Common use of Future Advances Clause in Contracts

Future Advances. (i) From time to time during the Availability Period, in connection with the making of a future advance to the Borrower under a Future Advance Purchased Asset, Seller may request an increase of the Purchase Price of such Future Advance Purchased Asset; provided that Seller shall not request more than one (1) increase with respect to the same Purchased Asset during any calendar month. Any approval by Purchaser of such increase of the Purchase Price shall be in writing and given or denied at Purchaser’s sole and absolute discretion. (ii) If such approval for a Purchase Price increase is granted, Purchaser’s funding of such increase shall be subject to the satisfaction of the following conditions: (A) at least ten (10) Business Days prior to the requested Purchase Price increase date, Seller shall have requested such increase in writing and delivered to Purchaser (1) copies of all documentation submitted by Borrower in connection with the applicable future advance and (2) evidence that all conditions precedent to such future advance under the related Purchased Asset Documents have been satisfied or will be satisfied as of the date of the related funding (or, if any conditions will not be satisfied, written request for Purchaser’s waiver of such conditions to the extent such waiver would be a Significant Modification hereunder); (B) the amount of the requested Purchase Price increase is at least $250,000; (C) Purchaser shall have determined to its satisfaction that (1) there is no monetary Default or material non-monetary Default then existing or likely to occur under such Purchased Asset, (2) all conditions precedent to such future advance under the related Purchased Asset Documents have been duly satisfied or waived to Purchaser’s reasonable satisfaction and (3) any additional conditions imposed by Purchaser with respect to such future advance, as specified in the related Confirmation, have been duly satisfied or waived by Purchaser in writing; (D) delivery by Seller to Purchaser of an amended and restated Confirmation for the applicable Transaction which reflects the increase in the Purchase Price signed by a Responsible Officer of Seller (provided, however, that Purchaser shall not be liable to Seller if it inadvertently acts on a Confirmation that has not been signed by a Responsible Officer of Seller), and delivery by Purchaser to Seller of a countersigned copy of such amended and restated Confirmation; (E) immediately after giving effect to the requested Purchase Price increase, the outstanding Purchase Price of such Purchased Asset shall not exceed the updated Maximum Purchase Price of such Purchased Asset set forth on the related amended and restated Confirmation; (F) immediately after giving effect to the requested Purchase Price increase, the sum, without duplication, of (x) the aggregate Purchase Price for all outstanding Transactions and (y) the requested Purchase Price increase shall not exceed an amount equal the Maximum Facility Purchase Price; (G) no event shall have occurred which has, or would reasonably be expected to have, a Material Adverse Effect; (H) No monetary Default or material non-monetary Default or Event of Default shall have occurred and be continuing as of the related Purchase Price increase date or will occur as a result of such Purchase Price increase; (I) no unsatisfied Margin Call shall exist, after giving effect to the requested Purchase Price increase; and (J) all representations and warranties made by any Seller Party in the Transaction Documents (other than those contained in Article 10(w) with respect to Purchased Assets other than the applicable Future Advance Purchased Asset for which a Purchase Price increase is being funded, which shall be considered solely for the purpose of determining the Market Value and eligibility of the Purchased Assets, unless (i) Seller shall have made any such representations and warranties with actual knowledge that they were materially false or materially misleading at the time made or (ii) any such representations and warranties have been determined by Purchaser in its sole and absolute discretion to be materially false or materially misleading on a regular basis) shall be true, correct, complete and accurate on and as of the related Purchase Price increase date with the same force and effect as if made on and as of such date; (K) Purchaser shall have received a written certification by Seller stating that foregoing conditions have been or will be satisfied as of the time required above and all conditions precedent to the funding of such future advance under the related Purchased Asset Documents have been satisfied; and (L) Seller shall have delivered to Purchaser such other information and documentation (including, without limitation, either an updated title policy or an appropriate date-down endorsement) as Purchaser requests, in its sole and absolute discretion. (iii) Upon the satisfaction of all conditions set forth in Article 3(g)(ii) as determined by Purchaser, in its sole and absolute discretion, exercised in good faith, Purchaser shall transfer the amount of the Purchase Price increase to an account of Seller or, if such increase is being funded on the same day as the future advance is being made to the related Borrower, directly to the Borrower, the Servicer or any title company, settlement agent or other Person, as agreed to by Purchaser and Seller.

Future Advances. (i) From time to time during the Availability Period, in In connection with the making of a future advance to the Borrower Mortgagor under a Future Advance Purchased Asset, Seller may request an increase of the Purchase Price of such Future Advance Purchased Asset; provided that (A) each such increase request shall be for an amount of not less than $250,000 and (B) Seller shall not request more than one (1) increase with respect to the same Purchased Asset during any calendar monththirty (30) day period. Any approval by Purchaser of such increase of the Purchase Price shall be in writing and given or denied at Purchaser’s sole and absolute discretiondiscretion (with respect to satisfaction of objective criteria) or reasonable discretion (with respect to satisfaction of subjective criteria). (ii) If such approval for a Purchase Price increase is granted, Purchaser’s funding of such increase shall be subject to the satisfaction of the following conditions: (A) at least ten (10) Business Days prior to the requested Purchase Price increase date, Seller shall have requested such increase in writing and delivered to Purchaser (1) copies of all documentation submitted by Borrower Mortgagor in connection with the applicable future advance and (2) evidence that all conditions precedent to such future advance under the related Purchased Asset Documents have been satisfied or will be satisfied as of the date of the related funding (or, if any conditions will not be satisfied, written request for Purchaser’s waiver of such conditions to the extent such waiver would be a Significant Modification hereunderconditions); (B) the amount of the requested Purchase Price increase is at least $250,000; (C) Purchaser shall have determined to its satisfaction that (1) there is no monetary Default or material non-monetary Default default then existing or likely to occur under such Purchased Asset, and (2) all conditions precedent to such future advance under the related Purchased Asset Documents have been duly satisfied or waived to Purchaser’s reasonable satisfaction and (3) any additional conditions imposed by Purchaser with respect to such future advance, as specified in the related Confirmation, have been duly satisfied or waived by Purchaser in writing; (DC) delivery by Seller to Purchaser of an amended and restated Confirmation for the applicable Transaction which reflects the increase in the Purchase Price signed by a Responsible Officer of Seller (provided, however, that Purchaser shall not be liable to Seller if it inadvertently acts on a Confirmation that has not been signed by a Responsible Officer of Seller), and delivery by Purchaser to Seller of a countersigned copy of such amended and restated Confirmation; (ED) immediately after giving effect to the requested Purchase Price increase, the outstanding Purchase Price of such Purchased Asset shall not exceed the updated Maximum Purchase Price of such Purchased Asset set forth on the related amended and restated Confirmation; (F) immediately after giving effect to the requested Purchase Price increase, the sum, without duplication, of (x) the aggregate Purchase unpaid Repurchase Price for all outstanding Transactions (excluding accrued and unpaid Purchaser Price Differential for the then current Pricing Rate Period) and (y) the requested Purchase Price increase shall not exceed an amount equal the Maximum Facility Purchase Price; (GE) no event shall have occurred which has, or would reasonably be expected to have, a Material Adverse Effect; (HF) No monetary Default or material non-monetary no Default or Event of Default shall have occurred and be continuing as of the related Purchase Price increase date or will occur as a result of such Purchase Price increase; (IG) no unsatisfied Margin Call Deficit Event shall exist, either immediately prior to or after giving effect to the requested Purchase Price increase; and; (JH) all representations and warranties made by any Seller Party in the Transaction Documents (other than those contained in Article 10(w) with respect to Purchased Assets other than the applicable Future Advance Purchased Asset for which a Purchase Price increase is being funded, which shall be considered solely for the purpose of determining the Market Value and eligibility of the Purchased Assets, unless (i) Seller shall have made any such representations and warranties with actual knowledge that they were materially false or materially misleading at the time made or (ii) any such representations and warranties have been determined by Purchaser in its sole and absolute discretion to be materially false or materially misleading on a regular basis) shall be true, correct, complete and accurate on and as of the related Purchase Price increase date with the same force and effect as if made on and as of such date; (KI) on or prior to the related Purchase Price increase date, Purchaser shall have received a written certification by Seller stating that foregoing conditions have been or will be satisfied as of the time required above and all conditions precedent to the funding of such future advance under the related Purchased Asset Documents have been satisfied; and (LJ) Seller shall have delivered to Purchaser such other information and documentation (including, without limitation, either an updated title policy or an appropriate date-down endorsement, to the extent the Purchased Asset Documents permit Seller to request such items) as Purchaser requests, in its sole and absolute discretion. (iii) Upon the satisfaction of all conditions set forth in Article 3(g)(ii) as determined by Purchaser, in its sole and absolute discretion, exercised in good faith, Purchaser shall transfer the amount of the Purchase Price increase to an account of Seller or, if such increase is being funded on the same day as the future advance is being made to the related BorrowerMortgagor, directly to the BorrowerMortgagor, the Servicer or any title company, settlement agent or other Person, as agreed to by Purchaser and Seller. Seller acknowledges and agrees that, with respect to any Future Advance Purchased Asset and whether or not Purchaser advances any additional Purchase Price hereunder, Seller shall advance, as and when required under the related Purchased Asset Documents, any and all future advance obligations and commitments thereunder.

Future Advances. (i) From time to time during the Availability Period, in In connection with the making of a future advance to the Mortgagor or Mezzanine Borrower under a Future Advance Purchased Asset, Seller may request an increase of the Purchase Price of such Future Advance Purchased AssetAsset in an amount not to exceed the product of (i) the principal balance of the future advance made by Seller and (ii) the Purchase Price Percentage of such Purchased Asset (as determined by Purchaser in its sole discretion); provided that (A) each such increase request shall be for an amount of not less than $250,000 and (B) Seller shall not request more than one (1) increase with respect to the same Purchased Asset during any calendar monththirty (30) day period. Any approval by Purchaser of such increase of the Purchase Price shall be in writing and given or denied at in Purchaser’s sole and absolute discretion, which approval shall be conclusively evidenced by Purchaser’s execution of the amended and restated Confirmation for the applicable Transaction described in subclause (ii)(B) of this Article 3(h). (ii) If such approval for a Purchase Price increase is granted, Purchaser’s funding of such increase shall be subject to the satisfaction (or waiver in writing) of the following conditions: , which satisfaction or waiver shall be conclusively evidenced by Purchaser’s execution of the amended and restated Confirmation for the applicable Transaction described in subclause (B) below: (A) at least ten five (105) Business Days prior to the requested Purchase Price increase date, Seller shall have requested such increase in writing and delivered to Purchaser Purchaser, which may be in the form of a draft amended and restated Confirmation for the applicable Transaction described in subclause (B) below: 30 (1) copies of all documentation submitted by Mortgagor or Mezzanine Borrower in connection with the applicable future advance and advance; (2) evidence a written certification stating that all conditions precedent to such future advance under the related Purchased Asset Documents (a) have been satisfied or will be satisfied as of the date of the related funding with evidence of satisfaction having been provided to Purchaser or (or, if any conditions will not be satisfied, written request for Purchaser’s waiver of such conditions to the extent such waiver would be a Significant Modification hereunder); (Bb) the amount of the requested Purchase Price increase is at least $250,000; (C) Purchaser shall have determined to its satisfaction that (1) there is no monetary Default or material non-monetary Default then existing or likely to occur under such Purchased Asset, (2) all conditions precedent to such future advance under the related Purchased Asset Documents have been duly satisfied or waived specifically identified to Purchaser’s reasonable satisfaction Purchaser in writing and (3) any additional conditions imposed by Purchaser with respect to such future advance, as specified in the related Confirmation, have been duly satisfied or waived by Purchaser in writing; (D) delivery by Seller to Purchaser of an amended and restated Confirmation for the applicable Transaction which reflects the increase in the Purchase Price signed by a Responsible Officer of Seller (provided, however, that Purchaser shall not be liable to Seller if it inadvertently acts on a Confirmation that has not been signed by a Responsible Officer of Seller), and delivery by Purchaser to Seller of a countersigned copy of such amended and restated Confirmation; (E) immediately after giving effect to the requested Purchase Price increase, the outstanding Purchase Price of such Purchased Asset shall not exceed the updated Maximum Purchase Price of such Purchased Asset set forth on the related amended and restated Confirmation; (F) immediately after giving effect to the requested Purchase Price increase, the sum, without duplication, of (x) the aggregate Purchase Price for all outstanding Transactions ; and (y3) the requested Purchase Price increase shall not exceed an amount equal the Maximum Facility Purchase Price; (G) no event shall have occurred which has, or would reasonably be expected to have, a Material Adverse Effect; (H) No monetary Default or material non-monetary Default or Event of Default shall have occurred and be continuing as of the related Purchase Price increase date or will occur as a result of such Purchase Price increase; (I) no unsatisfied Margin Call shall exist, after giving effect to the requested Purchase Price increase; and (J) all representations and warranties made by any Seller Party in the Transaction Documents (other than those contained in Article 10(w) with respect to Purchased Assets other than the applicable Future Advance Purchased Asset for which a Purchase Price increase is being funded, which shall be considered solely for the purpose of determining the Market Value and eligibility of the Purchased Assets, unless (i) Seller shall have made any such representations and warranties with actual knowledge that they were materially false or materially misleading at the time made or (ii) any such representations and warranties have been determined by Purchaser in its sole and absolute discretion to be materially false or materially misleading on a regular basis) shall be true, correct, complete and accurate on and as of the related Purchase Price increase date with the same force and effect as if made on and as of such date; (K) Purchaser shall have received a written certification by Seller stating that foregoing conditions have been or will be satisfied as of the time required above and all conditions precedent to the funding of such future advance under the related Purchased Asset Documents have been satisfied; and (L) Seller shall have delivered to Purchaser such other information and documentation (including, without limitation, either an updated title policy or an appropriate date-down endorsement) as Purchaser requests, in its sole and absolute discretion. ; (iiiB) Upon delivery by Seller to Purchaser of an amended and restated Confirmation for the satisfaction applicable Transaction which reflects the increase in the Purchase Price signed by a Responsible Officer of all conditions Seller, and delivery by Purchaser to Seller of a countersigned copy of such amended and restated Confirmation; (C) the Purchase Price Percentage after giving effect to such increase and the corresponding increase in the outstanding principal balance of the Purchased Asset shall not exceed the Purchase Price Percentage set forth in Article 3(g)(iithe related Confirmation for such Purchased Asset. (D) as determined of the proposed date of such increase, the sum, without duplication, of (x) the aggregate unpaid Repurchase Price for all outstanding Transactions (excluding accrued and unpaid Purchase Price Differential for the then current Pricing Rate Period) and (y) the requested Purchase Price increase shall not exceed an amount equal the Maximum Facility Purchase Price; (E) no event shall have occurred and be continuing which has, or would reasonably be expected to have, a Material Adverse Effect; (F) no Default or Event of Default shall have occurred and be continuing as of the related Purchase Price increase date; (G) no Margin Deficit shall exist, either immediately prior to or after giving effect to the requested Purchase Price increase; (H) on or prior to the related Purchase Price increase date, Purchaser shall have received a written certification by Purchaser, Seller stating that all conditions precedent to the funding of such future advance under the related Purchased Asset Documents have been satisfied (or waived by Purchaser in its sole discretion if applicable) in all material respects (which certification may be made via a representation in the amended and absolute discretionrestated Confirmation for the applicable Transaction described in subclause (B) above); and; and 31 (I) all representations and warranties made by any Seller Party in the Transaction Documents shall be true, exercised in good faith, Purchaser shall transfer the amount correct and complete on and as of the related Purchase Price increase to an account of Seller or, if such increase is being funded on date in all material respects with the same day force and effect as the future advance is being if made on and as of such date (other than with respect to any MTM Representations); provided, that, (x) to the related Borrowerextent that any such representation or warranty relates to a specific date, directly they shall be true and correct as of such specific date and (y) any such representation or warranty that is qualified as to the Borrower, the Servicer “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all material respects after giving effect to any title company, settlement agent or other Person, as agreed to by Purchaser and Sellersuch qualification therein).

Future Advances. (i) From time to time during the Availability Period, in connection with the making of a future advance to the Borrower under a Future Advance Purchased Asset, Seller may request an increase of the Purchase Price of such Future Advance Purchased Asset; provided that Seller shall not request more than one (1) increase with respect to the same Purchased Asset during any calendar month. Any approval by Purchaser of such increase of the Purchase Price shall be in writing and given or denied at Purchaser’s sole and absolute discretion. (ii) If such approval for a Purchase Price increase is granted, Purchaser’s funding of such increase shall be subject to the satisfaction of the following conditions: (A) at least ten five (105) Business Days prior to the requested Purchase Price increase date, Seller shall have requested such increase in writing and delivered to Purchaser (1) copies of all documentation submitted by Borrower in connection with the applicable future advance and (2) evidence that all conditions precedent to such future advance under the related Purchased Asset Documents have been satisfied or will be satisfied as of the date of the related funding (or, if any conditions will not be satisfied, written request for Purchaser’s waiver of such conditions to the extent such waiver would be a Significant Modification hereunderconditions); (B) the amount of the requested Purchase Price increase with respect to any Purchased Asset is at least $250,000500,000; (C) Purchaser shall have determined to its satisfaction that (1) there is no monetary Default or material non-monetary Default default then existing or likely to occur under such Purchased Asset, (2) all conditions precedent to such future advance under the related Purchased Asset Documents have been duly satisfied or waived to Purchaser’s reasonable satisfaction by Purchaser in writing and (3) any additional conditions imposed by Purchaser with respect to such future advance, as specified in the related Confirmation, have been duly satisfied or waived by Purchaser in writing; (D) delivery by Seller to Purchaser of an amended and restated Confirmation for the applicable Transaction which reflects the increase in the Purchase Price signed by a Responsible Officer of Seller (provided, however, that Purchaser shall not be liable to Seller if it inadvertently acts on a Confirmation that has not been signed by a Responsible Officer of Seller), and delivery by Purchaser to Seller of a countersigned copy of such amended and restated Confirmation; (E) immediately after giving effect to the requested Purchase Price increase, the outstanding Purchase Price of such Purchased Asset shall not exceed the updated Maximum Purchase Price of such Purchased Asset set forth on the related amended and restated Confirmation; (F) immediately after giving effect to the requested Purchase Price increase, the sum, without duplication, of (x) the aggregate Purchase unpaid Repurchase Price for all outstanding Transactions (excluding accrued and unpaid Purchase Price Differential for the then current Pricing Rate Period) and (y) the requested Purchase Price increase shall not exceed an amount equal the Maximum Facility Purchase Price; (G) no event shall have occurred which has, or would reasonably be expected to have, a Material Adverse Effect; (H) No monetary Default or material non-monetary no Default or Event of Default shall have occurred and be continuing as of the related Purchase Price increase date or will occur as a result of such Purchase Price increase; (I) no unsatisfied Margin Call Deficit shall exist, immediately prior to or after giving effect to the requested Purchase Price increase; and (J) all representations and warranties made by any Seller Party in the Transaction Documents (other than those contained in Article 10(w) with respect to Purchased Assets other than the applicable Future Advance Purchased Asset for which a Purchase Price increase is being funded, which shall be considered solely for the purpose of determining the Market Value and eligibility of the Purchased Assets, unless (i) Seller shall have made any such representations and warranties with actual knowledge that they were materially false or materially misleading at the time made or (ii) any such representations and warranties have been determined by Purchaser in its sole and absolute discretion to be materially false or materially misleading on a regular basis) shall be true, correct, complete true and accurate correct in all material respects on and as of the related Purchase Price increase date with the same force and effect as if made on and as of such date; (K) Purchaser shall have received a written certification by Seller stating that foregoing conditions have been or will be satisfied as of the time required above and all conditions precedent to the funding of such future advance under the related Purchased Asset Documents have been satisfied; and; (L) Seller shall have delivered to Purchaser such other information and documentation (including, without limitation, either an updated title policy or an appropriate date-down endorsement) as Purchaser requests, in its sole and absolute discretion; and (M) Purchaser shall have received payment from Seller of any applicable Draw Fee then due in respect of such Purchase Price increase, or such fee shall have been netted against the amount being funded. (iii) Upon the satisfaction of all conditions set forth in Article 3(g)(ii) as determined by Purchaser, in its sole and absolute discretion, exercised in good faith, Purchaser shall transfer the amount of the Purchase Price increase to an account of Seller or, if such increase is being funded on the same day as the future advance is being made to the related Borrower, directly to the Borrower, the Servicer or any title company, settlement agent or other Person, as agreed to by Purchaser and Seller.

Future Advances. (i) From time to time during the Availability Period, in In connection with the making of a future advance to the Mortgagor or Mezzanine Borrower under a Future Advance Purchased Asset, Seller may request an increase of the Purchase Price of such Future Advance Purchased Asset in an amount not to exceed the product of (i) the principal balance of the future advance made by Seller and (ii) the Maximum Purchase Price Percentage of such Purchased Asset; provided that (A) each such increase request shall be for an amount of not less than $250,000 and (B) Seller shall not request more than one two (12) increase increases with respect to the same Purchased Asset during any calendar monththirty (30) day period. Any With respect to each request for an increase in the Purchase Price of a Future Advance Purchased Asset (other than any Purchased Asset that is the subject of a Future Advance Commitment as reflected in the Confirmation), any approval by Purchaser of such increase of the Purchase Price shall be in writing and given or denied at in Purchaser’s sole and absolute discretion. (ii) If such approval for a Purchase Price increase is granted, Purchaser’s funding of such an increase with respect to any Future Advance Purchased Asset shall be subject to the satisfaction of the following conditions: (A) at least ten five (105) Business Days prior to the requested Purchase Price increase date, Seller shall have requested such increase in writing and delivered to Purchaser Purchaser: (1) copies of all documentation submitted by Mortgagor or Mezzanine Borrower in connection with the applicable future advance and advance; (2) evidence that all conditions precedent to such future advance under the related Purchased Asset Documents either (a) have been satisfied or will be satisfied as of the date of the related funding (or, if any conditions will not be satisfied, written request for Purchaser’s waiver of such conditions to the extent such waiver would be a Significant Modification hereunder); (Bb) the amount of the requested Purchase Price increase is at least $250,000; (C) Purchaser shall have determined to its satisfaction that (1) there is no monetary Default or material non-monetary Default then existing or likely to occur under such Purchased Asset, (2) all conditions precedent to such future advance under the related Purchased Asset Documents have been duly satisfied or waived specifically identified to Purchaser’s reasonable satisfaction Purchaser in writing and (3) any additional conditions imposed by Purchaser with respect to such future advance, as specified in the related Confirmation, have been duly satisfied or waived by Purchaser in writing; (D) delivery by Seller to Purchaser of an amended and restated Confirmation for the applicable Transaction which reflects the increase in the Purchase Price signed by a Responsible Officer of Seller (provided, however, that Purchaser shall not be liable to Seller if it inadvertently acts on a Confirmation that has not been signed by a Responsible Officer of Seller), and delivery by Purchaser to Seller of a countersigned copy of such amended and restated Confirmation; (E) immediately after giving effect to the requested Purchase Price increase, the outstanding Purchase Price of such Purchased Asset shall not exceed the updated Maximum Purchase Price of such Purchased Asset set forth on the related amended and restated Confirmation; (F) immediately after giving effect to the requested Purchase Price increase, the sum, without duplication, of (x) the aggregate Purchase Price for all outstanding Transactions and (y) the requested Purchase Price increase shall not exceed an amount equal the Maximum Facility Purchase Price; (G) no event shall have occurred which has, or would reasonably be expected to have, a Material Adverse Effect; (H) No monetary Default or material non-monetary Default or Event of Default shall have occurred and be continuing as of the related Purchase Price increase date or will occur as a result of such Purchase Price increase; (I) no unsatisfied Margin Call shall exist, after giving effect to the requested Purchase Price increase; and (J3) all representations and warranties made by any Seller Party in the Transaction Documents (other than those contained in Article 10(w) with respect to Purchased Assets other than the applicable Future Advance Purchased Asset for which a Purchase Price increase is being funded, which shall be considered solely for the purpose of determining the Market Value and eligibility of the Purchased Assets, unless (i) Seller shall have made any such representations and warranties with actual knowledge that they were materially false or materially misleading at the time made or (ii) any such representations and warranties have been determined by Purchaser in its sole and absolute discretion to be materially false or materially misleading on a regular basis) shall be true, correct, complete and accurate on and as of the related Purchase Price increase date with the same force and effect as if made on and as of such date; (K) Purchaser shall have received a written certification by Seller stating that foregoing conditions have been or will be satisfied as of the time required above and all conditions precedent to the funding of such future advance under the related Purchased Asset Documents have been satisfied; and (L) Seller shall have delivered to Purchaser such other information and documentation (including, without limitation, either an updated title policy or an appropriate date-down endorsement) as Purchaser requests, in its sole and absolute discretiondiscretion to the extent same is required to be delivered or made available to Seller by the Mortgagor or Mezzanine Borrower under the Purchased Asset Documents at Seller’s request; (B) delivery by Seller to Purchaser of an amended and restated Confirmation for the applicable Transaction which reflects the increase in the Purchase Price signed by a Responsible Officer of Seller, and delivery by Purchaser to Seller of a countersigned copy of such amended and restated Confirmation; (C) the Purchase Price Percentage after giving effect to such increase and the corresponding increase in the outstanding principal balance of the applicable Purchased Asset shall not exceed the Maximum Purchase Price Percentage set forth in the related Confirmation for such Purchased Asset; (D) the sum, without duplication, of (x) the aggregate unpaid Repurchase Price for all outstanding Transactions (excluding accrued and unpaid Purchase Price Differential for the then current Pricing Rate Period), (y) the requested Purchase Price increase and (z) the outstanding Limited Crossed Purchase Price pursuant to each applicable Limited Crossed Repurchase Agreement shall not exceed an amount equal the Maximum Facility Purchase Price; (E) no event shall have occurred and be continuing which has, or would reasonably be expected to have, a Material Adverse Effect; provided, that this clause (E) shall not be applicable with respect to any Purchased Asset that is the subject of a Future Advance Commitment as reflected in the Confirmation; (F) no Default or Event of Default shall have occurred and be continuing as of the related Purchase Price increase date; (G) no Margin Deficit for which a Margin Call has been issued in accordance with the terms of Article 4 herein shall exist, either immediately prior to or after giving effect to the requested Purchase Price increase; (H) on or prior to the related Purchase Price increase date, Purchaser shall have received a written certification by Seller stating that all conditions precedent to the funding of such future advance under the related Purchased Asset Documents have been satisfied, which certification may appear in the related amended and restated Confirmation; (I) all representations and warranties made by any Seller Party in the Transaction Documents shall be true and correct in all material respects on and as of the related Purchase Price increase date in all respects with the same force and effect as if made on and as of such date (except to the extent disclosed in a Requested Exceptions Report approved by Purchaser in writing (which approval of Purchaser shall be evidenced by its execution and delivery of the Confirmation for such Purchased Asset or other written waiver or approval executed by Purchaser)); and (J) after giving effect to the Purchase Price increase, the Concentration Limits will be satisfied. (iii) Upon the satisfaction of all conditions set forth in Article 3(g)(ii3(h)(ii) as determined by Purchaser, in its sole and absolute discretion, exercised in good faith, Purchaser shall transfer the amount of the Purchase Price increase to an account of Seller or, if such increase is being funded on the same day as the future advance is being made to the related Mortgagor or Mezzanine Borrower, directly to the Mortgagor or Mezzanine Borrower, the Servicer or any title company, settlement agent or other Person, as agreed to by Purchaser and Seller. (iv) Seller acknowledges and agrees that, with respect to any Future Advance Purchased Asset and whether or not Purchaser advances any additional Purchase Price hereunder, Seller shall advance, as and when required under the related Purchased Asset Documents, any and all future advance obligations and commitments thereunder.

Future Advances. (i) From time To the extent any Future Advance is required to time during the Availability Period, in connection with the making of a future advance be made pursuant to the Borrower under a Future Advance Purchased Asset Documents with respect to any Purchased Asset, Seller may request an increase of the Purchase Price of shall be required to fund such Future Advance Purchased Asset; provided that Seller shall not request more than one (1) increase in accordance with respect to the same Purchased Asset during any calendar month. Any approval by Purchaser of such increase of the Purchase Price shall be in writing and given or denied at Purchaser’s sole and absolute discretion. (ii) If such approval for a Purchase Price increase is granted, Purchaser’s funding of such increase shall be subject to the satisfaction of the following conditions: (A) at least ten (10) Business Days prior to the requested Purchase Price increase date, Seller shall have requested such increase in writing and delivered to Purchaser (1) copies of all documentation submitted by Borrower in connection with the applicable future advance and (2) evidence that all conditions precedent to such future advance under the related Purchased Asset Documents have been satisfied (except upon Purchaser’s ultimate sale or retention, as applicable, of such Purchased asset in accordance with Article 14(b)(ii)(D). in which case the obligation will be satisfied as transferred to the transferee of the date of the related funding (or, if any conditions will not be satisfied, written request for Purchaser’s waiver of such conditions to the extent such waiver would be a Significant Modification hereunder); (B) the amount of the requested Purchase Price increase is at least $250,000; (C) Purchaser shall have determined to its satisfaction that (1) there is no monetary Default or material non-monetary Default then existing or likely to occur under such Purchased Asset, (2) all conditions precedent to such future advance under the related Purchased Asset Documents have been duly satisfied or waived to Purchaser’s reasonable satisfaction and (3) any additional conditions imposed by Purchaser with respect to such future advance, as specified in the related Confirmationapplicable), have been duly satisfied or waived by regardless of whether Purchaser in writing; (D) delivery by Seller agrees to Purchaser of fund an amended and restated Confirmation for the applicable Transaction which reflects the increase in the Purchase Price signed by or the conditions for increasing the Purchase Price under this Agreement have been satisfied with regard to such Future Advance. Seller shall, within five (5) Business Days after written demand thereof from Purchaser, repurchase any Purchased Asset with respect to which a Responsible Officer of Future Advance Failure has occurred unless Seller has provided evidence satisfactory to Purchaser in its sole but reasonable discretion that Seller is contesting such alleged Future Advance Failure in good faith and has deposited with Purchaser a cash reserve (providedeach, however, that a “Reserve Fund”) equal to the disputed future funding amount. Purchaser shall not be liable to Seller if it inadvertently acts on a Confirmation that has not been signed by a Responsible Officer apply Reserve Funds (i) so long as no Event of Seller), and delivery by Purchaser to Seller of a countersigned copy of such amended and restated Confirmation; (E) immediately after giving effect to the requested Purchase Price increase, the outstanding Purchase Price of such Purchased Asset shall not exceed the updated Maximum Purchase Price of such Purchased Asset set forth on the related amended and restated Confirmation; (F) immediately after giving effect to the requested Purchase Price increase, the sum, without duplication, of (x) the aggregate Purchase Price for all outstanding Transactions and (y) the requested Purchase Price increase shall not exceed an amount equal the Maximum Facility Purchase Price; (G) no event Default shall have occurred and is continuing, at the request of Seller, to cure the applicable Future Advance Failure or (ii) upon the occurrence and during the continuance of an Event of Default, to the Repurchase Obligations in such order of priority as Purchaser shall determine in its sole and absolute discretion; provided that the surplus, if any, after payment in full of the Repurchase Obligations which hasare then due and payable, or would reasonably shall be expected remitted to have, a Material Adverse Effect; (H) No monetary Default or material non-monetary Default or Seller. Provided that no Event of Default shall have occurred and be continuing as continuing, upon the final unconditional resolution of the related Purchase Price increase date or will occur as a result of such Purchase Price increase; (I) no unsatisfied Margin Call shall exist, after giving effect to the requested Purchase Price increase; and (J) all representations and warranties made by any Seller Party in the Transaction Documents (other than those contained in Article 10(w) with respect to Purchased Assets other than the applicable Future Advance Purchased Asset for which a Purchase Price increase is being funded, which shall be considered solely for Failure to the purpose satisfaction of determining the Market Value and eligibility of the Purchased Assets, unless (i) Seller shall have made any such representations and warranties with actual knowledge that they were materially false or materially misleading at the time made or (ii) any such representations and warranties have been determined by Purchaser in its sole and absolute discretion to be materially false or materially misleading on a regular basis) shall be true, correct, complete and accurate on and as of the related Purchase Price increase date with the same force and effect as if made on and as of such date; (K) Purchaser shall have received a written certification by Seller stating that foregoing conditions have been or will be satisfied as of promptly remit the time required above and all conditions precedent Reserve Funds to the funding of such future advance under the related Purchased Asset Documents have been satisfied; and (L) Seller shall have delivered to Purchaser such other information and documentation (including, without limitation, either an updated title policy or an appropriate date-down endorsement) as Purchaser requests, in its sole and absolute discretion. (iii) Upon the satisfaction of all conditions set forth in Article 3(g)(ii) as determined by Purchaser, in its sole and absolute discretion, exercised in good faith, Purchaser shall transfer the amount of the Purchase Price increase to an account of Seller or, if such increase is being funded on the same day as the future advance is being made to the related Borrower, directly to the Borrower, the Servicer or any title company, settlement agent or other Person, as agreed to by Purchaser and Seller.

Future Advances. This Mortgage secures such future or additional advances (iin addition to the Indebtedness) From as may be made by the Mortgagee or the holder hereof, at its exclusive option, to the Mortgagor or its successors or assigns in title, for any purpose, provided that all such advances are made within 20 years from the date of this Mortgage or within such lesser period of time as may be provided by law as a prerequisite for the sufficiency of actual notice or record notice of such optional future or additional advances as against the rights of creditors or subsequent purchasers for valuable consideration to the same extent as if such future or additional advances were made on the date of the execution of this Mortgage. The total amount of Indebtedness secured by this Mortgage may be increased or decreased from time to time, and this Mortgage shall continue to secure the outstanding balance so long as any remains so outstanding, but the total unpaid balance so secured at any one time shall not exceed the maximum principal amount of $8,026,000.00 plus interest thereon and any disbursements made under the Mortgage for the payment of Charges (as defined in the Credit Agreement), insurance, or otherwise, with interest on such disbursements. It is the intent of the parties that this Mortgage shall secure the payment of the Indebtedness and any additional advances made from time to time during the Availability Periodpursuant to any additional notes or otherwise, in connection with the making all of a future advance to the Borrower under a Future Advance Purchased Asset, Seller may request an increase of the Purchase Price of such Future Advance Purchased Asset; provided that Seller shall not request more than one (1) increase with respect to said indebtedness being equally secured hereby and having the same Purchased Asset during priority as any calendar month. Any approval by Purchaser of such increase of the Purchase Price shall be in writing and given or denied at Purchaser’s sole and absolute discretion. (ii) If such approval for a Purchase Price increase is granted, Purchaser’s funding of such increase shall be subject to the satisfaction of the following conditions: (A) at least ten (10) Business Days prior to the requested Purchase Price increase date, Seller shall have requested such increase in writing and delivered to Purchaser (1) copies of all documentation submitted by Borrower in connection with the applicable future advance and (2) evidence that all conditions precedent to such future advance under the related Purchased Asset Documents have been satisfied or will be satisfied amounts advanced as of the date of this Mortgage. It is agreed that any additional sum or sums advanced by Mortgagee shall be equally secured with, and have the related funding (orsame priority as, if any conditions will not the original Indebtedness and shall be satisfied, written request for Purchaser’s waiver of such conditions subject to the extent such waiver would be a Significant Modification hereunder); (B) the amount all of the requested Purchase Price increase is at least $250,000; (C) Purchaser shall have determined to its satisfaction that (1) there is no monetary Default terms, provisions and conditions of this Mortgage, whether or material non-monetary Default then existing not such additional loans or likely to occur under such Purchased Asset, (2) all conditions precedent to such future advance under the related Purchased Asset Documents have been duly satisfied advances are evidenced by other promissory notes of Mortgagor and whether or waived to Purchaser’s reasonable satisfaction and (3) any additional conditions imposed by Purchaser with respect to such future advance, as specified in the related Confirmation, have been duly satisfied or waived by Purchaser in writing; (D) delivery by Seller to Purchaser of an amended and restated Confirmation for the applicable Transaction which reflects the increase in the Purchase Price signed not identified by a Responsible Officer of Seller (provided, however, recital that Purchaser shall not be liable to Seller if it inadvertently acts on a Confirmation that has not been signed or they are secured by a Responsible Officer of Seller), and delivery by Purchaser to Seller of a countersigned copy of such amended and restated Confirmation; (E) immediately after giving effect to the requested Purchase Price increase, the outstanding Purchase Price of such Purchased Asset shall not exceed the updated Maximum Purchase Price of such Purchased Asset set forth on the related amended and restated Confirmation; (F) immediately after giving effect to the requested Purchase Price increase, the sum, without duplication, of (x) the aggregate Purchase Price for all outstanding Transactions and (y) the requested Purchase Price increase shall not exceed an amount equal the Maximum Facility Purchase Price; (G) no event shall have occurred which has, or would reasonably be expected to have, a Material Adverse Effect; (H) No monetary Default or material non-monetary Default or Event of Default shall have occurred and be continuing as of the related Purchase Price increase date or will occur as a result of such Purchase Price increase; (I) no unsatisfied Margin Call shall exist, after giving effect to the requested Purchase Price increase; and (J) all representations and warranties made by any Seller Party in the Transaction Documents (other than those contained in Article 10(w) with respect to Purchased Assets other than the applicable Future Advance Purchased Asset for which a Purchase Price increase is being funded, which shall be considered solely for the purpose of determining the Market Value and eligibility of the Purchased Assets, unless (i) Seller shall have made any such representations and warranties with actual knowledge that they were materially false or materially misleading at the time made or (ii) any such representations and warranties have been determined by Purchaser in its sole and absolute discretion to be materially false or materially misleading on a regular basis) shall be true, correct, complete and accurate on and as of the related Purchase Price increase date with the same force and effect as if made on and as of such date; (K) Purchaser shall have received a written certification by Seller stating that foregoing conditions have been or will be satisfied as of the time required above and all conditions precedent to the funding of such future advance under the related Purchased Asset Documents have been satisfied; and (L) Seller shall have delivered to Purchaser such other information and documentation (including, without limitation, either an updated title policy or an appropriate date-down endorsement) as Purchaser requests, in its sole and absolute discretionthis Mortgage. (iii) Upon the satisfaction of all conditions set forth in Article 3(g)(ii) as determined by Purchaser, in its sole and absolute discretion, exercised in good faith, Purchaser shall transfer the amount of the Purchase Price increase to an account of Seller or, if such increase is being funded on the same day as the future advance is being made to the related Borrower, directly to the Borrower, the Servicer or any title company, settlement agent or other Person, as agreed to by Purchaser and Seller.

Future Advances. (i) From time to time during the Availability Period, in connection with the making of a future advance to the Borrower under a Future Advance Purchased Asset, Seller may request an increase of the Purchase Price of such Future Advance Purchased Asset; provided that Seller shall not request more than one (1) increase with respect to the same Purchased Asset during any calendar month. Any approval by Purchaser of such increase of the Purchase Price shall be in writing and given or denied at Purchaser’s sole and absolute discretion. (ii) If such approval for a Purchase Price increase is granted, Purchaser’s funding of such increase shall be subject to the satisfaction of the following conditions: (A) at least ten (10) Business Days prior to the requested Purchase Price increase date, Seller shall have requested such increase in writing and delivered to Purchaser (1) copies of all documentation submitted by Borrower in connection with the applicable future advance and (2) evidence that all conditions precedent to such future advance under the related Purchased Asset Documents have been satisfied or will be satisfied as of the date of the related funding (or, if any conditions will not be satisfied, written request for Purchaser’s waiver of such conditions to the extent such waiver would be a Significant Modification hereunder); (B) the amount of the requested Purchase Price increase is at least $250,000; (C) Purchaser shall have determined to its satisfaction that (1) there is no monetary Default or material non-monetary Default then existing or likely to occur under such Purchased Asset, (2) all conditions precedent to such future advance under the related Purchased Asset Documents have been duly satisfied or waived to Purchaser’s reasonable satisfaction and (3) any additional conditions imposed by Purchaser with respect to such future advance, as specified in the related Confirmation, have been duly satisfied or waived by Purchaser in writing; (D) delivery by Seller to Purchaser of an amended and restated Confirmation for the applicable Transaction which reflects the increase in the Purchase Price signed by a Responsible Officer of Seller (provided, however, that Purchaser shall not be liable to Seller if it Purchaser inadvertently acts on a Confirmation that has not been signed by a Responsible Officer of Seller), and delivery by Purchaser to Seller of a countersigned copy of such amended and restated Confirmation; (E) immediately after giving effect to the requested Purchase Price increase, the outstanding Purchase Price of such Purchased Asset shall not exceed the updated Maximum Purchase Price of such Purchased Asset set forth on the related amended and restated Confirmation; (F) immediately after giving effect to the requested Purchase Price increase, the sum, without duplication, of (x) the aggregate Purchase Price for all outstanding Transactions and (y) the requested Purchase Price increase shall not exceed an amount equal the Maximum Facility Purchase Price; (G) no event shall have occurred which has, or would reasonably be expected to have, a Material Adverse Effect; (H) No no monetary Default or material non-monetary Default or Event of Default shall have occurred and be continuing as of the related Purchase Price increase date or will occur as a result of such Purchase Price increase; (I) no unsatisfied Margin Call shall exist, after giving effect to the requested Purchase Price increase; and (J) all representations and warranties made by any Seller Party in the Transaction Documents (other than those contained in Article 10(w) with respect to Purchased Assets other than the applicable Future Advance Purchased Asset for which a Purchase Price increase is being funded, which shall be considered solely for the purpose of determining the Market Value and eligibility of the Purchased Assets, unless (i) Seller shall have made any such representations and warranties with actual knowledge that they were materially false or materially misleading at the time made or (ii) any such representations and warranties have been determined by Purchaser in its sole and absolute discretion to be materially false or materially misleading on a regular basis) shall be true, correct, complete and accurate on and as of the related Purchase Price increase date with the same force and effect as if made on and as of such date; (K) Purchaser shall have received a written certification by Seller stating that foregoing conditions have been or will be satisfied as of the time required above and all conditions precedent to the funding of such future advance under the related Purchased Asset Documents have been satisfied; and; (L) Seller shall have delivered to Purchaser such other information and documentation (including, without limitation, either an updated title policy or an appropriate date-down endorsement) as Purchaser requests, in its sole and absolute discretion; and (M) [Reserved]. (iii) Upon the satisfaction of all conditions set forth in Article 3(g)(ii3(h)(ii) as determined by Purchaser, in its sole and absolute discretion, exercised in good faith, Purchaser shall transfer the amount of the Purchase Price increase to an account of Seller or, if such increase is being funded on the same day as the future advance is being made to the related Borrower, directly to the Borrower, the Servicer or any title company, settlement agent or other Person, as agreed to by Purchaser and Seller.

Future Advances. (i) From time to time during the Availability Period, in In connection with the making of a future advance to the Borrower Future Advance under a Future Advance Purchased Asset, the applicable Seller may request an increase of the Purchase Price of such Future Advance Purchased Asset (in the Applicable Currency of such Future Advance Purchased Asset; provided that Seller shall not request more than one ). The applicable Purchaser (1with Most Senior Class Consent) may approve or disapprove an increase in the Purchase Price with respect to any Future Advance that is not an Approved Future Advance in such Purchaser’s (with Most Senior Class Consent) sole and absolute discretion and subject to the same Purchased Asset during any calendar month. Any approval by Purchaser payment of a Funding Fee on the amount of such increase of the Purchase Price shall be in writing and given or denied at Purchaser’s sole and absolute discretionPrice. (iii) If such approval for With respect to any Approved Future Advance and any other Future Advance with respect to which the applicable Purchaser (with Most Senior Class Consent) shall have approved a Purchase Price increase is grantedin accordance with clause (i) above, the applicable Purchaser’s funding of such increase shall be subject to the satisfaction of the following conditions: (A) at least ten (10) Business Days prior to the requested Purchase Price increase date, the applicable Seller shall have requested such increase in writing and delivered to Purchaser the applicable Purchaser, Repurchase Agent and Realisation Agent which may be in the form of a draft amended and restated Confirmation for the applicable Transaction described in subclause (D) below, and delivered to the applicable Purchaser: (1) copies of all documentation submitted by Borrower in connection with the applicable future advance and Future Advance, and (2) evidence that all conditions precedent to such future advance Future Advance under the related Purchased Asset Documents have been satisfied or will be satisfied as of the date of the related funding (or, if any conditions will not be satisfied, written request for Purchaser’s waiver of such conditions have been specifically identified to the extent such waiver would be a Significant Modification hereunderapplicable Purchaser and Realisation Agent in writing in the related Confirmation and waived by the applicable Purchaser (with Most Senior Class Consent) in writing); (B) the amount of the requested Purchase Price increase is at least $250,000250,000 (with respect to any Foreign Purchased Asset, the then-current equivalent of such amount based on the Spot Rate with respect to the Applicable Currency of such Foreign Purchased Asset as of the date of determination); (C) the applicable Purchaser (with Most Senior Class Consent) shall have determined to its reasonable satisfaction that (1) there is no monetary Default or material non-monetary Default default then existing or likely to occur under such Purchased Asset, (2) all conditions precedent to such future advance Future Advance under the related Purchased Asset Documents have been duly satisfied (or waived to by the related Seller with the written approval of the applicable Purchaser’s reasonable satisfaction ) and (3) any additional conditions imposed by the applicable Purchaser (with Most Senior Class Consent) with respect to such future advanceFuture Advance, as specified in the related ConfirmationConfirmation on the Purchase Date with respect to Approved Future Advances or on the date of approval thereof with respect to any Future Advance approved by the applicable Purchaser (with 49 Most Senior Class Consent) after the Purchase Date in accordance with the terms hereof, have been duly satisfied or waived by Purchaser in writingsatisfied; (D) delivery by the applicable Seller to the applicable Purchaser and Realisation Agent of an amended and restated Confirmation for the applicable Transaction which reflects the increase in the Purchase Price signed by a Responsible Officer of such Seller (subject to the provisos to Article 3(c)(iii)(B) hereof; provided, however, that none of the applicable Purchaser or Realisation Agent shall have any duty to confirm that any such Confirmation has been signed by the requisite number of Responsible Officers of such Seller and shall not be liable to such Seller if it inadvertently acts on a Confirmation that has not been signed by a the requisite number of Responsible Officer of Seller), and delivery by Purchaser to Seller of a countersigned copy Officers of such amended and restated ConfirmationSeller or at all); (E) immediately after giving effect to the requested Purchase Price increase, the outstanding Purchase Price of such Purchased Asset shall not exceed the updated Maximum Purchase Price of such Purchased Asset set forth on the related amended and restated Confirmation and the Senior Exposure with respect to such Purchased Asset shall not exceed the updated Maximum Senior Exposure with respect to such Purchased Asset set forth on the related amended and restated Confirmation; (F) immediately after giving effect to the requested Purchase Price increase, the sum, without duplication, funding of (x) the aggregate Purchase Price for all outstanding Transactions and (y) the requested Purchase Price increase under the Class A Notes, the aggregate Senior Exposure in U.S. Dollars (with respect to any Senior Exposure on account of any Foreign Purchased Asset, based on the respective Purchase Date Spot Rate with respect to the Applicable Currency) shall not exceed an amount equal to the Maximum Facility Purchase PriceSenior Funding Amount and the Target Senior Funding Amount; (G) no event shall have occurred which has, or would reasonably be expected to have, a Material Adverse Effect; (H) No monetary Default or material non-monetary Default or Event of Default shall have occurred and be continuing as of the related Purchase Price increase date or will occur as a result of such Purchase Price increasedate; (IH) no unsatisfied Margin Call Deficit Event shall exist, exist immediately prior to or after giving effect to the requested Purchase Price increase; and; (JI) excluding any Due Diligence Representations and as disclosed in a Requested Exceptions Report approved in accordance with the terms hereof, all representations and warranties made by any Seller Party in the Transaction Documents (other than those contained in Article 10(w) with respect to Purchased Assets other than the applicable Future Advance Purchased Asset for which a Purchase Price increase is being funded, which shall be considered solely for the purpose of determining the Market Value and eligibility of the Purchased Assets, unless (i) Seller shall have made any such representations and warranties with actual knowledge that they were materially false or materially misleading at the time made or (ii) any such representations and warranties have been determined by Purchaser in its sole and absolute discretion to be materially false or materially misleading on a regular basis) shall be true, correct, correct and complete and accurate on and as of the related Purchase Price increase date with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (KJ) on or prior to the related Purchase Price increase date, the applicable Purchaser and Realisation Agent shall have received a written certification by the related Seller stating that foregoing conditions have been or will be satisfied as of the time required above and all conditions precedent to the funding of such future advance Future Advance under the related Purchased Asset Documents have been satisfied; andsatisfied (which may be made via a representation in the amended and restated Confirmation for the applicable Transaction described in subclause (D) above); (LK) the applicable Seller shall have delivered to Purchaser the applicable Purchaser, Repurchase Agent and Realisation Agent such other information and documentation (including, without limitation, either an updated title policy or an appropriate date-down endorsement) as Purchaser requests, in its sole and absolute discretion.such Person may reasonably request; and (iiiL) Upon the satisfaction each Noteholder (including, without limitation, holder of all conditions set forth in Article 3(g)(iia Class B Note) as determined by Purchaser, in has funded its sole and absolute discretion, exercised in good faith, Purchaser shall transfer the amount respective share of the related Purchase Price increase to an account of Seller or, if such increase is being funded on in accordance with the same day as the future advance is being made UK Transaction Documents; (M) to the extent additional security is required with respect to a Purchased Asset, such security required under applicable law to maintain perfection of Purchaser’s security interest granted hereunder is given in favor of the applicable Purchaser as of the related Borrower, directly to Purchase Price increase date; and (N) the Borrower, applicable Purchaser shall have received payment from the Servicer or applicable Seller of any title company, settlement agent or other Person, as agreed to by Purchaser applicable Funding Fee and Sellerany applicable Purchased Asset Specific Fee then due in respect of such Purchase Price increase.

Future Advances. (i) From time to time during the Availability Period, in In connection with the making of a future advance to the Mortgagor or Mezzanine Borrower under a Future Advance Purchased Asset, Seller may request an increase of the Purchase Price of such Future Advance Purchased AssetAsset in an amount not to exceed the product of (i) the principal balance of the future advance made by Seller and (ii) the Purchase Price Percentage of such Purchased Asset (as determined by Purchaser in its sole discretion); provided that (A) each such increase request shall be for an amount of not less than $250,000 and (B) Seller shall not request more than one (1) increase with respect to the same Purchased Asset during any calendar monththirty (30) day period. Any approval by Purchaser of such increase of the Purchase Price shall be in writing and given or denied at in Purchaser’s sole and absolute discretion, which approval shall be conclusively evidenced by Purchaser’s execution of the amended and restated Confirmation for the applicable Transaction described in subclause (ii)(B) of this Article 3(h). (ii) If such approval for a Purchase Price increase is granted, Purchaser’s funding of such increase shall be subject to the satisfaction (or waiver in writing) of the following conditions, which satisfaction or waiver shall be conclusively evidenced by Purchaser’s execution of the amended and restated Confirmation for the applicable Transaction described in subclause (B) below: (A) at least ten five (105) Business Days prior to the requested Purchase Price increase date, Seller shall have requested such increase in writing and delivered to Purchaser Purchaser, which may be in the form of a draft amended and restated Confirmation for the applicable Transaction described in subclause (B) below: (1) copies of all documentation submitted by Mortgagor or Mezzanine Borrower in connection with the applicable future advance and advance; (2) evidence a written certification stating that all conditions precedent to such future advance under the related Purchased Asset Documents (a) have been satisfied or will be satisfied as of the date of the related funding with evidence of satisfaction having been provided to Purchaser or (or, if any conditions will not be satisfied, written request for Purchaser’s waiver of such conditions to the extent such waiver would be a Significant Modification hereunder); (Bb) the amount of the requested Purchase Price increase is at least $250,000; (C) Purchaser shall have determined to its satisfaction that (1) there is no monetary Default or material non-monetary Default then existing or likely to occur under such Purchased Asset, (2) all conditions precedent to such future advance under the related Purchased Asset Documents have been duly satisfied or waived specifically identified to Purchaser’s reasonable satisfaction Purchaser in writing and (3) any additional conditions imposed by Purchaser with respect to such future advance, as specified in the related Confirmation, have been duly satisfied or waived by Purchaser in writing; (D) delivery by Seller to Purchaser of an amended and restated Confirmation for the applicable Transaction which reflects the increase in the Purchase Price signed by a Responsible Officer of Seller (provided, however, that Purchaser shall not be liable to Seller if it inadvertently acts on a Confirmation that has not been signed by a Responsible Officer of Seller), and delivery by Purchaser to Seller of a countersigned copy of such amended and restated Confirmation; (E) immediately after giving effect to the requested Purchase Price increase, the outstanding Purchase Price of such Purchased Asset shall not exceed the updated Maximum Purchase Price of such Purchased Asset set forth on the related amended and restated Confirmation; (F) immediately after giving effect to the requested Purchase Price increase, the sum, without duplication, of (x) the aggregate Purchase Price for all outstanding Transactions and (y) the requested Purchase Price increase shall not exceed an amount equal the Maximum Facility Purchase Price; (G) no event shall have occurred which has, or would reasonably be expected to have, a Material Adverse Effect; (H) No monetary Default or material non-monetary Default or Event of Default shall have occurred and be continuing as of the related Purchase Price increase date or will occur as a result of such Purchase Price increase; (I) no unsatisfied Margin Call shall exist, after giving effect to the requested Purchase Price increase; and (J3) all representations and warranties made by any Seller Party in the Transaction Documents (other than those contained in Article 10(w) with respect to Purchased Assets other than the applicable Future Advance Purchased Asset for which a Purchase Price increase is being funded, which shall be considered solely for the purpose of determining the Market Value and eligibility of the Purchased Assets, unless (i) Seller shall have made any such representations and warranties with actual knowledge that they were materially false or materially misleading at the time made or (ii) any such representations and warranties have been determined by Purchaser in its sole and absolute discretion to be materially false or materially misleading on a regular basis) shall be true, correct, complete and accurate on and as of the related Purchase Price increase date with the same force and effect as if made on and as of such date; (K) Purchaser shall have received a written certification by Seller stating that foregoing conditions have been or will be satisfied as of the time required above and all conditions precedent to the funding of such future advance under the related Purchased Asset Documents have been satisfied; and (L) Seller shall have delivered to Purchaser such other information and documentation (including, without limitation, either an updated title policy or an appropriate date-down endorsement) as Purchaser requests, in its sole and absolute discretion; (B) delivery by Seller to Purchaser of an amended and restated Confirmation for the applicable Transaction which reflects the increase in the Purchase Price signed by a Responsible Officer of Seller, and delivery by Purchaser to Seller of a countersigned copy of such amended and restated Confirmation; (C) the Purchase Price Percentage after giving effect to such increase and the corresponding increase in the outstanding principal balance of the Purchased Asset shall not exceed the Purchase Price Percentage set forth in the related Confirmation for such Purchased Asset. (D) as of the proposed date of such increase, the sum, without duplication, of (x) the aggregate unpaid Repurchase Price for all outstanding Transactions (excluding accrued and unpaid Purchase Price Differential for the then current Pricing Rate Period) and (y) the requested Purchase Price increase shall not exceed an amount equal the Maximum Facility Purchase Price; (E) no event shall have occurred and be continuing which has, or would reasonably be expected to have, a Material Adverse Effect; (F) no Default or Event of Default shall have occurred and be continuing as of the related Purchase Price increase date; (G) no Margin Deficit shall exist, either immediately prior to or after giving effect to the requested Purchase Price increase; (H) on or prior to the related Purchase Price increase date, Purchaser shall have received a written certification by Seller stating that all conditions precedent to the funding of such future advance under the related Purchased Asset Documents have been satisfied (or waived by Purchaser in its sole discretion if applicable) in all material respects (which certification may be made via a representation in the amended and restated Confirmation for the applicable Transaction described in subclause (B) above); and; and (I) all representations and warranties made by any Seller Party in the Transaction Documents shall be true, correct and complete on and as of the related Purchase Price increase date in all material respects with the same force and effect as if made on and as of such date (other than with respect to any MTM Representations); provided, that, (x) to the extent that any such representation or warranty relates to a specific date, they shall be true and correct as of such specific date and (y) any such representation or warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all material respects after giving effect to any such qualification therein). (iii) Upon the satisfaction (or waiver by Purchaser in writing) of all conditions set forth in Article 3(g)(ii3(h)(ii) as determined by Purchaser, in its sole and absolute discretion, exercised in good faith, which satisfaction or waiver shall be conclusively evidenced by Purchaser’s execution of the amended and restated Confirmation for the applicable Transaction described in subclause (B) of this Article 3(h), Purchaser shall transfer the amount of the Purchase Price increase to an account of Seller or, if such increase is being funded on the same day as the future advance is being made to the related Mortgagor or Mezzanine Borrower, directly to the Mortgagor or Mezzanine Borrower, the Servicer or any title company, settlement agent or other Person, as directed by Seller in such amended and restated Confirmation or otherwise agreed to by Purchaser and SellerSeller in writing. Seller acknowledges and agrees that, with respect to any Future Advance Purchased Asset and whether or not Purchaser advances any additional Purchase Price hereunder, Seller shall advance, as and when required under the related Purchased Asset Documents, any and all future advance obligations and commitments thereunder for so long as such Purchased Asset is subject to a Transaction hereunder.

Future Advances. (i) From time to time during the Availability Period, in In connection with the making of a future advance to the Borrower under a Future Advance Purchased Asset, Seller may request an increase of the Purchase Price of such Future Advance Purchased Asset; provided that (A) each such increase request shall be for an amount of not less than $250,000 and (B) Seller shall not request more than one (1) increase with respect to the same Purchased Asset during any calendar monththirty (30) day period. Any approval by Purchaser of such increase of the Purchase Price shall be in writing and given or denied denied, at Purchaser’s sole and absolute discretion. (ii) If such approval for a Purchase Price increase is granted, Purchaser’s funding of such increase shall be subject to the satisfaction of the following conditions: (A) at least five (5) Business Days (but not more than ten (10) Business Days days) prior to the requested Purchase Price increase date, Seller shall have requested such increase in writing and delivered to Purchaser (1) copies of all documentation submitted by Borrower in connection with the applicable future advance and (2) evidence that all conditions precedent to such future advance under the related Purchased Asset Documents have been satisfied or will be satisfied as of the date of the related funding (or, if any conditions will not be satisfied, written request for Purchaser’s waiver of such conditions to the extent such waiver would be a Significant Modification hereunderconditions); (B) the amount of the requested Purchase Price increase is at least $250,000; (C) Purchaser shall have determined to its reasonable satisfaction that (1) there is no monetary Default or material non-monetary Default default then existing or likely to occur under such Purchased Asset, (2) all conditions precedent to such future advance under the related Purchased Asset Documents have been duly satisfied or waived to Purchaser’s reasonable satisfaction and (3) any additional conditions imposed by Purchaser with respect to such future advance, as specified in the related Confirmation, have been duly satisfied or waived by Purchaser in writing; (DC) delivery by Seller to Purchaser of an amended and restated Confirmation for the applicable Transaction which reflects the increase in the Purchase Price signed by a Responsible Officer of Seller (provided, however, that Purchaser shall not be liable to Seller if it inadvertently acts on a Confirmation that has not been signed by a Responsible Officer of SellerSeller or at all), and delivery by Purchaser to Seller of a countersigned copy of such amended and restated Confirmation, which countersignature shall not be unreasonably withheld, conditioned or delayed with respect to any increase that Purchaser has approved in writing and so long as all conditions to such increase have been satisfied); (D) immediately after giving effect to the requested Purchase Price increase, the aggregate unpaid Repurchase Price (excluding accrued and unpaid Purchase Price Differential for the then current Pricing Rate Period) of the related Purchased Asset shall not exceed (x) the Margin Amount of such Purchased Asset and (y) in the case of a Sidecar Asset, the amount of the related Sidecar Facility with respect to such Sidecar Asset; (E) immediately after giving effect to the requested Purchase Price increase, the outstanding aggregate unpaid Repurchase Price (excluding accrued and unpaid Purchase Price Differential for the then current Pricing Rate Period) of such all Purchased Asset Assets shall not exceed the updated Maximum Facility Purchase Price and, in the case of such Purchased Asset set forth on a Sidecar Asset, the related amended aggregate unpaid Repurchase Price (excluding accrued and restated Confirmation; (F) immediately after giving effect to the requested unpaid Purchase Price increase, Differential for the sum, without duplication, then current Pricing Rate Period) of (x) the aggregate Purchase Price for all outstanding Transactions and (y) the requested Purchase Price increase Sidecar Assets shall not exceed an amount equal the Maximum Sidecar Facility Purchase Price; (GF) no event shall have occurred which has, or would reasonably be expected to have, a Material Adverse Effect; provided, however, that if Purchaser shall have approved a Purchase Price increase, such approval shall be deemed a satisfaction of this condition precedent; (HG) No monetary Default or material non-monetary no Default or Event of Default shall have occurred and be continuing as of the related Purchase Price increase date or will occur as a result of such Purchase Price increase; (IH) no unsatisfied Margin Call Deficit Event shall exist, either immediately prior to or after giving effect to the requested Purchase Price increase; and; (JI) all representations and warranties made by any Seller Party in the Transaction Documents (other than those contained in the representations and warranties made pursuant to Article 10(w) with respect to Purchased Assets other than the applicable Future Advance Purchased Asset for which a Purchase Price increase is being funded, which shall be considered solely for the purpose of determining the Market Value and eligibility of the Purchased Assets, Exhibit V unless (i) Seller shall have made any such representations and warranties representation or warranty with actual knowledge that they were it was materially false or materially misleading at the time made or (ii) any such representations and warranties have been determined by Purchaser in its sole and absolute discretion to be materially false or materially misleading on a regular basis) made), shall be true, correct, complete true and accurate correct on and as of the related Purchase Price increase date with the same force and effect as if made on and as of such date; provided that, to the extent that any such representation or warranty related to a specific earlier date set forth therein, it shall be true and correct as of such earlier date; (KJ) on or prior to the related Purchase Price increase date, Purchaser shall have received a written certification (which may be contained in the applicable amended and restated Confirmation) by Seller stating that foregoing conditions have been or will be satisfied as of the time required above and all conditions precedent to the funding of such future advance under the related Purchased Asset Documents have been satisfiedsatisfied (or, if waived by Purchaser in writing, identifying all conditions precedent waived by Purchaser); and (LK) Seller shall have delivered to Purchaser such other information and documentation (including, without limitation, either an updated title policy or an appropriate date-down endorsement) relating to such future advance as Purchaser requests, in its sole and absolute discretionmay reasonably request. (iii) Upon the satisfaction of all conditions set forth in Article 3(g)(ii3(h)(ii) as determined by Purchaser, in its sole and absolute good faith discretion, exercised in good faith, Purchaser shall transfer the amount of the Purchase Price increase to an account of Seller or, if such increase is being funded on the same day as the future advance is being made to the related Borrower, directly to the Borrower, the Servicer or any title company, settlement agent or other Person, as agreed to by Purchaser and Seller. Seller acknowledges and agrees that, with respect to any Future Advance Purchased Asset and whether or not Purchaser advances any additional Purchase Price hereunder, Seller shall advance, as and when required under the related Purchased Asset Documents, any and all future advance obligations and commitments thereunder (except upon Purchaser’s ultimate sale or retention, as applicable, of such Purchased Asset in accordance with Article 14(b)(ii)(D), in which case the obligation will be transferred to the transferee of the Purchased Asset or to Purchaser, as applicable).

Future Advances. (i) From time $20,000,000.00 of the Loan will, subject to time during the Availability Periodconditions set forth in this Section 2.1.2(c), be advanced by Lender, pursuant to Note B, in minimum aggregate increments of $100,000.00 (each, a “Future Advance”) to Borrower for the purpose of (A) contributing funds to Mortgage Borrower in an amount sufficient to reimburse Mortgage Borrower for tenant improvement and leasing commission expenses (“TI/LC Expenses”) incurred by Mortgage Borrower in connection with Leases at the making Properties and (B) contributing funds to Mortgage Borrower in an amount sufficient to reimburse Mortgage Borrower for the cost of a future capital improvements to an Individual Property (“Capital Improvement Expenses”). Each Future Advance shall be considered an advance of the Loan, shall be added to the unpaid principal balance of the Loan as of the day such Future Advance is made for purposes of Borrower’s payment obligations under this Loan Agreement and repayment thereof, together with interest thereon at the Note B Applicable Interest Rate and shall be secured by the Pledge Agreement and the Collateral given for the Loan. The maximum amount of the Future Advances for TI/LC Expenses $8,000,000.00 (the “Maximum TI/LC Expense Future Advance Amount”), and the maximum amount of the Future Advances for Capital Improvement Expenses is $12,000,000.00 (the “Maximum Capital Improvement Expenses Future Advance Amount”). (ii) Whenever Borrower under desires a Future Advance Purchased Assethereunder, Seller may request an increase Borrower shall give Lender, prior to 10:00 A.M., New York City time, at least five (5) Business Days’ prior telex, facsimile, or telephonic notice (promptly confirmed in writing) of such advance. Each such notice (a “Notice of Borrowing”) (i) shall be irrevocable, (ii) shall be executed by a Responsible Officer of Borrower, (iii) shall specify (y) the aggregate principal amount of the Purchase Price requested advance, and (z) the requested date of the advance, (iv) shall certify that, taking into account the amount of the requested Future Advance, no Event of Default has occurred and is continuing, and that all of the conditions precedent to such Future Advance Purchased Asset; provided that Seller advance have been complied with, (v) shall contain a description of the intended use of the advance and (vi) shall be in the form annexed hereto as Exhibit H. Borrower shall not make a request for more than one (1) increase with respect Future Advance in any given calendar month and Lender shall not be obligated to the same Purchased Asset during make more than one (1) Future Advance in any given calendar month. Any approval by Purchaser of such increase of the Purchase Price shall be in writing and given or denied at Purchaser’s sole and absolute discretion. (iiiii) If such approval Provided that no Event of Default shall exist on the date of the request for a Purchase Price increase the Future Advance or on the date the disbursement is grantedactually made, Purchaser’s funding of such increase upon written request made in accordance with Section 2.1.2(c)(ii) hereof, Lender shall be subject to make Future Advances upon the satisfaction by Borrower of the following conditions: (A) at least ten (10) Business Days prior With respect to the requested Purchase Price increase dateeach Future Advance, Seller Borrower shall have requested such increase in writing and deliver or cause to be delivered to Purchaser Lender (1) copies a continuation report from the title insurance company that issued each Owner’s Title Policy showing title to the Properties to be vested in Mortgage Borrower and no exceptions to the title of all documentation submitted the Properties other than those exceptions previously approved by Borrower in connection with the applicable future advance Lender and Permitted Encumbrances and (2) evidence that all conditions precedent an endorsement to such future advance under the related Purchased Asset Documents have been satisfied or will be satisfied as of UCC Title Insurance Policy in form and substance reasonably satisfactory to Lender, re-dating the date of the related funding UCC Title Insurance Policy and insuring the priority of the lien of the Pledge Agreement in the amount of the then outstanding principal balance of the Loan (or, if any conditions will not be satisfied, written request for Purchaser’s waiver of such conditions after giving effect to the extent such waiver would be a Significant Modification hereunderfunding of the applicable Future Advance), subject only to exceptions previously approved by Lender, and Permitted Encumbrances; (B) Lender is satisfied that no liens or encumbrances have been recorded or filed against the Property (other than the Permitted Encumbrances) except for liens relating to work being performed by a tenant at the Property, provided (1) such lien only affects tenant’s leasehold estate in the Property and (2) Borrower causes Mortgage Borrower to diligently enforce the provisions of such tenant’s Lease and causes such tenant to pay or bond over such liens; (C) If the requested Future Advance is to be used for TI/LC Expenses, (1) the aggregate amount of all prior Future Advances used for TI/LC Expenses, together with the amount of the requested Purchase Price increase is at least $250,000Future Advance, does not exceed the Maximum TI/LC Expense Future Advance Amount; (C2) Purchaser (aa) the Lease or Leases for which the Future Advance is being requested must (i) if a Major Lease have been approved by Lender in accordance with Section 5.1.17 hereof or (ii) if not a Major Lease, must satisfy the requirements set forth in Section 5.1.17 hereof; (bb) such Lease or Leases must be fully executed with third-party tenants, and (cc) an estoppel certificate addressed to Lender in form satisfactory to Lender shall have determined to its satisfaction that (1) there is no monetary Default been executed by the tenant or material non-monetary Default then existing or likely to occur tenants under such Purchased Asset, (2) all conditions precedent to such future advance under the related Purchased Asset Documents have been duly satisfied Lease or waived to Purchaser’s reasonable satisfaction and Leases; (3) If the requested Future Advance is to be used for tenant improvements, (aa) Lender shall have received an officers’ certificate delivered by the Mortgage Borrower in support of the request for the Future Advance (i) stating that all tenant improvements made to the Properties, the cost of which is to be funded by the requested Future Advance, have been completed in a good and workmanlike manner and, to the best of Mortgage Borrower’s and Borrower’s knowledge, in accordance with all Legal Requirements and Environmental Laws, such certificate to be accompanied by a copy of any additional conditions imposed license, permit or other approval by Purchaser any Governmental Authority, if any, required to commence and/or complete the applicable tenant improvements, (ii) identifying each Person that supplied materials or labor in connection with the tenant improvements made to the Properties with respect to the reimbursement to be funded by the requested Future Advance, and (iii) stating that each such future advancePerson will be paid in full for the work which is subject to the Future Advance upon Lender making such Future Advance to Borrower, such Officers’ Certificate to be accompanied by conditional lien waivers for the work which is the subject of such Future Advance and final lien waivers for the work which was the subject of the preceding Future Advance or other evidence of payment reasonably satisfactory to Lender, and (bb) Lender shall have received such other evidence as specified Lender shall reasonably request that the tenant improvements to be funded by the requested Future Advance have been completed and are paid for upon Lender making such Future Advance to Borrower; (4) If the requested Future Advance is to be used for leasing commissions, Lender shall have received invoices for the amounts requested and such evidence as Lender shall reasonably request that the leasing commissions are due and owing in connection with the related ConfirmationLeases at the Properties; (5) Borrower shall obtain permission from the Mortgage Borrower to permit Lender and Lender’s agents and representatives to enter onto the Properties upon reasonable advance notice and during normal business hours (subject to the rights of tenants under their Leases) to inspect the progress of the work related to any tenant improvements, and all materials being used in connection therewith and to examine all plans and shop drawings relating thereto which are or may be kept at the Properties. Borrower shall cause Mortgage Borrower to use commercially reasonable efforts to cause all contractors and subcontractors to cooperate with Lender or Lender’s agents and representatives in connection with inspections described in this subsection; and (6) Borrower shall deliver an Officer’s Certificate certifying that the requirements of this Section 2.1.2(c) have been duly satisfied or waived by Purchaser in writingsatisfied; (D) delivery by Seller If the requested Future Advance is to Purchaser be used for Capital Improvement Expenses, (1) the aggregate amount of an amended all prior Future Advances used for TI/LC Expenses, together with the amount of the requested Future Advance, does not exceed the Maximum Capital Improvement Future Advance Amount; (2) Lender shall not be required to make a Future Advance for Capital Improvements unless such Capital Improvements are set forth on the budget set forth as Schedule 2.1.2 attached hereto (the “Capital Improvements Budget”) and restated Confirmation Lender shall not be obligated to make a Future Advance for Capital Improvements in excess of the applicable Transaction which reflects amount set forth on the increase Capital Improvements Budget relating to such Capital Improvements as set forth on Schedule 2.1.2 hereto subject to a variance of no more than ten percent (10%) for any individual line item, and, in the Purchase Price signed by a Responsible Officer of Seller aggregate, five percent (5%) for all line items; provided, however, that Purchaser notwithstanding the line item limitation set forth above, Borrower shall have the right to cause Mortgage Borrower to apply actually realized cost savings on any completed line item to any uncompleted line item in the Capital Improvements Budget. The Capital Improvements Budget may be revised from time to time after the date hereof with the reasonable approval of Lender. (3) Borrower shall not commence any portion of the Capital Improvements work unless all required permits, certificates, licenses and approvals therefore have been issued or obtained from the appropriate Governmental Authorities. The Capital Improvements shall be liable constructed and performed in compliance with the requirements of such Governmental Authorities together with any other applicable Legal Requirements. (4) (aa) Lender shall have received an officers’ certificate delivered by Mortgage Borrower in support of the Future Advance request (i) stating that all Capital Improvements made to Seller if it inadvertently acts on the Properties, the cost of which is to be funded by the requested Future Advance, have been completed in a Confirmation that has not been signed good and workmanlike manner and, to the best of Mortgage Borrower’s and Borrower’s knowledge, in accordance with all Legal Requirements and Environmental Laws, such certificate to be accompanied by a Responsible Officer copy of Seller)any license, permit or other approval by any Governmental Authority, if any, required to commence and/or complete the applicable tenant improvements, (ii) identifying each Person that supplied materials or labor in connection with the tenant improvements made to the Properties with respect to the reimbursement to be funded by the requested Future Advance, and delivery (iii) stating that each such Person will be paid in full for the work which is subject to the Future Advance upon Lender making such Future Advance to Borrower, such Officers’ Certificate to be accompanied by Purchaser to Seller of a countersigned copy conditional lien waivers for the work which is the subject of such amended Future Advance and restated Confirmationfinal lien waivers for the work which was the subject of the preceding Future Advance or other evidence of payment satisfactory to Lender, and (bb) Lender shall have received such other evidence as Lender shall reasonably request that the Capital Improvements to be funded by the requested Future Advance have been completed and are paid for upon Lender making such Future Advance to Borrower; (E5) immediately after giving effect Borrower shall obtain permission from the Mortgage Borrower to permit Lender and Lender’s agents and representatives to enter onto the Properties upon reasonable advance notice and during normal business hours (subject to the requested Purchase Price increaserights of tenants under their Leases) to inspect the progress of the work related to any Capital Improvements, and all materials being used in connection therewith and to examine all plans and shop drawings relating thereto which are or may be kept at the outstanding Purchase Price of such Purchased Asset Properties. Borrower shall not exceed the updated Maximum Purchase Price of such Purchased Asset set forth on the related amended cause Mortgage Borrower to use commercially reasonable efforts to cause all contractors and restated Confirmationsubcontractors to cooperate with Lender or Lender’s agents and representatives in connection with inspections described in this subsection; (F6) immediately after giving effect to Borrower shall deliver an Officer’s Certificate certifying that the requested Purchase Price increase, the sum, without duplication, requirements of (x) the aggregate Purchase Price for all outstanding Transactions and (y) the requested Purchase Price increase shall not exceed an amount equal the Maximum Facility Purchase Price; (G) no event shall have occurred which has, or would reasonably be expected to have, a Material Adverse Effect; (H) No monetary Default or material non-monetary Default or Event of Default shall have occurred and be continuing as of the related Purchase Price increase date or will occur as a result of such Purchase Price increase; (I) no unsatisfied Margin Call shall exist, after giving effect to the requested Purchase Price increase; and (J) all representations and warranties made by any Seller Party in the Transaction Documents (other than those contained in Article 10(w) with respect to Purchased Assets other than the applicable Future Advance Purchased Asset for which a Purchase Price increase is being funded, which shall be considered solely for the purpose of determining the Market Value and eligibility of the Purchased Assets, unless (i) Seller shall have made any such representations and warranties with actual knowledge that they were materially false or materially misleading at the time made or (ii) any such representations and warranties have been determined by Purchaser in its sole and absolute discretion to be materially false or materially misleading on a regular basis) shall be true, correct, complete and accurate on and as of the related Purchase Price increase date with the same force and effect as if made on and as of such date; (K) Purchaser shall have received a written certification by Seller stating that foregoing conditions have been or will be satisfied as of the time required above and all conditions precedent to the funding of such future advance under the related Purchased Asset Documents have been satisfied; and (L) Seller shall have delivered to Purchaser such other information and documentation (including, without limitation, either an updated title policy or an appropriate date-down endorsement) as Purchaser requests, in its sole and absolute discretion. (iii) Upon the satisfaction of all conditions set forth in Article 3(g)(ii) as determined by Purchaser, in its sole and absolute discretion, exercised in good faith, Purchaser shall transfer the amount of the Purchase Price increase to an account of Seller or, if such increase is being funded on the same day as the future advance is being made to the related Borrower, directly to the Borrower, the Servicer or any title company, settlement agent or other Person, as agreed to by Purchaser and Seller.this Section 2.1.2

Future Advances. (i) From time to time during the Availability Period, in connection with the making of a future advance to the Borrower under a Future Advance Purchased Asset, Seller may request an increase of the Purchase Price of such Future Advance Purchased Asset; provided that Seller shall not request more than one (1) increase with respect to the same Purchased Asset during any calendar month. Any approval by Purchaser of such increase of the Purchase Price shall be in writing and given or denied at Purchaser’s sole and absolute discretion. (ii) If such approval for a Purchase Price increase is granted, Purchaser’s funding of such increase shall be subject to the satisfaction of the following conditions: (A) at least ten (10) Business Days prior to the requested Purchase Price increase date, Seller shall have requested such increase in writing and delivered to Purchaser (1) copies of all documentation submitted by Borrower in connection with the applicable future advance and (2) evidence that all conditions precedent to such future advance under the related Purchased Asset Documents have been satisfied or will be satisfied as of the date of the related funding (or, if any conditions will not be satisfied, written request for Purchaser’s waiver of such conditions to the extent such waiver would be a Significant Modification hereunder); (B) the amount of the requested Purchase Price increase is at least $250,000; (C) Purchaser shall have determined to its satisfaction that (1) there is no monetary Default or material non-monetary Default then existing or likely to occur under such Purchased Asset, (2) all conditions precedent to such future advance under the related Purchased Asset Documents have been duly satisfied or waived to Purchaser’s reasonable satisfaction and (3) any additional conditions imposed by Purchaser with respect to such future advance, as specified in the related Confirmation, have been duly satisfied or waived by Purchaser in writing; (D) delivery by Seller to Purchaser of an amended and restated Confirmation for the applicable Transaction which reflects the increase in the Purchase Price signed by a Responsible Officer of Seller (provided, however, that Purchaser shall not be liable to Seller if it Purchaser inadvertently acts on a Confirmation that has not been signed by a Responsible Officer of Seller), and delivery by Purchaser to Seller of a countersigned copy of such amended and restated Confirmation; (E) immediately after giving effect to the requested Purchase Price increase, the outstanding Purchase Price of such Purchased Asset shall not exceed the updated Maximum Purchase Price of such Purchased Asset set forth on the related amended and restated Confirmation; (F) immediately after giving effect to the requested Purchase Price increase, the sum, without duplication, of (x) the aggregate Purchase Price for all outstanding Transactions and (y) the requested Purchase Price increase shall not exceed an amount equal the Maximum Facility Purchase Price; (G) no event shall have occurred which has, or would reasonably be expected to have, a Material Adverse Effect; (H) No no monetary Default or material non-monetary Default or Event of Default shall have occurred and be continuing as of the related Purchase Price increase date or will occur as a result of such Purchase Price increase; (I) no unsatisfied Margin Call shall exist, after giving effect to the requested Purchase Price increase; and (J) all representations and warranties made by any Seller Party in the Transaction Documents (other than those contained in Article 10(w) with respect to Purchased Assets other than the applicable Future Advance Purchased Asset for which a Purchase Price increase is being funded, which shall be considered solely for the purpose of determining the Market Value and eligibility of the Purchased Assets, unless (i) Seller shall have made any such representations and warranties with actual knowledge that they were materially false or materially misleading at the time made or (ii) any such representations and warranties have been determined by Purchaser in its sole and absolute discretion to be materially false or materially misleading on a regular basis) shall be true, correct, complete and accurate on and as of the related Purchase Price increase date with the same force and effect as if made on and as of such date; (K) Purchaser shall have received a written certification by Seller stating that foregoing conditions have been or will be satisfied as of the time required above and all conditions precedent to the funding of such future advance under the related Purchased Asset Documents have been satisfied; and; (L) Seller shall have delivered to Purchaser such other information and documentation (including, without limitation, either an updated title policy or an appropriate date-down endorsement) as Purchaser requests, in its sole and absolute discretion; and (M) Purchaser shall have received payment from Seller of the Funding Fee then due in respect of such Purchase Price increase (directly or pursuant to the terms of the Fee Credit Side Letter Agreement) or such Funding Fee has been netted against the Purchase Price being funded. (iii) Upon the satisfaction of all conditions set forth in Article 3(g)(ii3(h)(ii) as determined by Purchaser, in its sole and absolute discretion, exercised in good faith, Purchaser shall transfer the amount of the Purchase Price increase to an account of Seller or, if such increase is being funded on the same day as the future advance is being made to the related Borrower, directly to the Borrower, the Servicer or any title company, settlement agent or other Person, as agreed to by Purchaser and Seller.

Future Advances. (i) From time to time during To the Availability Period, in connection with the making of a extent any future advance is required to be made pursuant to the Borrower under a Future Advance Purchased Asset Documents with respect to any Purchased Asset, Seller may request an increase of the Purchase Price of such Future Advance Purchased Asset; provided that Seller shall not request more than one (1) increase with respect to the same Purchased Asset during any calendar month. Any approval by Purchaser of such increase of the Purchase Price shall be in writing and given or denied at Purchaser’s sole and absolute discretion. (ii) If such approval for a Purchase Price increase is granted, Purchaser’s funding of such increase shall be subject required to the satisfaction of the following conditions: (A) at least ten (10) Business Days prior to the requested Purchase Price increase date, Seller shall have requested such increase in writing and delivered to Purchaser (1) copies of all documentation submitted by Borrower in connection with the applicable future advance and (2) evidence that all conditions precedent to fund such future advance under the related in accordance with such Purchased Asset Documents have been satisfied (except upon Purchaser’s ultimate sale or retention, as applicable, of such Purchased Asset in accordance with Article 14(b)(ii)(D), in which case the obligation will be satisfied as transferred to the transferee of the date of the related funding (or, if any conditions will not be satisfied, written request for Purchaser’s waiver of such conditions to the extent such waiver would be a Significant Modification hereunder); (B) the amount of the requested Purchase Price increase is at least $250,000; (C) Purchaser shall have determined to its satisfaction that (1) there is no monetary Default or material non-monetary Default then existing or likely to occur under such Purchased Asset, (2) all conditions precedent to such future advance under the related Purchased Asset Documents have been duly satisfied or waived to Purchaser’s reasonable satisfaction and (3) any additional conditions imposed by Purchaser with respect to such future advance, as specified in the related Confirmationapplicable), have been duly satisfied or waived by regardless of whether Purchaser in writing; (D) delivery by Seller agrees to Purchaser of fund an amended and restated Confirmation for the applicable Transaction which reflects the increase in the Purchase Price signed by or the conditions for increasing the Purchase Price under this Agreement have been satisfied with regard to such future advance. Any Purchased Asset with respect to which there is a Responsible Officer of Future Advance Failure shall cease being an Eligible Asset and Purchaser, upon written notice to Seller, may require that Seller (provided, however, that Purchaser shall not be liable to Seller if it inadvertently acts on a Confirmation that has not been signed by a Responsible Officer of Seller)repurchase such Purchased Asset, and delivery by Purchaser a Repurchase Date shall occur with respect to Seller of a countersigned copy of such amended and restated Confirmation; (E) immediately after giving effect to the requested Purchase Price increase, the outstanding Purchase Price of such Purchased Asset shall not exceed the updated Maximum Purchase Price of within five (5) Business Days after such Purchased Asset set forth on the related amended notice unless Seller has provided evidence satisfactory to Purchaser in its sole and restated Confirmation; absolute discretion, that Seller is contesting such alleged Future Advance Failure in good faith and has deposited with Purchaser a cash reserve (Feach, a “Reserve Fund”) immediately after giving effect equal to the requested Purchase Price increase, the sum, without duplication, disputed future funding amount. Purchaser shall apply Reserve Funds (i) so long as no Event of (x) the aggregate Purchase Price for all outstanding Transactions and (y) the requested Purchase Price increase shall not exceed an amount equal the Maximum Facility Purchase Price; (G) no event Default shall have occurred and is continuing, at the request of Seller, to cure the applicable Future Advance Failure or (ii) upon the occurrence and during the continuance of an Event of Default, to the Repurchase Obligations in such order of priority as Purchaser shall determine in its sole and absolute discretion; provided that the surplus, if any, after payment in full of the Repurchase Obligations which hasare then due and payable, or would reasonably shall be expected remitted to have, a Material Adverse Effect; (H) No monetary Default or material non-monetary Default or Seller. Provided that no Event of Default shall have occurred and be continuing as continuing, upon the final unconditional resolution of the related Purchase Price increase date or will occur as a result of such Purchase Price increase; (I) no unsatisfied Margin Call shall exist, after giving effect to the requested Purchase Price increase; and (J) all representations and warranties made by any Seller Party in the Transaction Documents (other than those contained in Article 10(w) with respect to Purchased Assets other than the applicable Future Advance Purchased Asset for which a Purchase Price increase is being funded, which shall be considered solely for Failure to the purpose satisfaction of determining the Market Value and eligibility of the Purchased Assets, unless (i) Seller shall have made any such representations and warranties with actual knowledge that they were materially false or materially misleading at the time made or (ii) any such representations and warranties have been determined by Purchaser in its sole and absolute discretion to be materially false or materially misleading on a regular basis) shall be true, correct, complete and accurate on and as of the related Purchase Price increase date with the same force and effect as if made on and as of such date; (K) Purchaser shall have received a written certification by Seller stating that foregoing conditions have been or will be satisfied as of promptly remit the time required above and all conditions precedent Reserve Funds to the funding of such future advance under the related Purchased Asset Documents have been satisfied; and (L) Seller shall have delivered to Purchaser such other information and documentation (including, without limitation, either an updated title policy or an appropriate date-down endorsement) as Purchaser requests, in its sole and absolute discretion. (iii) Upon the satisfaction of all conditions set forth in Article 3(g)(ii) as determined by Purchaser, in its sole and absolute discretion, exercised in good faith, Purchaser shall transfer the amount of the Purchase Price increase to an account of Seller or, if such increase is being funded on the same day as the future advance is being made to the related Borrower, directly to the Borrower, the Servicer or any title company, settlement agent or other Person, as agreed to by Purchaser and Seller.

Future Advances. (i) From time to time during prior to the Availability PeriodRepurchase Date for any applicable Future Advance Purchased Asset, the applicable Seller may request that Purchaser transfer cash (in the Applicable Currency of the related Purchased Asset) to such Seller (resulting in a corresponding increase in the outstanding Purchase Price of such Purchased Asset) in connection with the making of a future advance to the Borrower Future Advance under a such Future Advance Purchased Asset, which amount shall be transferred by Purchaser to such Seller may request an increase (or at the direction of such Seller to a Designated Funding Party) subject to the satisfaction (or waiver by Purchaser in writing) of the conditions listed in clause (ii) below (collectively, the “Future Advance Purchase Price of such Future Advance Purchased Asset; provided that Seller shall not request more than one (1) increase with respect to the same Purchased Asset during any calendar month. Any approval by Purchaser of such increase of the Purchase Price shall be in writing and given or denied at Purchaser’s sole and absolute discretionIncrease Conditions”). (ii) If such approval for a For purposes of this Article 3(h), the Future Advance Purchase Price increase is granted, Purchaser’s funding of such increase Increase Conditions shall be subject deemed to the satisfaction of the following conditionshave been satisfied if: (A) at least ten three (103) Business Days (if requested prior to 11:00 am (New York City Time), otherwise four (4) Business Days) prior to the requested Purchase Price increase date, the applicable Seller shall have requested such increase in writing writing, which may be in the form of a draft amended and restated Confirmation for the applicable Transaction described in subclause (D) below, and delivered to Purchaser (1) copies of all documentation submitted by Borrower in connection with the applicable future advance Future Advance and (2) evidence that all conditions precedent to such future advance Future Advance under the related Purchased Asset Documents have been satisfied or will be satisfied as of the date of the related funding (or, if any conditions will not be satisfied, written request for Purchaser’s waiver of such conditions to the extent such waiver would be a Significant Modification hereunderconditions); (B) the amount of the requested Purchase Price increase (together with the amount of all Purchase Price increases with respect to each other Purchased Asset requested by any Seller to be made on the applicable requested Purchase Price increase date) is at least $250,0001,000,000 (with amounts requested with respect to any Foreign Purchased Asset to be converted to U.S. Dollars for purposes of such calculation based on the Spot Rate with respect to the Applicable Currency of such Foreign Purchased Asset as of the date of determination); (C) Purchaser shall have determined to in its satisfaction commercially reasonable discretion that (1) there is no monetary Default or material non-monetary Default then existing or likely to occur under such Purchased Asset, (2) all conditions precedent to such future advance Future Advance under the related Purchased Asset Documents have been duly satisfied or waived to Purchaser’s reasonable satisfaction and (32) any additional conditions imposed by Purchaser with respect to such future advanceFuture Advance, as specified in the related ConfirmationConfirmation on the Purchase Date (as may be amended by the applicable Seller and Purchaser upon mutual agreement following the Purchase Date), have been duly satisfied or waived by Purchaser in writingsatisfied; (D) delivery by the applicable Seller to Purchaser and Collateral Agent of an amended and restated Confirmation for the applicable Transaction which reflects the increase in the Purchase Price signed by a Responsible Officer of such Seller (subject to the provisos to Article 3(c)(iii)(B) hereof; provided, however, that neither Purchaser nor Collateral Agent shall have any duty to confirm that any such Confirmation has been signed by the requisite number of Responsible Officers of such Seller and shall not be liable to such Seller if it inadvertently acts on a Confirmation that has not been signed by a the requisite number of Responsible Officer of Seller), and delivery by Purchaser to Seller of a countersigned copy Officers of such amended and restated ConfirmationSeller or at all); (E) immediately after giving effect to the requested Purchase Price increase, the outstanding Purchase Price of such Purchased Asset shall not exceed the updated Maximum Purchase Price of such Purchased Asset set forth on the related amended and restated Confirmation; (F) immediately after giving effect to the requested Purchase Price increase, the sum, without duplication, of (x) the aggregate outstanding Purchase Price in Euros (with respect to any Purchased Asset for which the Applicable Currency is not Euros, based on the Purchase Date Spot Rate with respect to the Applicable Currency) of all outstanding Transactions and (y) the requested Purchase Price increase Purchased Assets shall not exceed an amount equal the Maximum Facility Purchase Price; (G) no event shall have occurred which has, or would reasonably be expected to have, a Material Adverse Effect; (H) No monetary Default or material non-monetary Default or Event of Default shall have occurred and be continuing as of the related Purchase Price increase date or will occur as a result of such Purchase Price increase; (IH) no unsatisfied Margin Call Deficit shall exist, either immediately prior to or after giving effect to the requested Purchase Price increase; and; (JI) all representations and warranties Repeating Representations made by any Seller Party in the Transaction Documents (other than those contained in and all Fundamental Purchased Asset Representations made by the applicable Seller pursuant to Article 10(w) with respect to Purchased Assets other than the applicable Future Advance Purchased Asset for which (except as disclosed in a Purchase Price increase is being funded, which shall be considered solely for the purpose of determining the Market Value and eligibility of the Purchased Assets, unless (i) Seller shall have made any such representations and warranties with actual knowledge that they were materially false or materially misleading at the time made or (ii) any such representations and warranties have been determined Requested Exceptions Report approved by Purchaser in its sole and absolute discretion to be materially false or materially misleading on a regular basisaccordance with the terms hereof) shall be true, correct, correct and complete and accurate on and as of the related Purchase Price increase date with the same force and effect as if made on and as of such date (or, if any such Repeating Representation or Fundamental Purchased Asset Representation is expressly stated to have been made as of a specific date, as of such specific date); (KJ) on or prior to the related Purchase Price increase date, Purchaser shall have received a written certification by the related Seller stating that foregoing conditions have been or will be satisfied as of the time required above and all conditions precedent to the funding of such future advance Future Advance under the related Purchased Asset Documents have been satisfiedsatisfied (which may be made via a representation in the amended and restated Confirmation for the applicable Transaction described in subclause (D) above); and (LK) the applicable Seller shall have delivered to Purchaser such other information and documentation (including, without limitation, either an updated title policy or an appropriate date-down endorsement) as Purchaser requestsmay reasonably request. For the avoidance of doubt, (i) the references to Purchaser in its sole this Article 3(h) with respect to US Seller and absolute discretion. any U.S. Purchased Asset shall be limited to US Purchaser only, (ii) the references to Purchaser in this Article 3(h) with respect to UK Seller and any Foreign Purchased Asset (GBP) shall be limited to UK Purchaser only, and (iii) Upon the satisfaction of all conditions set forth references to Purchaser in this Article 3(g)(ii3(h) as determined by Purchaser, in its sole with respect to EUR Seller and absolute discretion, exercised in good faith, any Foreign Purchased Asset (EUR) shall be limited to EUR Purchaser shall transfer the amount of the Purchase Price increase to an account of Seller or, if such increase is being funded on the same day as the future advance is being made to the related Borrower, directly to the Borrower, the Servicer or any title company, settlement agent or other Person, as agreed to by Purchaser and Selleronly.

Future Advances. (i) From time to time during the Availability Period, in In connection with the making of a future advance to the Borrower Future Advance under a Future Advance Purchased Asset, Seller may request an increase of the Purchase Price of such Future Advance Purchased Asset (in the Applicable Currency of such Future Advance Purchased Asset; provided that Seller shall not request more than one (1) ). Purchaser may approve or disapprove an increase in the Purchase Price with respect to the same Purchased Asset during any calendar month. Any approval by Purchaser of such increase of the Purchase Price shall be Future Advance that is not an Approved Future Advance in writing and given or denied at Purchaser’s sole and absolute discretion. (ii) If such approval for With respect to any Approved Future Advance and any other Future Advance with respect to which Purchaser shall have approved a Purchase Price increase is grantedin accordance with clause (i) above, Purchaser’s funding of such increase shall be subject to the satisfaction of the following conditions: (A) at least ten five (105) Business Days prior to the requested Purchase Price increase date, the applicable Seller shall have requested such increase in writing and delivered to Purchaser (1) copies of all documentation submitted by Borrower in connection with the applicable future advance and (2) evidence that all conditions precedent to such future advance under the related Purchased Asset Documents have been satisfied or will be satisfied as of the date of the related funding (or, if any conditions will not be satisfied, written request for Purchaser’s waiver of such conditions to the extent such waiver would be a Significant Modification hereunderconditions); (B) the amount of the requested Purchase Price increase is at least $250,000250,000 (or, with respect to any Foreign Purchased Asset, the then-current equivalent of such amount based on the Spot Rate with respect to the Applicable Currency of such Foreign Purchased Asset as of the date of determination); (C) Purchaser shall have determined to its reasonable satisfaction that (1) there is no monetary Default or material non-monetary Default default then existing or likely to occur under such Purchased Asset, (2) all conditions precedent to such future advance Future Advance under the related Purchased Asset Documents have been duly satisfied (or waived to by Seller with the written approval of Purchaser’s reasonable satisfaction ) and (3) any additional conditions imposed by Purchaser with respect to such future advanceFuture Advance, as specified in the related ConfirmationConfirmation on the Purchase Date with respect to Approved Future Advances or on the date of approval thereof with respect to any Future Advance approved by Purchaser after the Purchase Date in accordance with the terms hereof, have been duly satisfied or waived by Purchaser in writingsatisfied; (D) delivery by the applicable Seller to Purchaser of an amended and restated Confirmation for the applicable Transaction which reflects the increase in the Purchase Price signed by a Responsible Officer of Seller (such Seller; provided, however, that Purchaser shall not be liable to Seller if it inadvertently acts on a Confirmation that has not been signed by a Responsible Officer of such Seller), and delivery by Purchaser to Seller of a countersigned copy of such amended and restated Confirmation; (E) immediately after giving effect to the requested Purchase Price increase, the aggregate outstanding Purchase Price of such the related Purchased Asset shall not exceed (x) the updated Maximum Purchase Price of such Purchased Asset set forth on and (y) in the case of a Sidecar Asset, the amount of the related amended and restated ConfirmationSidecar Facility with respect to such Sidecar Asset; (F) immediately after giving effect to the requested Purchase Price increase, the sum, without duplication, of (xw) the aggregate outstanding Purchase Price in U.S. Dollars (with respect to any Foreign Purchased Asset, based on the Purchase Date Spot Rate with respect to the Applicable Currency) for all outstanding Transactions and (yincluding, for the avoidance of doubt, in respect of Sidecar Assets) the requested Purchase Price increase shall not exceed an amount equal to the Maximum Facility Purchase Price, (x) the aggregate outstanding Purchase Price in U.S. Dollars (with respect to any Foreign Purchased Asset, based on the Purchase Date Spot Rate with respect to the Applicable Currency) for all outstanding Transactions with respect to Fixed Rate Assets (including, for the avoidance of doubt, in respect of Sidecar Assets that are Fixed Rate Assets) shall not exceed an amount equal to the Maximum Fixed Rate Asset Purchase Price, (y) the aggregate outstanding Purchase Price in U.S. Dollars (with respect to any Foreign Purchased Asset, based on the Purchase Date Spot Rate with respect to the Applicable Currency) for all outstanding Transactions with respect to Floating Rate Assets (including, for the avoidance of doubt, in respect of Sidecar Assets that are Floating Rate Assets) shall not exceed an amount equal to the Maximum Floating Rate Asset Purchase Price and (z) in the case of a Sidecar Asset, the aggregate outstanding Purchase Price in U.S. Dollars (with respect to any Foreign Purchased Asset, based on the Purchase Date Spot Rate with respect to the Applicable Currency) of all Sidecar Assets shall not exceed the Maximum Sidecar Facility Purchase Price; (G) no event shall have occurred which has, or would reasonably be expected to have, a Material Adverse Effect; (H) No monetary Default or material non-monetary Default or Event of Default shall have occurred and be continuing as of the related Purchase Price increase date or will occur as a result of such Purchase Price increase; (IH) no unsatisfied Margin Call Deficit Event shall exist, exist immediately prior to or after giving effect to the requested Purchase Price increase; and; (JI) all representations and warranties made by any Seller Party in the Transaction Documents (other than those contained in Article 10(w) with respect to Purchased Assets other than the applicable Future Advance Purchased Asset for which a Purchase Price increase is being funded, which shall be considered solely for the purpose of determining the Market Value and eligibility of the Purchased Assets, unless (i) Seller shall have made any such representations and warranties with actual knowledge that they were materially false or materially misleading at the time made or (ii) any such representations and warranties have been determined by Purchaser in its sole and absolute discretion to be materially false or materially misleading on a regular basis) shall be true, correct, complete and accurate on and as of the related Purchase Price increase date with the same force and effect as if made on and as of such date;; and (KJ) on or prior to the related Purchase Price increase date, Purchaser shall have received a written certification by Seller stating that foregoing conditions have been or will be satisfied as of the time required above and all conditions precedent to the funding of such future advance Future Advance under the related Purchased Asset Documents have been satisfiedsatisfied (which may be made via a representation in the amended and restated Confirmation for the applicable Transaction described in subclause (D) above); and (LK) Seller shall have delivered to Purchaser such other information and documentation (including, without limitation, either an updated title policy or an appropriate date-down endorsement) as Purchaser requests, in its sole and absolute discretionmay reasonably request. (iii) Upon the satisfaction of all conditions set forth in Article 3(g)(ii) as determined by Purchaser, in its sole and absolute discretion, exercised in good faith, Purchaser shall transfer the amount of the Purchase Price increase to an account of Seller or, if such increase is being funded on the same day as the future advance is being made to the related Borrower, directly to the Borrower, the Servicer or any title company, settlement agent or other Person, as agreed to by Purchaser and Seller.

Future Advances. (i) From time to time during the Availability Period, in In connection with the making of a future advance to the Borrower Mortgagor under a Future Advance Purchased Asset, Seller may request an increase of the Purchase Price of such Future Advance Purchased Asset; provided that (A) each such increase request shall be for an amount of not less than $500,000 and (B) Seller shall not request more than one (1) increase with respect to the same Purchased Asset during any calendar monththirty (30) day period. Any approval by Purchaser of such increase of the Purchase Price shall be in writing and given or denied at Purchaser’s sole and absolute discretion. (ii) If such approval for a Purchase Price increase is granted, Purchaser’s funding of such increase shall be subject to the satisfaction of the following conditions: (A) at least ten (10) Business Days prior to the requested Purchase Price increase date, Seller shall have requested such increase in writing and delivered to Purchaser Purchaser: (1) copies of all documentation submitted by Borrower Mortgagor in connection with the applicable future advance and advance; (2) evidence a written certification stating that all conditions precedent to such future advance under the related Purchased Asset Documents (a) have been satisfied with evidence of satisfaction having been provided to Purchaser or will be satisfied as of the date of the related funding (or, if any conditions will not be satisfied, written request for Purchaser’s waiver of such conditions to the extent such waiver would be a Significant Modification hereunder); (Bb) the amount of the requested Purchase Price increase is at least $250,000; (C) Purchaser shall have determined to its satisfaction that (1) there is no monetary Default or material non-monetary Default then existing or likely to occur under such Purchased Asset, (2) all conditions precedent to such future advance under the related Purchased Asset Documents have been duly satisfied or waived specifically identified to Purchaser’s reasonable satisfaction Purchaser in writing and (3) any additional conditions imposed by Purchaser with respect to such future advance, as specified in the related Confirmation, have been duly satisfied or waived by Purchaser in writing; (D) delivery by Seller to Purchaser of an amended and restated Confirmation for the applicable Transaction which reflects the increase in the Purchase Price signed by a Responsible Officer of Seller (provided, however, that Purchaser shall not be liable to Seller if it inadvertently acts on a Confirmation that has not been signed by a Responsible Officer of Seller), and delivery by Purchaser to Seller of a countersigned copy of such amended and restated Confirmation; (E) immediately after giving effect to the requested Purchase Price increase, the outstanding Purchase Price of such Purchased Asset shall not exceed the updated Maximum Purchase Price of such Purchased Asset set forth on the related amended and restated Confirmation; (F) immediately after giving effect to the requested Purchase Price increase, the sum, without duplication, of (x) the aggregate Purchase Price for all outstanding Transactions and (y) the requested Purchase Price increase shall not exceed an amount equal the Maximum Facility Purchase Price; (G) no event shall have occurred which has, or would reasonably be expected to have, a Material Adverse Effect; (H) No monetary Default or material non-monetary Default or Event of Default shall have occurred and be continuing as of the related Purchase Price increase date or will occur as a result of such Purchase Price increase; (I) no unsatisfied Margin Call shall exist, after giving effect to the requested Purchase Price increase; and (J3) all representations and warranties made by any Seller Party in the Transaction Documents (other than those contained in Article 10(w) with respect to Purchased Assets other than the applicable Future Advance Purchased Asset for which a Purchase Price increase is being funded, which shall be considered solely for the purpose of determining the Market Value and eligibility of the Purchased Assets, unless (i) Seller shall have made any such representations and warranties with actual knowledge that they were materially false or materially misleading at the time made or (ii) any such representations and warranties have been determined by Purchaser in its sole and absolute discretion to be materially false or materially misleading on a regular basis) shall be true, correct, complete and accurate on and as of the related Purchase Price increase date with the same force and effect as if made on and as of such date; (K) Purchaser shall have received a written certification by Seller stating that foregoing conditions have been or will be satisfied as of the time required above and all conditions precedent to the funding of such future advance under the related Purchased Asset Documents have been satisfied; and (L) Seller shall have delivered to Purchaser such other information and documentation (including, without limitation, either an updated title policy or an appropriate date-down endorsement) as Purchaser requests, in its sole discretion; (B) delivery by Seller to Purchaser of an amended and absolute discretionrestated Confirmation for the applicable Transaction which reflects the increase in the Purchase Price signed by a Responsible Officer of Seller, and delivery by Purchaser to Seller of a countersigned copy of such amended and restated Confirmation; (C) the Purchase Price Percentage after giving effect to such increase and the corresponding increase in the outstanding principal balance of the Purchased Asset shall not exceed the Purchase Price Percentage set forth in the related Confirmation for such Purchased Asset. (D) the sum, without duplication, of (x) the aggregate unpaid Repurchase Price for all outstanding Transactions (excluding accrued and unpaid Purchase Price Differential for the then current Pricing Rate Period) and (y) the requested Purchase Price increase shall not exceed an amount equal the Maximum Facility Purchase Price; (E) no event shall have occurred which has, or would reasonably be expected to have, a Material Adverse Effect; (F) no Default or Event of Default shall have occurred and be continuing as of the related Purchase Price increase date; (G) no Margin Deficit Event shall exist, either immediately prior to or after giving effect to the requested Purchase Price increase; and (H) all representations and warranties made by any Seller Party in the Transaction Documents shall be true, correct and complete on and as of the related Purchase Price increase date in all respects with the same force and effect as if made on and as of such date. (iii) Upon the satisfaction of all conditions set forth in Article 3(g)(ii3(h)(ii) as determined by Purchaser, in its sole and absolute discretion, exercised in good faith, Purchaser shall transfer the amount of the Purchase Price increase to an account of Seller or, if such increase is being funded on the same day as the future advance is being made to the related BorrowerMortgagor, directly to the BorrowerMortgagor, the Servicer or any title company, settlement agent or other Person, as agreed to by Purchaser and Seller. Seller acknowledges and agrees that, with respect to any Future Advance Purchased Asset and whether or not Purchaser advances any additional Purchase Price hereunder, Seller shall advance, as and when required under the related Purchased Asset Documents, any and all future advance obligations and commitments thereunder.