Common use of Future Funding Advance Draws Clause in Contracts

Future Funding Advance Draws. In the event that (i) Seller is contractually obligated to make a future funding advance of loan proceeds to the Mortgagor under a Purchased Asset pursuant to the related Purchased Asset Documents and (ii) Buyer has agreed in its sole discretion to make an additional advance with respect to the Purchase Price of such Purchased Asset (which agreement of Buyer may be made prior to the initial Purchase Date for such Purchased Asset and set forth in the Confirmation therefor), then in connection with making such future funding advance to such Mortgagor, Seller may submit to Buyer a written request (a “Future Funding Advance Draw Request”) requesting that Buyer transfer to Seller cash in an amount that is not less than $250,000 (or, up to two times for each Purchased Asset, $100,000) (with respect to one or more future funding advances to the applicable Mortgagor) but does not exceed the Margin Excess for such Purchased Asset, and Buyer shall (x) transfer to Seller the amount of cash so requested (such transfer, a “Future Funding Advance Draw”) (which shall increase the Purchase Price for such Purchased Asset) and (y) deliver to Seller a revised Confirmation reflecting the corresponding increase in the Purchase Price of such Purchased Asset and the increased principal amount outstanding under the Purchased Asset and accordingly, the increase in Market Value and such other consequential revisions as may be appropriate, in each case, by no later than 2:00 p.m. (New York City time) on the second (2nd) Business Day following the Business Day on which Buyer determines in its sole discretion that the conditions precedent set forth below are satisfied (or, in Buyer’s sole discretion, waived): (A) no Default or Event of Default shall have occurred and be continuing both as of the date of such request and as of the date of the Future Funding Advance Draw; (B) the Future Funding Advance Draw shall not cause the sum of the (A) the aggregate Purchase Price for all Purchased Assets, plus (B) the requested Purchase Price for any pending Transaction, plus (C) the aggregate amount of any potential Future Funding Advance Draws with respect to all Purchased Assets, plus (D) the amount of any Margin Excess (after giving effect to such Future Funding Advance Draw), in the aggregate, to exceed the Facility Amount; (C) the Effective Purchase Price Percentage after giving effect to such Future Funding Advance Draw 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) there is no Margin Deficit immediately prior to and immediately after the Future Funding Advance Draw; (E) if the Confirmation of the Transaction relating to the applicable Purchased Asset specifies additional future advance conditions precedent (including, without limitation, debt yield, debt service coverage ratio and loan-to-value ratio tests as determined by Buyer and Seller), such additional conditions precedent shall be satisfied immediately upon the Future Funding Advance Draw; (F) Seller shall have delivered evidence reasonably satisfactory to Buyer that all conditions precedent to the future funding advance under the related Purchased Asset Documents shall have been satisfied in all material respects; (G) No event shall have occurred which is reasonably be expected to have a Material Adverse Effect. (H) The representations and warranties made by Seller in Article 9 shall be true and correct in all material respects on and as of the date of such Future Funding Advance Draw 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); and (I) Buyer shall have received all such other and further documents and documentation as Buyer in its reasonable discretion shall require in connection with such Future Funding Advance Draw, provided that such documents or documentation are in Seller’s possession or reasonably obtainable to Seller. The failure or delay of Seller, on any one or more occasions, to exercise its rights under this Article 3(e)(iii) shall not change or alter the terms and conditions of this Agreement or limit or waive the right of Seller to request a Future Funding Advance Draw Request at a later date.

Future Funding Advance Draws. In the event that (i) Seller is contractually obligated agrees to make a future funding advance of loan proceeds to the Mortgagor borrower under a Purchased Asset pursuant to the related Purchased Asset Documents and (ii) Buyer has agreed in its sole discretion to make an additional advance with respect to the Purchase Price of such Purchased Asset (which agreement of Buyer may be made prior to the initial Purchase Date for such Purchased Asset and set forth as reflected in the Confirmation therefor)Confirmation, then in connection with making such future funding advance to such Mortgagor, Seller may submit to Buyer a written request (a “Future Funding Advance Draw Request”) requesting that Buyer transfer to Seller cash in an amount that is not less than $250,000 (or, up to two times for each Purchased Asset, $100,000) (with respect to one or more future funding advances to the applicable Mortgagor, in the aggregate) but does not exceed the Margin Excess for such Purchased AssetAsset (calculated on a pro forma basis taking into account the then effective Market Value), and Buyer shall (x) transfer to Seller the amount of cash so requested (such transfer, a “Future Funding Advance Draw”) (which shall increase the Purchase Price for such Purchased Asset) and (y) deliver to Seller a revised Confirmation reflecting the corresponding increase in the Purchase Price of such Purchased Asset and the increased principal amount outstanding under the Purchased Asset and accordingly, the increase in Market Value and such other consequential revisions as may be appropriate, in each case, by no later than 2:00 5:00 p.m. (New York City time) on the second (2nd) Business Day following the Business Day on which Buyer determines in its sole discretion discretion, exercised in good faith, that the conditions precedent set forth below are satisfied or will be satisfied contemporaneously with such Future Funding Advance Draw (or, in BuyerXxxxx’s sole discretion, waived): (A) no monetary or material non-monetary Default or and no Event of Default shall have occurred and be continuing both as of the date of such request and as of the date of the Future Funding Advance Draw; (B) the Future Funding Advance Draw shall not cause the sum of the (A1) the aggregate Purchase Price for all Purchased Assets, plus (B2) the requested Purchase Price for any pending Transaction, plus (C3) the aggregate amount of any potential Future Funding Advance Draws with respect to all Purchased AssetsAssets (including the then requested Future Funding Advance Draw), plus (D4) the amount of any Margin Excess (after giving effect to such Future Funding Advance Draw), in the aggregate, to exceed the Facility Amount; provided, however, that notwithstanding the foregoing, to the extent that Seller delivers to Buyer a written waiver indicating that it will not seek to make one or more Future Funding Advance Draws or Margin Excess draws hereunder with respect to any Purchased Assets, then the Future Funding Advance Draws and Margin Excess identified in any such waiver or waivers shall not be included for purposes of clauses (3) and (4) of this paragraph; (C) the Effective Purchase Price Percentage after giving effect to such Future Funding Advance Draw 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) there is no unsatisfied Margin Deficit immediately prior to and for which a Margin Call Notice has been delivered, immediately after the Future Funding Advance Draw; (E) if the Confirmation of the Transaction relating to the applicable Purchased Asset specifies additional future advance conditions precedent (including, without limitation, debt yield, debt service coverage ratio and loan-to-to- value ratio tests as determined by Buyer Xxxxx and Seller), such additional conditions precedent shall be satisfied immediately upon the Future Funding Advance Draw; (F) Seller shall have delivered evidence reasonably satisfactory to Buyer that all conditions precedent to the future funding advance under the related Purchased Asset Documents shall have been satisfied in all material respectsrespects (unless such conditions precedent shall have been waived by Seller which waiver has been consented to by Xxxxx); (G) No event shall have occurred which is has, or could reasonably be expected to have have, a Material Adverse Effect. (H) The representations and warranties made by Seller in Article 9 (other than those contained in Article 9(s) relating to Purchased Assets subject to other Transactions) shall be true and correct in all material respects on and as of the date of such Future Funding Advance Draw 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); and (I) Buyer shall have received all such other and further documents and documentation as Buyer in its reasonable discretion shall require in connection with such Future Funding Advance Draw, provided that such documents or documentation are in Seller’s possession or reasonably obtainable to Seller. The failure or delay of Seller, on any one or more occasions, to exercise its rights under this Article 3(e)(iii) shall not change or alter the terms and conditions of this Agreement or limit or waive the right of Seller to request a Future Funding Advance Draw Request at a later date.

Future Funding Advance Draws. In the event that (i) a Seller Counterparty is contractually obligated to make a future funding advance of loan proceeds to the Mortgagor or Mezzanine Borrower, as applicable, under a Purchased Asset or Contributed Swingline Loan pursuant to the related Purchased Asset Documents or Contributed Swingline Loan Documents, respectively, and (ii) Buyer Purchaser has agreed in its sole discretion to make an additional advance with respect to the Purchase Price or Swingline Advance Amount of such Purchased Asset or Contributed Swingline Loan (which agreement of Buyer Purchaser may be made prior to the initial Purchase Date for such Purchased Asset or Contributed Swingline Loan and set forth in the Confirmation therefor), then in connection with making such future funding advance to such MortgagorMortgagor or Mezzanine Borrower, each Seller Counterparty may submit to Buyer Purchaser a written request (a “Future Funding Advance Draw Request”) requesting that Buyer Purchaser transfer to Seller Counterparties cash in an amount that is not less than $250,000 (or, up to two times for each Purchased Asset, $100,000) (with respect to one or more future funding advances to the applicable MortgagorMortgagor or Mezzanine Borrower, in the aggregate) but does not exceed the Margin Excess for such Purchased AssetAsset or Contributed Swingline Loan, and Buyer Purchaser shall (x) transfer to Seller Counterparties the amount of cash so requested (such transfer, a “Future Funding Advance Draw”) (which shall increase the Purchase Price or Swingline Advance Amount, as applicable, for such Purchased AssetAsset or Contributed Swingline Loan) and (y) deliver to Seller Counterparties a revised Confirmation reflecting the corresponding increase in the Purchase Price or Swingline Advance Amount of such Purchased Asset or Contributed Swingline Loan and the increased principal amount outstanding under the Purchased Asset or Contributed Swingline Loan and accordingly, the increase in Market Value and such other consequential revisions as may be appropriate, in each case, by no later than 2:00 5:00 p.m. (New York City time) on the second (2nd) Business Day following the Business Day on which Buyer Purchaser determines in its sole discretion discretion, exercised in good faith, that the conditions precedent set forth below are satisfied (or, in BuyerPurchaser’s sole discretion, waived): (A) no Default or Event of Default shall have occurred and be continuing both as of the date of such request and as of the date of the Future Funding Advance Draw; (B) the Future Funding Advance Draw shall not cause the sum of the (A) the aggregate Purchase Price for all Purchased AssetsAssets or the aggregate Swingline Advance Amount for all Contributed Swingline Loans, plus (B) the requested Purchase Price or Swingline Advance Amount for any pending Transaction, plus (C) the aggregate amount of any potential each proposed Future Funding Advance Draws Draw with respect to all Purchased AssetsAssets or Contributed Swingline Loans, as applicable, plus (D) the amount of any Margin Excess (after giving effect to such Future Funding Advance DrawMargin Excess Advance), in the aggregate, to exceed the Facility Amount; (C) the Effective Purchase Price Percentage or Swingline Loan Advance Rate, as applicable, after giving effect to such Future Funding Advance Draw and the corresponding increase in the outstanding principal balance of the Purchased Asset or Contributed Swingline Loan shall not exceed the Purchase Price Percentage or Swingline Loan Advance Rate set forth in the related Confirmation for such Purchased AssetAsset or Contributed Swingline Loan; (D) there is no Margin Deficit immediately prior to and immediately after the Future Funding Advance Draw; (E) if the Confirmation of the Transaction relating to the applicable Purchased Asset or Contributed Swingline Loan specifies additional future advance conditions precedent (including, without limitation, debt yield, debt service coverage ratio and loan-to-value ratio tests as determined by Buyer Purchaser and SellerSeller Counterparties), such additional conditions precedent shall be satisfied immediately upon the Future Funding Advance Draw; (F) Seller Counterparties shall have delivered evidence reasonably satisfactory to Buyer Purchaser that all conditions precedent to the future funding advance under the related Purchased Asset Documents shall have been satisfied in all material respects; (G) No event shall have occurred which is has, or could reasonably be expected to have have, a Material Adverse Effect. (H) The representations and warranties made by Seller Counterparties in Article 9 shall be true and correct in all material respects on and as of the date of such Future Funding Advance Draw in all material respects 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); and; (I) Buyer Purchaser shall have received all such other and further documents and documentation as Buyer Purchaser in its reasonable discretion shall require in connection with such Future Funding Advance Draw, provided that such documents or documentation are in Seller’s Seller Counterparties’ possession or reasonably obtainable to SellerSeller Counterparties; and (J) after giving effect to the funding of the Future Funding Advance Draw, the aggregate outstanding Purchase Prices of all Purchased Assets and Swingline Advance Amounts for all Contributed Swingline Loans which are Participation Interests shall not exceed 20% of the Facility Amount. The failure or delay of SellerSeller Counterparties, on any one or more occasions, to exercise its rights under this Article 3(e)(iii) shall not change or alter the terms and conditions of this Agreement or limit or waive the right of Seller Counterparties to request a Future Funding Advance Draw Request at a later date.

Future Funding Advance Draws. In the event that (i) Seller is contractually obligated to make a future funding advance of loan proceeds is contractually required to be made available to the Mortgagor under a Purchased Asset pursuant to the related Purchased Asset Documents and (ii) Buyer has agreed in its sole discretion to make an additional advance with respect to the Purchase Price of such Purchased Asset (which agreement of Buyer may be made prior to the initial Purchase Date for such Purchased Asset and set forth in the Confirmation therefor)Documents, then in connection with making such future funding advance to such Mortgagor, the applicable Seller may submit to Buyer Purchaser a written request (a “Future Funding Advance Draw Request”) Request requesting that Buyer Purchaser transfer to such Seller cash in an amount that is not less than $250,000 (or, up to two times for each Purchased Asset, $100,000) (with respect to one or more future funding advances to the applicable Mortgagor) but does not exceed the Margin Excess for such Purchased Asset, and Buyer Purchaser shall (x) transfer to such Seller the amount of cash so requested (such transfer, a “Future Funding Advance Draw”) (which shall increase the Purchase Price for such Purchased Asset) and (y) deliver to such Seller a revised Confirmation reflecting the corresponding increase in the Purchase Price of such Purchased Asset and the increased principal amount outstanding under the Purchased Asset and accordingly, the increase in Market Value and such other consequential revisions as may be appropriateAsset, in each case, by no later than 2:00 5:00 p.m. (New York City time) on the second (2nd) Business Day following the Business Day on which Buyer Purchaser reasonably determines in its sole discretion that the conditions precedent set forth below are satisfied (or, in BuyerPurchaser’s sole discretion, waived): (A) no Default or Event of Default (in each case, other than with respect to Purchaser) shall have occurred and be continuing both as of the date of such request and as of the date of the Future Funding Advance Draw; (B) there is no Margin Deficit immediately prior to and immediately after the Future Funding Advance Draw; (C) there shall be no violation of the Concentration Limits immediately after the Future Funding Advance Draw; (D) the Future Funding Advance Draw shall not cause the sum of the (A) the aggregate Purchase Price for all Purchased Assets, plus (B) the requested Purchase Price for any pending Transaction, plus (C) the aggregate amount of any potential each proposed Future Funding Advance Draws Draw with respect to all Purchased Assets, plus (D) the amount of any Margin Excess (after giving effect to such Future Funding Advance Draw), in the aggregate, to exceed the Maximum Facility Amount; (C) the Effective Purchase Price Percentage after giving effect to such Future Funding Advance Draw 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) there is no Margin Deficit immediately prior to and immediately after the Future Funding Advance Draw; (E) if the Confirmation of the Transaction relating to the applicable Purchased Asset specifies additional future advance conditions precedent (includinge.g., without limitation, debt yield, debt service coverage ratio and loan-to-value ratio tests as determined by Buyer and Sellermaintenance or improvement of Debt Yield), such additional conditions precedent shall be satisfied immediately upon after the Future Funding Advance Draw; (F) the As-Is LTV of the Purchased Asset immediately after the Future Funding Advance Draw shall not exceed the Maximum As-Is LTV of the Purchased Asset; and (G) Seller shall have delivered evidence reasonably satisfactory to Buyer demonstrated that all conditions precedent to the future funding advance under the related Purchased Asset Documents shall have been satisfied in all material respects; (G) No event shall have occurred which is reasonably be expected to have a Material Adverse Effect. (H) The representations and warranties made by Seller in Article 9 shall be true and correct in all material respects on and as of the date of such Future Funding Advance Draw 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); and (I) Buyer shall have received all such other and further documents and documentation as Buyer in its reasonable discretion shall require in connection with such Future Funding Advance Draw, provided that such documents or documentation are in Seller’s possession or reasonably obtainable to Seller. The failure or delay of by any Seller, on any one or more occasions, to exercise its rights under this Article 3(e)(iii3(e)(iv) shall not change or alter the terms and conditions of this Agreement or limit or waive the right of any Seller to request a Future Funding Advance Draw Request do so at a later datedate or in any way create additional rights for any party hereto.

Future Funding Advance Draws. In the event that (i) Seller is contractually obligated to make a future funding advance Future Funding of loan proceeds to the Mortgagor under a Purchased Asset pursuant to the related Purchased Asset Documents and (ii) Buyer has agreed agreed, in its sole discretion as of the Purchase Date for such Purchased Asset or at any time thereafter, to make an additional advance with respect to the Purchase Price of such Purchased Asset (which agreement of Buyer may be made prior to the initial Purchase Date for such Purchased Asset and set forth Asset, as reflected in the Confirmation therefor)Confirmation, then in connection with making such future funding advance to such Mortgagor, Seller may submit to Buyer a written request (a “Future Funding Advance Draw Request”) requesting that Buyer transfer to Seller cash in an amount that is not less than $250,000 (or, up to two times for each Purchased Asset, $100,000) (with respect to one or more future funding advances to the applicable Mortgagor) but does not exceed , in the Margin Excess for such Purchased Assetaggregate), and Buyer shall (x) transfer to Seller the amount of cash so requested (such transfer, a “Future Funding Advance Draw”) (which shall increase the Purchase Price for such Purchased Asset) and (y) deliver to Seller a revised Confirmation reflecting the corresponding increase in the Purchase Price of such Purchased Asset and the increased principal amount outstanding under the Purchased Asset and accordingly, the increase in Market Value and such other consequential revisions as may be appropriatereasonably necessary to reflect the provisions of this Agreement applicable as of such date, in each case, by no later than 2:00 p.m. (New York City time) on the second (2nd) Business Day following the Business Day on which Buyer determines in its sole reasonable discretion that the conditions precedent set forth below are satisfied or will be satisfied contemporaneously with such Future Funding Advance Draw (or, in BuyerXxxxx’s sole discretion, waived): (A) no Default or Event of Default shall have occurred and be continuing both as of the date of such request and as of the date of the Future Funding Advance Draw; (B) the Future Funding Advance Draw shall not cause the sum of the (A) the aggregate Purchase Price for all Purchased Assets, plus (B) the requested Purchase Price for any pending Transaction, plus (C) the aggregate amount of any potential Future Funding Advance Draws with respect to all Purchased Assets, plus (D) the amount of any Margin Excess (after giving effect to such Future Funding Advance Draw), in the aggregate, to exceed the Facility Amount; (C) the Effective Purchase Price Percentage after giving effect to such Future Funding Advance Draw 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) there is no Purchase Price Margin Deficit immediately prior to and immediately after the Future Funding Advance Draw; (E) if the Confirmation of the Transaction relating to the applicable Purchased Asset as of the related Purchase Date specifies additional future advance conditions precedent (including, without limitation, debt yield, debt service coverage ratio and loan-to-value ratio tests as determined by Buyer Xxxxx and Seller), such additional conditions precedent shall be satisfied immediately upon as of the date of the Future Funding Advance Draw; (F) Seller shall have delivered evidence reasonably satisfactory to Buyer that all conditions precedent to the future funding advance under the related Purchased Asset Documents shall have been satisfied in all material respects; (G) No event shall have occurred which is reasonably be expected other than representations and warranties set forth in Exhibit G with respect to have a Material Adverse Effect. (H) The Purchased Assets not subject to the Future Funding Advance Draw, the representations and warranties made by Seller in Article 9 shall be true and correct in all material respects on and as of the date of such Future Funding Advance Draw 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, and as modified by any Requested Exceptions Report); and (IH) Buyer shall have received all such other and further documents and documentation as Buyer in its reasonable discretion shall require in connection with such Future Funding Advance Draw, provided that such documents or documentation are in Seller’s possession or reasonably obtainable to Seller at de minimis cost or expense to Seller. The failure or delay of Seller, on any one or more occasions, to exercise its rights under this Article 3(e)(iii3(e)(i) shall not change or alter the terms and conditions of this Agreement or limit or waive the right of Seller to request a Future Funding Advance Draw Request at a later date.

Future Funding Advance Draws. In the event that (i) Seller is contractually obligated to make a future funding advance of loan proceeds to the Mortgagor under a Purchased Asset pursuant to the related Purchased Asset Documents and (ii) Buyer has agreed in its sole discretion to make an additional advance with respect to the Purchase Price of such Purchased Asset (which agreement of Buyer approval may be made given prior to the initial related Purchase Date for such Purchased Asset and set forth in the Confirmation thereforDate), then in connection with making such future funding advance to such Mortgagor, Seller may submit to Buyer a written request (a “Future Funding Advance Draw Request”) requesting that Buyer transfer to Seller cash in an amount that is not less than $250,000 (or, up to two times for each Purchased Asset, $100,000) (with respect to one or more future funding advances to the applicable Mortgagor, in the aggregate) but does not exceed the Margin Excess for such Purchased AssetAsset (calculated on a pro forma basis taking into account the then effective Market Value), and Buyer shall (x) transfer to Seller the amount of cash so requested (such transfer, a “Future Funding Advance Draw”) (which shall increase the Purchase Price for such Purchased Asset) and (y) deliver to Seller a revised executed Confirmation reflecting the corresponding increase in the Purchase Price of such Purchased Asset and the increased principal amount outstanding under the Purchased Asset and accordingly, the increase in Market Value and such other consequential revisions as may be appropriate, in each case, by no later than 2:00 5:00 p.m. (New York City time) on the second (2nd) Business Day following the Business Day on which Buyer determines in its sole commercially reasonable discretion that the conditions precedent set forth below are satisfied or will be satisfied contemporaneously with such Future Funding Advance Draw (or, in Buyer’s sole discretion, waived): (A) no Default or Event of Default shall have occurred and be continuing both as of the date of such request and as of the date of the Future Funding Advance Draw; (B) the Future Funding Advance Draw shall not cause the sum of the (A) the aggregate Purchase Price for all Purchased Assets, plus (B) the requested Purchase Price for any pending Transaction, plus (C) the aggregate amount of any potential Future Funding Advance Draws with respect to all Purchased Assets, plus (D) the amount of any Margin Excess (after giving effect to such Future Funding Advance Draw), in the aggregate, to exceed the Facility Amount; (C) the Effective Purchase Price Percentage after giving effect to such Future Funding Advance Draw 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) there is no Margin Deficit in excess of the Margin Threshold immediately prior to the Future Funding Advance Draw and no Margin Deficit immediately after the Future Funding Advance Draw; (E) if the Confirmation of the Transaction relating to the applicable Purchased Asset specifies additional future advance conditions precedent (including, without limitation, debt yield, debt service coverage ratio and loan-to-value ratio tests as determined by Buyer and Seller), such additional conditions precedent shall be satisfied immediately upon the Future Funding Advance Draw; (F) Seller shall have delivered evidence reasonably satisfactory to Buyer that all conditions precedent to the future funding advance under the related Purchased Asset Documents shall have been satisfied in all material respects; (G) No event shall have occurred which is reasonably be expected to have a Material Adverse Effect.[Intentionally Omitted]; (H) The representations and warranties made by Seller in Article 9 (other than (a) any Xxxx to Market Representation or (b) the representation and warranty in Article 9(s) with respect to any Purchased Asset as to which Seller has provided notice to Buyer of a breach of any such representation and warranty and Buyer has (i) not demanded a repurchase of such Purchased Asset pursuant to the last paragraph of Article 3(d) or (ii) demanded a repurchase of such Purchased Asset which repurchase is in process pursuant to the last paragraph of Article 3(d)) shall be true and correct in all material respects on and as of the date of such Future Funding Advance Draw 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); and (I) Buyer shall have received all such other and further documents and documentation as Buyer in its reasonable discretion shall require in connection with such Future Funding Advance Draw, provided that such documents or documentation are in Seller’s possession or reasonably obtainable to Seller. The failure or delay of Seller, on any one or more occasions, to exercise its rights under this Article 3(e)(iii) shall not change or alter the terms and conditions of this Agreement or limit or waive the right of Seller to request a Future Funding Advance Draw Request at a later date.

Future Funding Advance Draws. In the event that (i) Seller is contractually obligated to make a future funding advance of loan proceeds to the Mortgagor or Mezzanine Borrower, as applicable, under a Purchased Asset pursuant to the related Purchased Asset Documents and (ii) Buyer Purchaser has agreed in its sole discretion to make an additional advance with respect to the Purchase Price of such Purchased Asset (which agreement of Buyer Purchaser may be made prior to the initial Purchase Date for such Purchased Asset and set forth in the Confirmation therefor), then in connection with making such future funding advance to such MortgagorMortgagor or Mezzanine Borrower, Seller may submit to Buyer Purchaser a written request (a “Future Funding Advance Draw Request”) requesting that Buyer Purchaser transfer to Seller cash in an amount that is not less than $250,000 (or, up to two times for each Purchased Asset, $100,000) (with respect to one or more future funding advances to the applicable MortgagorMortgagor or Mezzanine Borrower, in the aggregate) but does not exceed the Margin Excess for such Purchased Asset, and Buyer Purchaser shall (x) transfer to Seller the amount of cash so requested (such transfer, a “Future Funding Advance Draw”) (which shall increase the Purchase Price for such Purchased Asset) and (y) deliver to Seller a revised Confirmation reflecting the corresponding increase in the Purchase Price of such Purchased Asset and the increased principal amount outstanding under the Purchased Asset and accordingly, the increase in Market Value and such other consequential revisions as may be appropriate, in each case, by no later than 2:00 5:00 p.m. (New York City time) on the second (2nd) Business Day following the Business Day on which Buyer Purchaser determines in its sole discretion discretion, exercised in good faith, that the conditions precedent set forth below are satisfied (or, in BuyerPurchaser’s sole discretion, waived): (A) no Default or Event of Default shall have occurred and be continuing both as of the date of such request and as of the date of the Future Funding Advance Draw; (B) the Future Funding Advance Draw shall not cause the sum of the (A) the aggregate Purchase Price for all Purchased Assets, plus (B) the requested Purchase Price for any pending Transaction, plus (C) the aggregate amount of any potential each proposed Future Funding Advance Draws Draw with respect to all Purchased Assets, plus (D) the amount of any Margin Excess (after giving effect to such Future Funding Advance DrawMargin Excess Advance), in the aggregate, to exceed the Facility Amount; (C) the Effective Purchase Price Percentage after giving effect to such Future Funding Advance Draw 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) there is no Margin Deficit immediately prior to and immediately after the Future Funding Advance Draw; (E) if the Confirmation of the Transaction relating to the applicable Purchased Asset specifies additional future advance conditions precedent (including, without limitation, debt yield, debt service coverage ratio and loan-to-value ratio tests as determined by Buyer Purchaser and Seller), such additional conditions precedent shall be satisfied immediately upon the Future Funding Advance Draw; (F) Seller shall have delivered evidence reasonably satisfactory to Buyer Purchaser that all conditions precedent to the future funding advance under the related Purchased Asset Documents shall have been satisfied in all material respects; (G) No event shall have occurred which is has, or could reasonably be expected to have have, a Material Adverse Effect. (H) The representations and warranties made by Seller in Article 9 shall be true and correct in all material respects on and as of the date of such Future Funding Advance Draw in all material respects 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); and (I) Buyer Purchaser shall have received all such other and further documents and documentation as Buyer Purchaser in its reasonable discretion shall require in connection with such Future Funding Advance Draw, provided that such documents or documentation are in Seller’s possession or reasonably obtainable to Seller. The failure or delay of Seller, on any one or more occasions, to exercise its rights under this Article 3(e)(iii) shall not change or alter the terms and conditions of this Agreement or limit or waive the right of Seller to request a Future Funding Advance Draw Request at a later date.

Future Funding Advance Draws. In the event that (i) Seller is contractually obligated agrees to make a future funding advance of loan proceeds to the Mortgagor borrower under a Purchased Asset pursuant to the related Purchased Asset Documents and (ii) Buyer has agreed in its sole discretion to make an additional advance with respect to the Purchase Price of such Purchased Asset (which agreement of Buyer may be made prior to the initial Purchase Date for such Purchased Asset and set forth as reflected in the Confirmation therefor)Confirmation, then in connection with making such future funding advance to such Mortgagor, Seller may submit to Buyer a written request (a “Future Funding Advance Draw Request”) requesting that Buyer transfer to Seller cash in an amount that is not less than $250,000 (or, up to two times for each Purchased Asset, $100,000) (with respect to one or more future funding advances to the applicable Mortgagor, in the aggregate) but does not exceed the Margin Excess for such Purchased AssetAsset (calculated on a pro forma basis taking into account the then effective Market Value), and Buyer shall (x) transfer to Seller the amount of cash so requested (such transfer, a “Future Funding Advance Draw”) (which shall increase the Purchase Price for such Purchased Asset) and (y) deliver to Seller a revised Confirmation reflecting the corresponding increase in the Purchase Price of such Purchased Asset and the increased principal amount outstanding under the Purchased Asset and accordingly, the increase in Market Value and such other consequential revisions as may be appropriate, in each case, by no later than 2:00 5:00 p.m. (New York City time) on the second (2nd) Business Day following the Business Day on which Buyer determines in its sole discretion discretion, exercised in good faith, that the conditions precedent set forth below are satisfied or will be satisfied contemporaneously with such Future Funding Advance Draw (or, in Buyer’s sole discretion, waived): (A) no monetary or material non-monetary Default or and no Event of Default shall have occurred and be continuing both as of the date of such request and as of the date of the Future Funding Advance Draw; (B) the Future Funding Advance Draw shall not cause the sum of the (A1) the aggregate Purchase Price for all Purchased Assets, plus (B2) the requested Purchase Price for any pending Transaction, plus (C3) the aggregate amount of any potential Future Funding Advance Draws with respect to all Purchased AssetsAssets (including the then requested Future Funding Advance Draw), plus (D4) the amount of any Margin Excess (after giving effect to such Future Funding Advance Draw), in the aggregate, to exceed the Facility Amount; provided, however, that notwithstanding the foregoing, to the extent that Seller delivers to Buyer a written waiver indicating that it will not seek to make one or more Future Funding Advance Draws or Margin Excess draws hereunder with respect to any Purchased Assets, then the Future Funding Advance Draws and Margin Excess identified in any such waiver or waivers shall not be included for purposes of clauses (3) and (4) of this paragraph; (C) the Effective Purchase Price Percentage after giving effect to such Future Funding Advance Draw 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) there is no unsatisfied Margin Deficit immediately prior to and for which a Margin Call Notice has been delivered, immediately after the Future Funding Advance Draw; (E) if the Confirmation of the Transaction relating to the applicable Purchased Asset specifies additional future advance conditions precedent (including, without limitation, debt yield, debt service coverage ratio and loan-to-to- value ratio tests as determined by Buyer and Seller), such additional conditions precedent shall be satisfied immediately upon the Future Funding Advance Draw; (F) Seller shall have delivered evidence reasonably satisfactory to Buyer that all conditions precedent to the future funding advance under the related Purchased Asset Documents shall have been satisfied in all material respectsrespects (unless such conditions precedent shall have been waived by Seller which waiver has been consented to by Buyer); (G) No event shall have occurred which is has, or could reasonably be expected to have have, a Material Adverse Effect. (H) The representations and warranties made by Seller in Article 9 (other than those contained in Article 9(s) relating to Purchased Assets subject to other Transactions) shall be true and correct in all material respects on and as of the date of such Future Funding Advance Draw 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); and (I) Buyer shall have received all such other and further documents and documentation as Buyer in its reasonable discretion shall require in connection with such Future Funding Advance Draw, provided that such documents or documentation are in Seller’s possession or reasonably obtainable to Seller. The failure or delay of Seller, on any one or more occasions, to exercise its rights under this Article 3(e)(iii) shall not change or alter the terms and conditions of this Agreement or limit or waive the right of Seller to request a Future Funding Advance Draw Request at a later date.