the Issuer in an amount equal to the applicable Class B Note Additional Funding Amount in order to ensure that the Issuer has sufficient Cash to fund such all such Future Advances in full, in which case the Issuer shall provide notice thereof to the Collateral Agent and the Loan Agent and the Class B Note shall be increased by the applicable Class B Note Additional Funding Amount. In the event that the conditions set forth in Sections 12.3(a) and (c) are later satisfied with respect to a Future Advance and the Class A Lender makes an Additional Class A Loan in accordance with Section 12.3(c) and (d) hereof, the Issuer shall provide notice thereof to the Collateral Agent and the Loan Agent and the Class B Note shall be reduced by the applicable Class A Loan Additional Funding Amount for such Future AdvanceRevolving Loans and advances.

Future Advances. (a) Upon an Obligor request for a Future Advance with respect In order to any Future Advance Mortgage Assetmore conveniently administer the Loans, the Issuer shall within two (2) Business Days thereof provide notice thereof Administrative Agent may, unless notified to the Collateral Agentcontrary by any Bank prior to the date upon which any Revolving Credit Loan is to be made, assume that such Bank has made available to the Administrative Agent on such date the amount of such Bank's share of such Revolving Credit Loan Agentto be made on such date as provided in this Agreement, the Servicer and the Class A Lender. In the event that the IssuerAdministrative Agent may (but it shall not be required to), as holder of a Future Advance Mortgage Assetin reliance upon such assumption, is required make a Future Advance under the related Mortgage Asset Documents available to the related Obligor under such Mortgage Asset, the Issuer shall provide notice thereof Borrower a corresponding amount. If any Bank makes available to the Collateral Agent, the Loan Agent, the Servicer and the Class A Lender. Such notice of Administrative Agent such amount on a required Future Advance shall identify the related Future Advance Mortgage Asset and shall include the intended Additional Funding Date (if applicable), a description of how the related Obligor has satisfied the applicable funding conditions in the related Mortgage Asset Documents and the then current principal balance of such Future Advance Mortgage Asset. Such notice shall also include copies of all documentation submitted by the related Obligor in connection with the applicable Future Advance. The Issuer shall provide the Class A Lender with any additional information as the Class A Lender shall reasonably request regarding such proposed Future Advance. No Additional Funding Date (if applicable) related to such Future Advance shall be sooner than ten (10) Business Days’ date after the Class A Lender’s receipt of all requested information regarding date upon which the requested Future Advance (it being acknowledged that Class A Lender may agree to a shorter period on a case-by-case basis). (b) In the event that there are sufficient Permitted Principal Proceeds on deposit in the Replenishment Reserve Account to fund the entirety of any Revolving Credit Loan is made, such Future Advance for which Issuer has provided notice in accordance with Section 12.3(a) above, the Issuer Bank shall fund such Future Advance with funds on deposit in the Replenishment Reserve Account, subject pay to the satisfaction of the Future Advance Funding Conditions. (c) Solely in the event that Permitted Principal Proceeds Administrative Agent on deposit in the Replenishment Reserve Account are insufficient to fund the entirety of any such Future Advance for which Issuer has provided notice in accordance with Section 12.3(a) above, (i) the Issuer shall fund such Future Advance to the extent of all Permitted Principal Proceeds on deposit in the Replenishment Reserve Account in accordance with Section 12.3(b) above and (ii) the Class A Lender shall make an Additional Class A Loan on such Additional Funding Date on account of such Future Advance in demand an amount equal to the applicable Class A Loan Additional Funding Amount for such Future Advance (either in its entirely or in part on account product of the application of Permitted Principal Proceeds (if any) from the Replenishment Reserve Account) pursuant to and in accordance with Section 16.1 and 16.2 (for the avoidance of doubt, Issuer hereby agrees that each Class A Lender shall severally advance its pro rata share (based on its ratable portion of the Aggregate Outstanding Amount of the Class A Loan as identified on the Class A Loan Register) of such Additional Class A Loan pursuant to this Indenture and Credit Agreement), provided that, in each case: (i) the Future Advance Funding Conditions are satisfied; (ii) average computed for the Holder of the Class B Notes has contributed the applicable Class B Note Additional Funding Amount for such Future Advance; period referred to in clause (iii) solely with respect to an Additional Class A Loan to be made by Class A Lender in its sole and absolute discretionbelow, the Class A Lender approves such Additional Class A Loan in its sole and absolute discretion (other than in the case of the Committed Additional Class A Loan); and (iv) receipt weighted average interest rate paid by the Class A Lender of the Additional Class A Loan Fee. (d) Upon satisfaction of the conditions set forth in Sections 12.3(a) and (c), the Class A Lender shall fund such Additional Class A Loan to or at the direction of the Issuer. Upon the making such Additional Class A Loan, the Issuer shall provide notice thereof to the Collateral Administrative Agent and the Loan Agent and the Aggregate Outstanding Amount of the Class A Loan shall be increased for federal funds acquired by the Class A Loan Additional Funding Amount. (e) If the Class A Lender elects (Administrative Agent during each day included in its sole and absolute discretion) to make an Additional Class A Loan in accordance with Section 16.1(b) to allow the Issuer to fund any Future Advance with respect to any Future Advance Mortgage Assetsuch period, the Issuer shall use the proceeds of such Additional Class A Loan together with amounts funded or contributed by the Holder of the Class B Notes or withdrawn from the Replenishment Reserve Account to fund such Future Advance. The Class A Lender may (in its sole and absolute discretion) impose conditions (in addition to those specified in Section 12.3(a)) to the making of any applicable Additional Class A Loan as it deems appropriate. The Aggregate Outstanding Amount of the Class B Notes shall be increased by an amount equal to (i) the principal amount of such Future Advance made by the Issuer pursuant to this Section 12.3(e), if any, as of the date of the related acquisition minus MULTIPLIED BY (ii) the amount of any Additional Class A such Bank's share of such Revolving Credit Loan, MULTIPLIED BY (iii) a fraction, the numerator of which is the number of days that elapsed from and including such date to the date on which the amount of such Bank's share of such Revolving Credit Loan (shall become immediately available to the Administrative Agent, and the amount withdrawn from denominator of which is 360 or 365, as applicable. A statement of the Replenishment Reserve Account) related Administrative Agent submitted to the funding of such Future Advance. (f) The Issuer acknowledges and agrees that, Bank with respect to any Future Advance Mortgage Asset for which (i) Permitted Principal Proceeds on deposit in amounts owing under this subsection shall be PRIMA FACIE evidence of the Replenishment Reserve Account are insufficient amount due and owing to fund (in whole or in part) the Administrative Agent by such Future Advance because the conditions set forth in Sections 12.3(a) and Bank. (b) are not satisfied or otherwise or (ii) the Class A Lender does not advance The Administrative Agent may at any Additional Class A time, in its sole discretion, upon notice to any Bank, refuse to make any Revolving Credit Loan to fund the Borrower on behalf of such Future Advance hereunder because the conditions set forth in Sections 12.3(a) and (c) are not satisfied or otherwise, the Issuer Bank unless such Bank shall advance, as and when required under the related Mortgage Asset Documents, any and all Future Advances required thereunder. In connection therewith, the Holder of the Class B Notes shall contribute Cash have provided to the Issuer in an amount Administrative Agent immediately available federal funds equal to the applicable Class B Note Additional Funding Amount in order to ensure that the Issuer has sufficient Cash to fund such all Bank's share of such Future Advances in full, in which case the Issuer shall provide notice thereof to the Collateral Agent and the Loan Agent and the Class B Note shall be increased by the applicable Class B Note Additional Funding Amount. In the event that the conditions set forth in Sections 12.3(a) and (c) are later satisfied with respect to a Future Advance and the Class A Lender makes an Additional Class A Revolving Credit Loan in accordance with Section 12.3(cthis Agreement. (c) and (d) hereofAnything in this Agreement to the contrary notwithstanding, the Issuer obligations to make Loans under the terms of this Agreement shall provide notice thereof be the several and not joint obligation of each of the Banks and any advances made by the Administrative Agent on behalf of any Bank are strictly for the administrative convenience of the parties and shall in no way diminish any Bank's liability to repay the Administrative Agent for such Loans and advances. If the amount of any Bank's share of any Revolving Credit Loan which the Administrative Agent has advanced to the Collateral Borrower is not made available to the Administrative Agent and by such Bank within 1 Business Day following the date upon which such Revolving Credit Loan is made, the Administrative Agent and the Class B Note shall be reduced by entitled to recover such amount from the Borrower on demand, with interest thereon at the rate per annum applicable Class A Loan Additional Funding Amount for to the Revolving Credit Loans made on such Future Advancedate.