Common use of Procedures for Advances Clause in Contracts

Procedures for Advances. (a) Each Advance from a Purchaser hereunder shall be effected by the Seller (or the Servicer on its behalf) delivering to the Administrative Agent (with a copy to the Collateral Custodian and the Backup Servicer) a duly completed Borrowing Notice (along with a Borrowing Base Certificate) no later than 2:00 p.m. (New York City, New York time) at least one Business Day prior to the proposed Funding Date; provided that no more than two Advances shall be made in any one calendar week without the Administrative Agent’s prior consent. Each Borrowing Notice (along with a Borrowing Base Certificate) shall (i) specify the desired amount of such Advance, which amount must be at least equal to $250,000, (ii) specify the date of such Advance, (iii) specify the Assets to be financed on such Funding Date (including the appropriate file number and Outstanding Asset Balance for each Asset, and identifying each Rated Retained Security or Loan by type and whether such Loan is a Senior Loan, Senior B-Note Loan, Subordinated Loan, Acquired Loan, or Participation Loan) and (iv) include a representation that all conditions precedent for an Advance described in Article III hereof have been met. Each Borrowing Notice shall be irrevocable. Each Issuer shall promptly thereafter notify the Administrative Agent whether such Issuer has determined to make the requested Advance on the terms specified by the Seller, and the Issuers shall notify the Administrative Agent of the funding allocation as between them (if other than proportional to their Issuer Purchase Limits). The Administrative Agent shall promptly thereafter notify the Seller whether the Issuers have determined to make the requested purchase and, if so, whether all of the terms specified by the Seller are acceptable to the Issuers. If the Issuers have determined not to make the entire amount of an Advance requested to be made, the Administrative Agent shall promptly send notice of the proposed Advance to all of the Liquidity Banks concurrently specifying the date of such Advance, the aggregate amount of such Advance to be funded by the Liquidity Banks (which amount shall be equal to the portion of the Advance not funded by the Issuers), and each such Liquidity Bank’s portion thereof (determined ratably in accordance with its respective Commitment). (b) On the date of each Advance, the applicable Purchasers shall upon satisfaction of the applicable conditions set forth in Article III, make available to the Seller in same day funds, at such bank or other location reasonably designated by Seller in its Borrowing Notice given pursuant to this Section 2.3, an aggregate amount equal to the least of (i) the amount requested by the Seller for such Advance, (ii) an amount equal to the Availability on such Funding Date or (iii) the Facility Amount. (c) Effective on the date of each Advance pursuant to this Section 2.3, the Seller hereby sells and assigns to the Administrative Agent, for the benefit of the Purchasers making such Advance, all Assets listed on the attachment to the Borrowing Notice delivered in connection with such Advance, and the Related Security and Collections with respect thereto. (d) On each Funding Date, the obligation of each Liquidity Bank to remit its pro rata share of each Advance shall be several from that of each other Liquidity Bank and the failure of any Liquidity Bank to so make such amount available to the Seller shall not relieve any other Liquidity Bank of its obligation hereunder. No Liquidity Bank shall be responsible for the failure of any other Liquidity Bank to make funds available in connection with any Advance.

Procedures for Advances. (a) Each Advance from a Purchaser hereunder shall be effected by the Seller (or the Servicer on its behalf) delivering to the Administrative Agent (with a copy to the Collateral Custodian and the Backup Servicer) a duly completed Borrowing Notice (along with a Borrowing Base Certificate) no later than 2:00 p.m. (New York City, New York time) at least one two Business Day Days prior to the proposed Funding Date; provided that no more than two four Class A Advances shall be made in any one calendar week month without the Administrative Agent’s prior consent. Each Borrowing Notice (along with a Borrowing Base Certificate) shall (i) specify the desired amount of such Advance, Class A Advance (which amount must be at least equal to $250,000), (ii) specify the date of such Advance, (iii) specify the Assets to be financed on such Funding Date (including the appropriate file number and Outstanding Asset Balance for each Asset, and identifying each Rated Retained Security or Loan by type and whether such Loan is a Senior Secured ABL Loan, Senior Secured Loan, B-Note Loan, Subordinated Mezzanine Loan, Acquired Loan, Loan or Participation Loan) and (iv) include a representation that all conditions precedent for an Advance described in Article III hereof have been met. Each Borrowing Notice shall be irrevocable. Each Issuer shall promptly thereafter notify the Administrative Agent whether such Issuer has determined to make the requested Class A Advance on the terms specified by the Seller, and the Issuers shall notify the Administrative Agent of the funding allocation as between them (if other than proportional to their Issuer Purchase Limits). The Administrative Agent shall promptly thereafter notify the Seller whether the Issuers have determined to make the requested purchase and, if so, whether all of the terms specified by the Seller are acceptable to the Issuers. If the Issuers have determined not to make the entire amount of an a Class A Advance requested to be made, the Administrative Agent shall promptly send notice of the proposed Class A Advance to all of the Liquidity Banks concurrently specifying the date of such Class A Advance, the aggregate amount of such Class A Advance to be funded by the Liquidity Banks (which amount shall be equal to the portion of the Class A Advance not funded by the Issuers), and each such Liquidity Bank’s portion thereof (determined ratably in accordance with its respective Class A Commitment). (b) On the date of each Advance, the applicable Purchasers shall upon satisfaction of the applicable conditions set forth in Article III, make available to the Seller in same day funds, at such bank or other location reasonably designated by Seller in its Borrowing Notice given pursuant to this Section 2.3, an aggregate amount equal to to: the least of (i) the amount requested by the Seller for such Class A Advance, (ii) an amount equal to the Class A Availability on such Funding Date or (iii) the Facility Amount. (c) Effective on the date of each Advance pursuant to this Section 2.3, the Seller hereby sells and assigns to the Administrative Agent, for the benefit of the Purchasers making such Advance, all Assets listed on the attachment to the Borrowing Notice delivered in connection with such Advance, and the Related Security and Collections with respect thereto. (d) On each Funding Date, the obligation of each Liquidity Bank to remit its pro rata share of each Class A Advance shall be several from that of each other Liquidity Bank and the failure of any Liquidity Bank to so make such amount available to the Seller shall not relieve any other Liquidity Bank of its obligation hereunder. No Liquidity Bank shall be responsible for the failure of any other Liquidity Bank to make funds available in connection with any Class A Advance. (e) Notwithstanding the foregoing, an Additional Asset may not be included in the Assets being financed unless (x) if all Pool Concentration Criteria were satisfied immediately prior to giving effect to such inclusion, all Pool Concentration Criteria continue to be satisfied after giving effect to the inclusion of such Additional Asset or (y) if any Pool Concentration Criteria was not satisfied immediately prior to giving effect to such inclusion, the degree of non-satisfaction of each Pool Concentration Criteria will be maintained or improved after giving effect to the inclusion of such Additional Asset. (f) Notwithstanding the foregoing, (x) no Construction Loan may become an Additional Asset, if after giving effect thereto, the Outstanding Asset Balance of all Construction Loans that are included in the Collateral (expressed as a percentage of Aggregate Outstanding Asset Balance) would exceed the Outstanding Asset Balance (as of the initial Funding Date) of all Construction Loans included in the Collateral on the initial Funding Date (expressed as a percentage of Aggregate Outstanding Asset Balance as of the initial Funding Date), and (y) no Loan due from the Obligor of an Excess Concentration Loan may become an Additional Asset.

Procedures for Advances. (a) Each Advance from a Purchaser hereunder shall be effected by With respect to each Advance, the Seller Construction Agent (or in the Servicer on its behalfcase of Improved Properties, the Lessee) delivering to shall give the Agent Certificate Holder and the Administrative Agent prior written notice pursuant to a Funding Request substantially in the form of Exhibit B (with a copy to the Collateral Custodian and the Backup Servicer) a duly completed Borrowing Notice (along with a Borrowing Base Certificate) no "Funding Request"), which Funding Request shall be delivered not later than 2:00 p.m. 11:00 a.m. (New York CityChicago time), New York timethree (3) at least one Business Day Days prior to the proposed Acquisition Date or the proposed Funding Date; provided that no more than two Advances shall be made in any one calendar week without the Administrative Agent’s prior consent. Each Borrowing Notice (along with a Borrowing Base Certificate) shall , specifying: (i) specify the desired amount of such Advance, which amount must be at least equal to $250,000proposed Acquisition Date or Funding Date, (ii) specify the date amount of such AdvanceAdvance requested, (iii) specify the Assets to be financed on whether, such Funding Date (including the appropriate file number and Outstanding Asset Balance for each Assetwill also be an Acquisition Date, and identifying each Rated Retained Security or Loan by type and whether such Loan is a Senior Loan, Senior B-Note Loan, Subordinated Loan, Acquired Loan, or Participation Loan) and (iv) include a representation that all conditions precedent for an the requested Interest Period. With respect to any Funding Request related to the acquisition of the Property (or leasehold interest therein), in addition to the foregoing, the Construction Agent shall also specify: (i) the Property to be acquired or leased, (ii) the seller or ground lessor of the Property and the related Land Acquisition Cost, and (iii) the Estimated Improvement Costs. Such Loans and Certificate Holder Amounts made with respect to each Advance described in Article III hereof have been met. Each Borrowing Notice shall be irrevocableBase Rate Loans/Certificate Holder Amounts, and the duration of the initial Interest Period with respect to such Advance shall begin on the proposed Acquisition Date or Funding Date and end on the next succeeding Scheduled Payment Date (the "Initial Interest Period"). Each Issuer Subject to timely delivery of a Funding Request and the other terms and conditions of the Operative Documents, each Participant shall promptly thereafter notify the Administrative Agent whether such Issuer has determined to make its Commitment Percentage of the requested Advance available to the Agent Certificate Holder by 1:00 p.m., (Chicago time), on the terms specified by the Seller, and the Issuers shall notify the Administrative Agent of the funding allocation as between them (if other than proportional to their Issuer Purchase Limits)requested Acquisition Date or Funding Date. The Administrative Agent shall promptly thereafter notify the Seller whether the Issuers have determined to make the requested purchase and, if so, whether all of the terms specified by the Seller are acceptable to the Issuers. If the Issuers have determined not to make the entire amount of an Advance requested to be made, Certificate Holder and the Administrative Agent shall promptly send notice calculate the amounts of the proposed Advance Certificate Holder Amounts and the Loans required to all of fund the Liquidity Banks concurrently specifying the date of such requested Advance, the aggregate amount of such Advance to be funded by the Liquidity Banks . No more than one (which amount 1) Funding Request shall be equal to the portion of the Advance not funded by the Issuers), and each such Liquidity Bank’s portion thereof (determined ratably in accordance with its respective Commitment)made during any calendar month. (b) On Except as the date of each AdvanceParticipants may otherwise agree in writing, Advances shall be made solely to provide the applicable Purchasers shall upon satisfaction of the applicable conditions set forth in Article III, make available to the Seller in same day funds, at such bank or other location reasonably designated by Seller in its Borrowing Notice given pursuant to this Section 2.3, an aggregate amount equal to the least of Lessee (i) the amount requested by the Seller for such Advance, (ii) an amount equal to the Availability on such Funding Date or (iii) the Facility Amount. (c) Effective on the date of each Advance pursuant to this Section 2.3, the Seller hereby sells and assigns to the Administrative Agent, for the benefit of the Purchasers making such Advance, all Assets listed on the attachment to the Borrowing Notice delivered in connection with such Advance, and the Related Security and Collections with respect theretoto Improved Properties) and Construction Agent (with respect to Uncompleted Properties) with funds with which to pay any Land Acquisition Costs or to pay or reimburse itself for Property Improvement Costs or Transaction Expenses, as the case may be. (d) On each Funding Date, the obligation of each Liquidity Bank to remit its pro rata share of each Advance shall be several from that of each other Liquidity Bank and the failure of any Liquidity Bank to so make such amount available to the Seller shall not relieve any other Liquidity Bank of its obligation hereunder. No Liquidity Bank shall be responsible for the failure of any other Liquidity Bank to make funds available in connection with any Advance.

Procedures for Advances. (a) In the case of the making of any Advance, the repayment of any Advance, or any termination, increase or reduction of the Facility Amount and prepayments of Advances, the Borrower shall give the Deal Agent a Borrower Notice. Each Borrower Notice shall specify the amount (subject to Section 2.1 hereof) of Advances to be borrowed or repaid and the Funding Date or repayment date (which, in all cases, shall be a Business Day). (b) Subject to the conditions described in Section 2.1, the Borrower may request an Advance from a Purchaser hereunder shall be effected the Lenders by the Seller (or the Servicer on its behalf) delivering to the Administrative Deal Agent at certain times the information and documents set forth in this Section 2.2. (with a copy to the Collateral Custodian and the Backup Servicerc) a duly completed Borrowing Notice (along with a Borrowing Base Certificate) no No later than 2:00 4:00 p.m. (New York City, New York City time) at least one two (2) Business Day Days prior to the proposed Funding Date; provided , the Borrower shall notify the Deal Agent by delivery to the Deal Agent of a complete and accurate Funding Request, including the proposed Funding Date, a calculation of the Borrowing Base as of the date the Advance is requested and an updated List of Loans including each Loan that no more than two Advances is the subject of the proposed Advance. If a Funding Request is delivered after 10:00 a.m. (New York City time) three (3) Business Days prior to the proposed Funding Date, such Funding Notice shall be made in any one calendar week without deemed to be received prior to 10:00 a.m. (New York City time) on the Administrative Agent’s prior consent. next succeeding Business Day and the proposed Funding Date shall be deemed to the third Business Day following such deemed receipt. (d) Each Borrowing Notice (along with a Borrowing Base Certificate) Funding Request shall (i) specify the desired aggregate amount of such the requested Advance, which shall be in an amount must be at least equal to $250,0001,000,000 or integral multiples of $100,000 in excess thereof. Each Funding Request shall be accompanied by a Borrower Notice prepared by the Servicer, (ii) specify depicting the date outstanding amount of such Advance, (iii) specify the Assets to be financed on such Funding Date (including the appropriate file number Advances under this Agreement and Outstanding Asset Balance for each Asset, and identifying each Rated Retained Security or Loan by type and whether such Loan is a Senior Loan, Senior B-Note Loan, Subordinated Loan, Acquired Loan, or Participation Loan) and (iv) include a representation representing that all conditions precedent for an Advance described in Article III hereof a funding have been met. Each Borrowing Notice shall be irrevocable. Each Issuer shall promptly thereafter notify , including a representation by the Administrative Agent whether such Issuer has determined to make Borrower that the requested Advance does not on the terms specified by Funding Date exceed the Seller, Availability. Any Funding Request shall be irrevocable and the Issuers Borrower shall notify the Administrative Agent of the funding allocation as between them deliver no more than six (if other than proportional to their Issuer Purchase Limits). The Administrative Agent shall promptly thereafter notify the Seller whether the Issuers have determined to make the requested purchase and, if so, whether all of the terms specified by the Seller are acceptable to the Issuers. If the Issuers have determined not to make the entire amount of an Advance requested to be made, the Administrative Agent shall promptly send notice of the proposed Advance to all of the Liquidity Banks concurrently specifying the date of such Advance, the aggregate amount of such Advance to be funded by the Liquidity Banks (which amount shall be equal to the portion of the Advance not funded by the Issuers), and each such Liquidity Bank’s portion thereof (determined ratably in accordance with its respective Commitment). (b6) On the date of each Advance, the applicable Purchasers shall upon satisfaction of the applicable conditions set forth in Article III, make available to the Seller in same day funds, at such bank or other location reasonably designated by Seller in its Borrowing Notice given pursuant to this Section 2.3, an aggregate amount equal to the least of (i) the amount requested by the Seller for such Advance, (ii) an amount equal to the Availability on such Funding Date or (iii) the Facility AmountRequests in any calendar month. (c) Effective on the date of each Advance pursuant to this Section 2.3, the Seller hereby sells and assigns to the Administrative Agent, for the benefit of the Purchasers making such Advance, all Assets listed on the attachment to the Borrowing Notice delivered in connection with such Advance, and the Related Security and Collections with respect thereto. (d) On each Funding Date, the obligation of each Liquidity Bank to remit its pro rata share of each Advance shall be several from that of each other Liquidity Bank and the failure of any Liquidity Bank to so make such amount available to the Seller shall not relieve any other Liquidity Bank of its obligation hereunder. No Liquidity Bank shall be responsible for the failure of any other Liquidity Bank to make funds available in connection with any Advance.

Procedures for Advances. (a) Each Advance from a Purchaser hereunder shall be effected by the Seller (or the Servicer on its behalf) delivering to the Administrative Agent and the Purchaser Agent (with a copy to the Collateral Custodian and the Backup Servicer) a duly completed Borrowing Notice (along with a Borrowing Base Certificate) no later than 2:00 12:00 p.m. (New York City, New York North Carolina time) at least one (1) Business Day prior to the proposed Funding Date; provided that no more than two Advances shall be made in any one calendar week without the Administrative Agent’s prior consent. Each Borrowing Notice (along with a Borrowing Base Certificate) shall (i) specify the desired amount of such Advance, which amount must be at least equal to $250,000, (ii) specify the date of such Advance, (iii) specify the Assets Loans to be financed on such Funding Date (including the appropriate file number and number; Outstanding Asset Loan Balance for each Asset, and identifying each Rated Retained Security or Loan by type and whether such Loan is a Senior Loan, Senior B-Note Loan, Subordinated Loan, Acquired Loan, or Participation Loan) and (iv) include a representation that all conditions precedent for an Advance described in Article ARTICLE III hereof have been met. Each Borrowing Notice shall be irrevocable. Each Issuer shall promptly thereafter notify the Administrative Agent whether such Issuer has determined to make the requested Advance on the terms specified by the Seller, and the Issuers shall notify the Administrative Agent of the funding allocation as between them (if other than proportional to their Issuer Purchase Limits). The Administrative Agent shall promptly thereafter notify the Seller whether the Issuers have determined to make the requested purchase and, if so, whether all of the terms specified by the Seller are acceptable to the Issuers. If the Issuers have determined not to make the entire amount of an Advance requested to be made, the Administrative Agent shall promptly send notice of the proposed Advance to all of the Liquidity Banks concurrently specifying the date of such Advance, the aggregate amount of such Advance to be funded by the Liquidity Banks (which amount shall be equal to the portion of the Advance not funded by the Issuers), and each such Liquidity Bank’s portion thereof (determined ratably in accordance with its respective Commitment). (b) On the date of each Advance, the applicable Purchasers shall Purchaser shall, upon satisfaction of the applicable conditions set forth in Article ARTICLE III, make available to the Seller in same day funds, at such bank or other location reasonably designated by Seller in its Borrowing Notice given pursuant to this Section 2.32.2, an aggregate amount equal to the least lesser of (i) the amount requested by the Seller for such Advance, (ii) an amount equal to the Availability on such Funding Date or (iii) the Facility Amount. (c) Effective on On or prior to the date of each Advance pursuant to this Section 2.3Closing Date, the Seller hereby sells authorizes the Administrative Agent to prepare and assigns file, at the Seller's expense, UCC financing statements (including renewal statements) or amendments thereof or supplements thereto or other instruments as the Administrative Agent may from time to time deem necessary or appropriate in order to perfect and maintain the security interest granted hereunder in accordance with the UCC. The Required Loan Documents will not be physically delivered to the Purchaser or the Administrative Agent, for but instead will be held by the benefit Collateral Custodian on behalf of the Purchasers making such Advance, all Assets listed Administrative Agent on behalf of the attachment to the Borrowing Notice delivered in connection with such Advance, and the Related Security and Collections with respect theretoSecured Parties. (d) On each Funding Date, the obligation of each Liquidity Bank to remit its pro rata share of each Advance shall be several from that of each other Liquidity Bank and the failure of any Liquidity Bank to so make such amount available to the Seller shall not relieve any other Liquidity Bank of its obligation hereunder. No Liquidity Bank shall be responsible for the failure of any other Liquidity Bank to make funds available in connection with any Advance.

Procedures for Advances. (a) Each Advance from a Purchaser hereunder shall be effected by the Seller (or the Servicer on its behalf) delivering to the Administrative Agent and Class B Purchaser (with a copy to the Collateral Custodian and the Backup Servicer) a duly completed Borrowing Notice (along with a Borrowing Base Certificate) no later than 2:00 p.m. 11:00 a.m. (New York City, New York time) at least one two Business Day Days prior to the proposed Funding Date; provided that no more than two four Class A Advances shall be made in any one calendar week month without the Administrative Agent’s prior consent. Each Borrowing Notice (along with a Borrowing Base Certificate) shall (i) specify the desired amount of such Advance, Class A Advance (which amount must be at least equal to $250,000) and Class B Advance, (ii) specify the date of such AdvanceAdvances, (iii) specify the Assets to be financed on such Funding Date (including the appropriate file number and Outstanding Asset Balance for each Asset, and identifying each Rated Retained Security or Loan by type and whether such Loan is a Senior Secured ABL Loan, Senior Secured Loan, B-Note Loan, Subordinated Mezzanine Loan, Acquired Loan, Assigned Loan, or Participation Loan) and (iv) include a representation that all conditions precedent for an Advance described in Article III hereof have been met. Each Borrowing Notice shall be irrevocable. Each Borrowing Notice shall set forth, and each Advance shall be comprised of (i) a proposed Class A Advance and (ii) a proposed Class B Advance, which shall be calculated at the Class B Advance Rate based on the proposed Class A Advance. Each Issuer shall promptly thereafter notify the Administrative Agent whether such Issuer has determined to make the requested Class A Advance on the terms specified by the Seller, and the Issuers shall notify the Administrative Agent of the funding allocation as between them (if other than proportional to their Issuer Purchase Limits). The Administrative Agent shall promptly thereafter notify the Seller whether the Issuers have determined to make the requested purchase and, if so, whether all of the terms specified by the Seller are acceptable to the Issuers. If the Issuers have determined not to make the entire amount of an a Class A Advance requested to be made, the Administrative Agent shall promptly send notice of the proposed Class A Advance to all of the Liquidity Banks concurrently specifying the date of such Class A Advance, the aggregate amount of such Class A Advance to be funded by the Liquidity Banks (which amount shall be equal to the portion of the Class A Advance not funded by the Issuers), and each such Liquidity Bank’s portion thereof (determined ratably in accordance with its respective Class A Commitment). (b) On the date of each Advance, the applicable Purchasers shall upon satisfaction of the applicable conditions set forth in Article III, make available to the Seller in same day funds, at such bank or other location reasonably designated by Seller in its Borrowing Notice given pursuant to this Section 2.3, an aggregate amount equal to: (X) with respect to the Class A VFC, the least of (i) the amount requested by the Seller for such Class A Advance, (ii) an amount equal to the Class A Availability on such Funding Date or Date, and (iii) the Class A Facility Amount, and (Y) with respect to the Class B VFC, the least of (i) the amount requested by the Seller for such Class B Advance, (ii) 5/75 multiplied by Class A Advances Outstanding after giving effect to the proposed Class A Advance, subject to the limitation set forth in the proviso to Section 2.1(b), and (iii) the undrawn portion of the Class B Facility Amount. (c) Effective on the date of each Advance pursuant to this Section 2.3, the Seller hereby sells and assigns to the Administrative Agent, for the benefit of the Purchasers making such Advance, all Assets listed on the attachment to the Borrowing Notice delivered in connection with such Advance, and the Related Security and Collections with respect thereto. (d) On each Funding Date, the obligation of each Liquidity Bank to remit its pro rata share of each Class A Advance shall be several from that of each other Liquidity Bank and the failure of any Liquidity Bank to so make such amount available to the Seller shall not relieve any other Liquidity Bank of its obligation hereunder. No Liquidity Bank shall be responsible for the failure of any other Liquidity Bank to make funds available in connection with any Class A Advance. (e) Notwithstanding the foregoing, an Additional Asset may not be included in the Assets being financed unless (x) if all Pool Concentration Criteria were satisfied immediately prior to giving effect to such inclusion, all Pool Concentration Criteria continue to be satisfied after giving effect to the inclusion of such Additional Asset or (y) if any Pool Concentration Criteria was not satisfied immediately prior to giving effect to such inclusion, the degree of non-satisfaction of each Pool Concentration Criteria will be maintained or improved after giving effect to the inclusion of such Additional Asset. (f) Notwithstanding the foregoing, (x) no Construction Loan may become an Additional Asset, if after giving effect thereto, the Outstanding Asset Balance of all Construction Loans that are included in the Collateral (expressed as a percentage of Aggregate Outstanding Asset Balance) would exceed the Outstanding Asset Balance (as of the initial Funding Date) of all Construction Loans included in the Collateral on the initial Funding Date (expressed as a percentage of Aggregate Outstanding Asset Balance as of the initial Funding Date), and (y) no Loan due from the Obligor of an Excess Concentration Loan may become an Additional Asset.

Procedures for Advances. (a) Each Advance from a Purchaser hereunder With respect to each Advance, the Construction Agent shall be effected by give the Seller (or the Servicer on its behalf) delivering to Agent Lessor and the Administrative Agent prior written notice pursuant to a Funding Request substantially in the form of Exhibit B (with a copy to the Collateral Custodian and the Backup Servicer) a duly completed Borrowing Notice (along with a Borrowing Base Certificate) no "Funding Request"), which Funding Request shall be delivered not later than 2:00 p.m. 10:00 a.m. (New York CityCity time), New York timethree (3) at least one Business Day Days prior to the proposed Acquisition Date or the proposed Funding Date; provided that no more than two Advances shall be made in any one calendar week without the Administrative Agent’s prior consent. Each Borrowing Notice (along with a Borrowing Base Certificate) shall , specifying: (i) specify the desired amount of such Advance, which amount must be at least equal to $250,000proposed Acquisition Date or Funding Date, (ii) specify the date amount of Advance requested,(iii) whether such Advance, (iii) specify the Assets to be financed on such proposed Funding Date (including the appropriate file number and Outstanding Asset Balance for each Assetwill also be an Acquisition Date, and identifying each Rated Retained Security or Loan by type and whether such Loan is a Senior Loan, Senior B-Note Loan, Subordinated Loan, Acquired Loan, or Participation Loan) and (iv) include a representation that all conditions precedent for an the Properties to which such Advance described in Article III hereof have been met. Each Borrowing Notice shall be irrevocable. Each Issuer shall promptly thereafter notify the Administrative Agent whether such Issuer has determined to make the requested Advance on the terms specified by the Seller, is being allocated and the Issuers shall notify the Administrative Agent of the funding allocation as between them (if other than proportional amount allocated to their Issuer Purchase Limits)each Property. The Administrative Agent shall promptly thereafter notify the Seller whether the Issuers have determined With respect to make the requested purchase and, if so, whether all of the terms specified by the Seller are acceptable any Funding Request related to the Issuers. If acquisition of a Property (or leasehold interest therein), in addition to the Issuers have determined not to make the entire amount of an Advance requested to be madeforegoing, the Administrative Agent Representative shall promptly send notice of the proposed Advance to all of the Liquidity Banks concurrently specifying the date of such Advance, the aggregate amount of such Advance to be funded by the Liquidity Banks (which amount shall be equal to the portion of the Advance not funded by the Issuers), and each such Liquidity Bank’s portion thereof (determined ratably in accordance with its respective Commitment). (b) On the date of each Advance, the applicable Purchasers shall upon satisfaction of the applicable conditions set forth in Article III, make available to the Seller in same day funds, at such bank or other location reasonably designated by Seller in its Borrowing Notice given pursuant to this Section 2.3, an aggregate amount equal to the least of also specify: (i) the amount requested by the Seller for such AdvanceProperty to be acquired or leased, (ii) an amount equal to the Availability on such Funding Date seller or lessor of the Property and the related Land Acquisition Cost, and (iii) the Facility Amount. (c) Effective on the date of Estimated Improvement Costs for such Property. Such Loans and Lessor Amounts made with respect to each Advance pursuant to this Section 2.3(i) if made on a day other than a Scheduled Payment Date or the Initial Acquisition Date, shall be Base Rate Loans/Lessor Amounts and (ii) if made on a Scheduled Payment Date or the Seller hereby sells and assigns to the Administrative Agent, for the benefit of the Purchasers making such Advance, all Assets listed on the attachment to the Borrowing Notice delivered in connection with such AdvanceInitial Acquisition Date shall be Eurodollar Loans/Lessor Amounts, and the Related Security and Collections duration of the initial Interest Period with respect thereto. (d) On each Funding Date, the obligation of each Liquidity Bank to remit its pro rata share of each such Advance shall be several from that begin on the proposed Acquisition Date or Funding Date and end on the next succeeding Scheduled Payment Date (the "Initial Interest Period"). Subject to timely delivery of each other Liquidity Bank a Funding Request and the failure of any Liquidity Bank to so make such amount available to the Seller shall not relieve any other Liquidity Bank of its obligation hereunder. No Liquidity Bank shall be responsible for the failure of any other Liquidity Bank to make funds available in connection with any Advance.terms

Procedures for Advances. (a) Each Advance from a Purchaser hereunder With respect to each funding of an Advance, the Construction Agent shall be effected by give the Seller (or the Servicer on its behalf) delivering to the Administrative Agent (with a copy to the Collateral Custodian Lessor and the Backup Servicer) a duly completed Borrowing Notice (along with a Borrowing Base Certificate) no Agent prior written notice not later than 2:00 p.m. (New York City12:00 noon, New York Chicago time) at least one , three Business Day Days prior to the proposed Funding Date (other than for the Advance on the Closing Date; provided that no more than two Advances , if such Advance is to bear interest or yield at a rate equal to the Alternate Base Rate, where notice shall be made on the same Business Day) pursuant, in any one calendar week without each case, to a Funding Request substantially in the Administrative Agent’s prior consent. Each Borrowing Notice form of Exhibit B (along with a Borrowing Base Certificate) shall "FUNDING REQUEST"), specifying (i) specify the desired amount of such Advance, which amount must be at least equal to $250,000proposed Funding Date, (ii) specify the date amount and purpose of the Advance requested and the amount of the Tranche T Participant's Tranche A Participation Interest therein, (iii) the initial Interest Period for such Advance (on a Tranche by Tranche basis), (iv) the payees of such Advance, (iiiv) specify that the Assets Advance will be used to fund Property Acquisition Costs or Property Improvement Costs, (vi) the allocation of such Advance to the respective Property Acquisition Costs and Property Improvements Costs, including allocation to Tenant Improvements and Expansion Improvements (and pro rata portions of the related remittances from the Participants shall likewise be deemed to be financed on such Funding Date (including the appropriate file number and Outstanding Asset Balance for so allocated in accordance with their respective Commitment Percentages applicable to each AssetType of Advance requested), and identifying each Rated Retained Security or Loan by type and whether such Loan is a Senior Loan(vii) that, Senior B-Note Loanin the case of an Expansion Improvements Advance, Subordinated Loan, Acquired Loan, or Participation Loan) and (iv) include a representation that all conditions precedent for an Advance described in Article III hereof have been met. Each Borrowing Notice shall be irrevocable. Each Issuer shall promptly thereafter notify to the Administrative Agent whether such Issuer has determined to make the requested Advance on the terms specified by the Seller, and the Issuers shall notify the Administrative Agent knowledge of the funding allocation Construction Agent, no Construction Termination Event has occurred and is continuing as between them (if other than proportional to their Issuer Purchase Limits). The Administrative Agent shall promptly thereafter notify the Seller whether the Issuers have determined to make the requested purchase and, if so, whether all of the terms specified by the Seller are acceptable to the Issuers. If the Issuers have determined not to make the entire amount of an Advance requested to be made, the Administrative Agent shall promptly send notice of the proposed Advance to all of the Liquidity Banks concurrently specifying the date of such Advance, the aggregate Funding Request. The Agent shall promptly provide notice of such Funding Request to each Participant. The Construction Agent shall not request more than one Funding Date during any calendar month. Each Advance (other than an Interest Payment Advance or an amount capitalized pursuant to SECTION 3.7(e)) shall be in a minimum amount of $500,000. Subject to the satisfaction or waiver of the conditions precedent to such Advance to be funded by the Liquidity Banks (which amount shall be equal to the portion of the Advance not funded by the Issuers), and each such Liquidity Bank’s portion thereof (determined ratably in accordance with its respective Commitment). (b) On the date of each Advance, the applicable Purchasers shall upon satisfaction of the applicable conditions set forth in Article IIISECTION 6, make available to each Participant, other than the Seller in same day fundsLessor, at such bank or other location reasonably designated by Seller in its Borrowing Notice given pursuant to this Section 2.3, an aggregate amount equal to the least of (i) the amount requested by the Seller for such Advance, (ii) an amount equal to the Availability on such Funding Date or (iii) the Facility Amount. (c) Effective on the date of each Advance pursuant to this Section 2.3, the Seller hereby sells and assigns to the Administrative Agent, for the benefit of the Purchasers making such Advance, all Assets listed on the attachment to the Borrowing Notice delivered in connection with such Advance, and the Related Security and Collections with respect thereto. (d) On each Funding Date, the obligation of each Liquidity Bank to remit shall fund its pro rata share of each such Advance shall be several from that of each other Liquidity Bank and the failure of any Liquidity Bank to so make such amount by making available to the Seller Lessor its proportionate share of such Advance in immediately available federal funds by wire transfer to the Agent for deposit to the Lessor's demand deposit account with the Agent not later than 12:00 noon, Chicago time, on the applicable Funding Date. Upon (i) the Lessor's receipt of the funds provided by the Participants with respect to an Advance, and (ii) satisfaction or waiver of the conditions precedent to such Advance set forth in SECTION 6, the Lessor shall not relieve any other Liquidity Bank (A) in the case of its obligation hereunder. No Liquidity Bank shall be responsible an Advance for the failure acquisition of any the Existing Facility, pay the Property Acquisition Costs to the Existing Owner, and (B) in the case of other Liquidity Bank Advances, pay Property Improvement Costs to make the payees specified in the applicable Funding Request, or deliver to the Construction Agent funds available that the Construction Agent reasonably believes will be due, in connection with any the sixty (60) days following such Advance, from the Construction Agent to third parties in respect of Property Improvements Costs, or as payment or reimbursement of Property Improvements Costs previously paid by the Construction Agent, in each case from the funds provided by the Participants for such Advance.

Procedures for Advances. (a) Each Advance from a Purchaser hereunder With respect to each Advance, the Construction Agent shall be effected by give the Seller (or the Servicer on its behalf) delivering to Agent Lessor and the Administrative Agent prior written notice pursuant to a Funding Request substantially in the form of Exhibit B (with a copy to the Collateral Custodian and the Backup Servicer) a duly completed Borrowing Notice (along with a Borrowing Base Certificate) no "Funding Request"), which Funding Request shall be delivered not later than 2:00 p.m. 10:00 a.m. (New York CityCity time), New York timethree (3) at least one Business Day Days prior to the proposed Acquisition Date or the proposed Funding Date; provided that no more than two Advances shall be made in any one calendar week without the Administrative Agent’s prior consent. Each Borrowing Notice (along with a Borrowing Base Certificate) shall , specifying: (i) specify the desired amount of such Advance, which amount must be at least equal to $250,000proposed Acquisition Date or Funding Date, (ii) specify the date amount of such AdvanceAdvance requested, (iii) specify the Assets to be financed on whether such proposed Funding Date (including the appropriate file number and Outstanding Asset Balance for each Assetwill also be an Acquisition Date, and identifying each Rated Retained Security or Loan by type and whether such Loan is a Senior Loan, Senior B-Note Loan, Subordinated Loan, Acquired Loan, or Participation Loan) and (iv) include the Properties to which such Advance is being allocated and the amount allocated to each Property. With respect to any Funding Request related to the acquisition of a representation that all conditions precedent Property (or leasehold interest therein), in addition to the foregoing, the Representative shall also specify: (i) the Property to be acquired or leased, (ii) the seller or lessor of the Property and the related Land Acquisition Cost, and, with respect to Improved Property, the Property Improvement Costs (iii) the Estimated Improvement Costs for such Property. Such Loans and Lessor Amounts made with respect to each Advance (i) if made on a day other than a Scheduled Payment Date or an Advance described in Article III hereof have been met. Each Borrowing Notice Acquisition Date, shall be irrevocableBase Rate Loans/Lessor Amounts and (ii) if made on a Scheduled Payment Date or an Acquisition Date, shall be Eurodollar Loans/Lessor Amounts, and the duration of the initial Interest Period with respect to such Advance shall begin on the proposed Acquisition Date or Funding Date and end on the next succeeding Scheduled Payment Date (the "Initial Interest Period"). Each Issuer Subject to timely delivery of a Funding Request and the other terms and conditions of the Operative Documents, each Participant shall promptly thereafter notify the Administrative Agent whether such Issuer has determined to make its Commitment Percentage of the requested Advance available to the Agent Lessor by 2:00 p.m., Eastern time, on the terms specified by the Sellerrequested Acquisition Date or Funding Date, as applicable, and the Issuers shall notify Agent Lessor will forward any such amounts so received to the Administrative Construction Agent of not later than 3:00 p.m., Eastern time, on the funding allocation as between them (if other than proportional to their Issuer Purchase Limits)same day. The Administrative Agent shall promptly thereafter notify the Seller whether the Issuers have determined to make the requested purchase and, if so, whether all of the terms specified by the Seller are acceptable to the Issuers. If the Issuers have determined not to make the entire amount of an Advance requested to be made, Lessor and the Administrative Agent shall promptly send notice calculate the amounts of the proposed Lessor Amounts and the Loans required to fund the requested Advance as it relates to all of the Liquidity Banks concurrently specifying the date of such Advance, the aggregate amount of such Advance to be funded by the Liquidity Banks each Property. No more than two (which amount 2) Funding Requests shall be equal made during each Interest Period other than Funding Requests made pursuant to the portion of the Advance not funded by the Issuers), and each such Liquidity Bank’s portion thereof (determined ratably in accordance with its respective Commitment)Section 6.1. (b) On Except as the date of each AdvanceParticipants may otherwise agree in writing, the applicable Purchasers shall upon satisfaction of the applicable conditions set forth in Article III, make available to the Seller in same day funds, at such bank or other location reasonably designated by Seller in its Borrowing Notice given pursuant to this Section 2.3, an aggregate amount equal to the least of (i) the amount requested by the Seller for such Advance, (ii) an amount equal to the Availability on such Funding Date or (iii) the Facility Amount. (c) Effective on the date of each Advance pursuant to this Section 2.3, the Seller hereby sells and assigns to the Administrative Agent, for the benefit of the Purchasers making such Advance, all Assets listed on the attachment to the Borrowing Notice delivered in connection with such Advance, and the Related Security and Collections with respect thereto. (d) On each Funding Date, the obligation of each Liquidity Bank to remit its pro rata share of each Advance Advances shall be several from that of each other Liquidity Bank and made solely to provide the failure of Construction Agent with funds with which to pay any Liquidity Bank to so make such amount available to Land Acquisition Costs or pay or reimburse itself for Property Improvement Costs, as the Seller shall not relieve any other Liquidity Bank of its obligation hereunder. No Liquidity Bank shall be responsible for the failure of any other Liquidity Bank to make funds available in connection with any Advancecase may be.

Procedures for Advances. (ai) Each Advance from a Purchaser hereunder With respect to each funding of an Advance, the Lessee shall be effected by give the Seller (or the Servicer on its behalf) delivering to the Administrative Agent (with a copy to the Collateral Custodian Lessor and the Backup Servicer) a duly completed Borrowing Notice (along with a Borrowing Base Certificate) no Agent prior written notice not later than 2:00 p.m. 10:00 a.m., Chicago time, three (New York City, New York time3) at least one Business Day Days (unless waived) prior to the proposed Funding Date (and the parties hereto hereby waive the 3 Business Day time period in connection with the Funding Request for the Documentation Date) pursuant to an irrevocable Funding Request substantially in the form of Exhibit I (a "FUNDING REQUEST"), which Funding Request shall specify: the proposed Funding Date and the amount of Advance requested. With respect to each Funding Request for a Site Acquisition Date, in addition to the foregoing, the Lessee hereby directs the Lessor to acquire or ground lease the Site, as applicable, and the Lessee shall also specify: (i) the Land Interest to be acquired or ground leased and the seller or ground lessor of the Site, as applicable, and (ii) the Estimated Improvement Costs for the Site. Lessee shall request a minimum of one (1) Funding Date per month. Each funding shall be in an amount equal to $1,000,000 or an integral multiple of $100,000 in excess thereof provided, further, that the final funding may be in a lesser amount. From time to time during the Basic Term Lessee shall select the Interest Period applicable to the Advances and indicate whether such Advances shall accrue interest determined by reference to the LIBO Rate (Reserve Adjusted) or the Alternate Base Rate. The Lessee shall give the Agent irrevocable notice not later than 10:00 a.m. (Chicago time) at least three Business Days before the end of the prior Interest Period, specifying the Interest Period applicable thereto. In the event the Lessee shall fail to provide any such notice, the Interest Period shall be the same as the immediately preceding Interest Period. Lessee shall be allowed a maximum of three (3) separate LIBO Rate tranches at any one time. The proceeds of one (1) funding each month will be used (i) to pay the Construction Agent for accrued but unpaid Site Improvement Costs for Sites owned or ground leased by Lessor and, Land Acquisition Costs, and (ii) to reimburse the Construction Agent for Site Improvement Costs paid by the Construction Agent and not previously reimbursed, including without limitation Accrued Interest and Yield and Transaction Expenses; and the Funding Date therefor shall be the Scheduled Payment Date (except in the case of a Site Acquisition Date); provided, however, that if the Lessee fails to duly and timely submit a Funding Request which provides for the payment of Accrued Interest and Yield and Transaction Expenses on the applicable Scheduled Payment Date, the Lessee hereby irrevocably authorizes and directs the Agent (at its option) to cause the Participants to fund to the Participants such amounts as may be necessary to pay in full all Accrued Interest and Yield and Transaction Expenses then due and payable during the Construction Period for such Site and for the one (1) calendar month thereafter. The proceeds of each additional funding in any month (in an amount not less than $1,000,000) will be used solely for Land Acquisition Costs and related expenses. Fundings for Site Improvement Costs (other than Accrued Interest and Yield) for any Site shall be made during the Construction Period for such Site and for the three (3) calendar months thereafter. (ii) Upon satisfaction or waiver of the conditions precedent to the funding of an Advance set forth in Section 9, in the case of an Advance for the acquisition or ground lease of a Land Interest, the Lessor, as directed by the Certificate Holders acting at the request of the Lessee, shall pay all Land Acquisition Costs and pay Transaction Expenses in connection with such acquisition or ground lease, and in the case of other Advances, the Lessee, as Construction Agent, shall pay or retain as payment or reimbursement of Site Improvement Costs or Transaction Expenses the funds provided by the Certificate Holders and the Lenders for such Advance. The transfer by any Participant of its portion of an Advance shall evidence such Participant's satisfaction that no more than two the conditions precedent to such Advance have been met or waived. Except as set forth above and as the parties may otherwise agree in writing, Advances shall be made in any one calendar week without solely to provide the Administrative Agent’s prior consent. Each Borrowing Notice (along Construction Agent with a Borrowing Base Certificate) shall (i) specify funds with which to pay or reimburse itself for Site Improvement Costs or Transaction Expenses, as the desired amount of such Advance, which amount must be at least equal to $250,000, (ii) specify the date of such Advance, case may be. (iii) specify All remittances made by the Assets to Participants for the funding of any Advance shall be financed made on such the applicable Funding Date (including the appropriate file number and Outstanding Asset Balance for each Asset, and identifying each Rated Retained Security or Loan in immediately available Federal funds by type and whether such Loan is a Senior Loan, Senior B-Note Loan, Subordinated Loan, Acquired Loan, or Participation Loan) and (iv) include a representation that all conditions precedent for an Advance described in Article III hereof have been met. Each Borrowing Notice shall be irrevocable. Each Issuer shall promptly thereafter notify the Administrative Agent whether such Issuer has determined to make the requested Advance on the terms specified by the Seller, and the Issuers shall notify the Administrative Agent of the funding allocation as between them (if other than proportional to their Issuer Purchase Limits). The Administrative Agent shall promptly thereafter notify the Seller whether the Issuers have determined to make the requested purchase and, if so, whether all of the terms specified by the Seller are acceptable wire transfer to the Issuersaccounts specified in the applicable Funding Request. If the Issuers have determined not to make the entire amount of an Advance requested to be made, the Administrative Agent shall promptly send notice of the proposed Advance to all of the Liquidity Banks concurrently specifying the date of such Advance, the aggregate amount of such Advance to be funded by the Liquidity Banks (which amount shall be equal Subject to the portion of the Advance not funded by the Issuers), and each such Liquidity Bank’s portion thereof (determined ratably in accordance with its respective Commitment). (b) On the date prior satisfaction or waiver of each Advance, the applicable Purchasers shall upon satisfaction of the applicable conditions precedent set forth in Article IIISection 9, make available the Participants will use reasonable efforts to fund the Seller in same day fundsapplicable Advance prior to 1:00 p.m., at Chicago time, on such bank or other location reasonably designated by Seller in its Borrowing Notice given pursuant to this Section 2.3, an aggregate amount equal to the least of Funding Date. (iv) In no event will (i) the amount requested by total Property Cost at any time exceed $90,000,000.00, in the Seller aggregate for such Advanceall Sites under Construction or completed and still subject to the Master Lease, nor (ii) an amount equal Site Cost allocable to the Availability on such Funding Date or Texas Property exceed $90,000,000.00, nor (iii) the Facility Amount. (c) Effective on the date of each Advance pursuant to this Section 2.3, the Seller hereby sells and assigns to the Administrative Agent, for the benefit of the Purchasers making such Advance, all Assets listed on the attachment to the Borrowing Notice delivered in connection with such Advance, and the Related Security and Collections with respect thereto. (d) On each Funding Date, the obligation of each Liquidity Bank to remit its pro rata share of each Advance shall be several from that of each other Liquidity Bank and the failure of any Liquidity Bank to so make such amount available to the Seller shall not relieve any other Liquidity Bank Site, exceed the Fair Market Sales Value of its obligation hereunder. No Liquidity Bank shall be responsible for such Site expected upon Completion, as set forth in the failure of any other Liquidity Bank to make funds available in connection with any Advanceapplicable Appraisal.

Procedures for Advances. (a) Each Advance from a Purchaser hereunder shall be effected by the Seller (or the Servicer on its behalf) delivering With respect to the Administrative Agent (with a copy to the Collateral Custodian and the Backup Servicer) a duly completed Borrowing Notice (along with a Borrowing Base Certificate) no later than 2:00 p.m. (New York City, New York time) at least one Business Day prior to the proposed Funding Date; provided that no more than two Advances shall be made in any one calendar week without the Administrative Agent’s prior consent. Each Borrowing Notice (along with a Borrowing Base Certificate) shall (i) specify the desired amount of such Advance, which amount must be at least equal to $250,000, (ii) specify the date of such Advance, (iii) specify the Assets to be financed on such Funding Date (including the appropriate file number and Outstanding Asset Balance for each Asset, and identifying each Rated Retained Security or Loan by type and whether such Loan is a Senior Loan, Senior B-Note Loan, Subordinated Loan, Acquired Loan, or Participation Loan) and (iv) include a representation that all conditions precedent for an Advance described in Article III hereof have been met. Each Borrowing Notice shall be irrevocable. Each Issuer shall promptly thereafter notify the Administrative Agent whether such Issuer has determined to make the requested Advance on the terms specified by the Seller, and the Issuers shall notify the Administrative Agent funding of the funding allocation as between them (if other than proportional to their Issuer Purchase Limits). The Administrative Agent shall promptly thereafter notify the Seller whether the Issuers have determined to make the requested purchase and, if so, whether all of the terms specified by the Seller are acceptable to the Issuers. If the Issuers have determined not to make the entire amount of an Advance requested to be madeLoans for any Advance, the Administrative Agent shall promptly send give each Lender prompt written notice of (i) receipt of the Funding Request delivered by the Lessee in connection with the proposed Advance to all and the contents thereof, and (ii) each Lender's share of the Liquidity Banks concurrently specifying the date of Loans comprising such Advance. Subject to timely delivery of a Funding Request and the other terms and conditions of the Operative Documents, each Lender shall make its Commitment Percentage of the aggregate amount of such requested Advance to be funded by the Liquidity Banks (which amount shall be equal available to the portion of the Advance not funded Administrative Agent by the Issuers12:00 p.m. (noon) (Chicago time), and each such Liquidity Bank’s portion thereof (determined ratably in accordance with its respective Commitment)on the requested Acquisition Date or requested Funding Date, as applicable. (b) On Unless the date Administrative Agent shall have been notified in writing by any Lender prior to such Advance that a Lender will not make the amount that would constitute its Commitment Percentage of each Advancesuch Advance available to the Administrative Agent, the applicable Purchasers shall Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon satisfaction of the applicable conditions set forth in Article IIIsuch assumption, make available to the Seller in same day funds, at Agent Certificate Holder a corresponding amount. If such bank or other location reasonably designated by Seller in its Borrowing Notice given pursuant to this Section 2.3, an aggregate amount equal is not made available to the least of (i) the amount requested Administrative Agent by the Seller for such Advance, (ii) an amount equal to required time on the Availability on such Funding Date or (iii) the Facility Amount. (c) Effective on the date of each Advance pursuant to this Section 2.3Acquisition Date therefor, the Seller hereby sells and assigns such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate equal to the Federal Funds Rate for the benefit period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Purchasers making Administrative Agent submitted to any Lender with respect to any amounts owing under this clause shall be conclusive in the absence of manifest error. If such Advance, all Assets listed on the attachment Lender's Commitment Percentage of such borrowing is not made available to the Borrowing Notice delivered in connection with Administrative Agent by such Advance, and the Related Security and Collections with respect thereto. (d) On each Funding DateLender within two Business Days of such borrowing date, the obligation Administrative Agent shall notify the Lessee of each Liquidity Bank to remit its pro rata share of each Advance shall be several from that of each other Liquidity Bank and the failure of any Liquidity Bank such Lender to so make such amount available to the Seller Administrative Agent and the Administrative Agent shall not relieve any other Liquidity Bank also be entitled to recover such amount with interest thereon at the rate per annum equal to the one-half of its obligation hereunder. No Liquidity Bank shall be responsible for one percent plus the failure of any other Liquidity Bank to make funds available in connection with any AdvanceFederal Funds Rate, on demand, from the Lessee.

Procedures for Advances. (a) Each Advance from a Purchaser hereunder shall be effected by the Seller (or the Servicer on its behalf) delivering to the Administrative Agent and each Purchaser Agent (with a copy to the Collateral Custodian and the Backup Servicer) a duly completed Borrowing Notice (along with a Borrowing Base Certificate) no later than 2:00 3:00 p.m. (New York City, New York time) at least one (1) Business Day prior to the proposed Funding Date; provided that no more than two Advances shall be made in any one calendar week without the Administrative Agent’s prior consent. Each Borrowing Notice (along with a Borrowing Base Certificate) shall (i) specify the desired amount of such Advance, which amount must be at least equal to $250,000250,000 per Purchaser, (ii) specify the date of such Advance, (iii) specify the Assets Loans to be financed on such Funding Date (including the appropriate file number and number; Outstanding Asset Loan Balance for each Asset, Loan and identifying each Rated Retained Security or Loan by type Type of Loan and whether such Loan is a Senior Secured Loan, a Senior B-Note Loan, B Loan or Subordinated Loan, Acquired Loan, or Participation Loan) and (iv) include a representation that all conditions precedent for an Advance described in Article III hereof have been met. Each Borrowing Notice shall be irrevocable. Each Issuer shall promptly thereafter notify the Administrative Agent whether such Issuer has determined to make the requested Advance on the terms specified by the Seller, and the Issuers shall notify the Administrative Agent of the funding allocation as between them (if other than proportional to their Issuer Purchase Limits). The Administrative Agent shall promptly thereafter notify the Seller whether the Issuers have determined to make the requested purchase and, if so, whether all of the terms specified by the Seller are acceptable to the Issuers. If the Issuers have determined not to make the entire amount of an Advance requested to be made, the Administrative Agent shall promptly send notice of the proposed Advance to all of the Liquidity Banks concurrently specifying the date of such Advance, the aggregate amount of such Advance to be funded by the Liquidity Banks (which amount shall be equal to the portion of the Advance not funded by the Issuers), and each such Liquidity Bank’s portion thereof (determined ratably in accordance with its respective Commitment). (b) On the date of each Advance, the applicable Purchasers shall each Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, make available to the Seller in same day funds, at such bank or other location reasonably designated by Seller in its Borrowing Notice given pursuant to this Section 2.32.2, an aggregate amount equal to its Pro-Rata Share of the least lesser of (i) the amount requested by the Seller for such Advance, (ii) an amount equal to the Availability on such Funding Date or (iii) the Facility Amount. (c) Effective on the date of each Advance pursuant to this Section 2.3, the Seller hereby sells and assigns to the Administrative Agent, for the benefit of the Purchasers making such Advance, all Assets listed on the attachment to the Borrowing Notice delivered in connection with such Advance, and the Related Security and Collections with respect thereto. (d) On each Funding Date, the obligation of each Liquidity Bank Purchaser to remit its pro rata share Pro-Rata Share of each any such Advance shall be several from that of each other Liquidity Bank Purchaser and the failure of any Liquidity Bank Purchaser to so make such amount available to the Seller shall not relieve any other Liquidity Bank Purchaser of its obligation hereunder. No . (d) If any Liquidity Bank (an “Exiting Liquidity Bank”) exercises its right not to extend or renew the term of its Liquidity Commitment in connection with the Liquidity Agreement related to this Agreement, as described in Section 2.1(c), above, the Commitment of the Purchaser related to such Liquidity Bank shall be responsible for automatically reduced by an amount equal to the failure amount of any other such Exiting Liquidity Bank Bank’s Liquidity Commitment under the related Liquidity Agreement, and such Purchaser shall, on each Payment Date thereafter during the Revolving Period be entitled to make funds available receive payments in connection with any Advanceaccordance clause tenth of Section 2.7 in respect of its Required Purchaser Reduction Amount, if any, at such time.

Procedures for Advances. (ai) Each Advance from a Purchaser hereunder With respect to each funding of an Advance, the Lessee shall be effected by give the Seller (or the Servicer on its behalf) delivering to the Administrative Agent (with a copy to the Collateral Custodian Lessor and the Backup Servicer) a duly completed Borrowing Notice (along with a Borrowing Base Certificate) no Agent prior written notice not later than 2:00 p.m. 11:00 a.m., Chicago Participation Agreement 4 time, three (New York City, New York time3) at least one Business Day Days (unless waived) prior to the proposed Funding Date pursuant to an irrevocable Funding Request substantially in the form of Exhibit H (a "Funding Request"), specifying: the proposed Funding Date and the amount of Advance requested. Any Participant may require a duly completed compliance certificate in substantially the form of Exhibit K as a condition to making an Advance. With respect to each Funding Request for a Site Acquisition Date, in addition to the foregoing, the Lessee hereby directs the Lessor to ground lease the Site and the Lessee shall also specify the Estimated Improvement Costs for the Site. Each funding shall be in an amount equal to $1,000,000 or an integral multiple of $100,000 in excess thereof. Lessee shall be allowed a maximum of three (3) separate LIBO Rate tranches. The proceeds of each funding will be used to reimburse the Construction Agent for paid Site Costs and to pay accrued and unpaid interest and Yield and Transaction Expenses; and the Funding Date therefor shall be a date on or before the applicable Scheduled Payment Date; provided, however, that if the Lessee fails to duly and timely submit a Funding Request which provides for the payment of accrued and unpaid interest and Yield and Transaction Expenses on the applicable Scheduled Payment Date, the Lessee hereby irrevocably authorizes and directs the Agent (at its option) to cause the Participants to fund to the Participants such amounts as may be necessary to pay in full all accrued and unpaid interest and Yield and Transaction Expenses then due and payable during the Construction Period for such Site and for the one (1) calendar month thereafter. Fundings for Site Costs (other than interest and Yield) for any Site shall be made during the Construction Period for such Site. (ii) Upon satisfaction or waiver of the conditions precedent to such Advance set forth in Section 9, in the case of an Advance for the acquisition of a ground leasehold interest in a Land Interest, the Lessor, as directed by the Certificate Holders acting at the request of the Lessee, shall pay all Land Acquisition Costs and pay Transaction Expenses in connection with such acquisition, and in the case of other Advances, the Lessee, as Construction Agent, shall pay or retain as payment or reimbursement of Site Costs or Transaction Expenses the funds provided by the Certificate Holders and the Lenders for such Advance. The transfer by any Participant of its portion of an Advance shall evidence such Participant's satisfaction that no more than two the conditions precedent to such Advance have been met or waived. Except as set forth above and as the parties may otherwise agree in writing, Advances shall be made in any one calendar week without solely to provide the Administrative Agent’s prior consent. Each Borrowing Notice (along Construction Agent with a Borrowing Base Certificate) shall (i) specify funds with which to pay or reimburse itself for Site Costs or Transaction Expenses, as the desired amount of such Advance, which amount must be at least equal to $250,000, (ii) specify the date of such Advance, case may be. (iii) specify All remittances made by the Assets to Participants for the funding of any Advance shall be financed made on such the applicable Funding Date (including the appropriate file number and Outstanding Asset Balance for each Asset, and identifying each Rated Retained Security or Loan in immediately available Federal funds by type and whether such Loan is a Senior Loan, Senior B-Note Loan, Subordinated Loan, Acquired Loan, or Participation Loan) and (iv) include a representation that all conditions precedent for an Advance described in Article III hereof have been met. Each Borrowing Notice shall be irrevocable. Each Issuer shall promptly thereafter notify the Administrative Agent whether such Issuer has determined to make the requested Advance on the terms specified by the Seller, and the Issuers shall notify the Administrative Agent of the funding allocation as between them (if other than proportional to their Issuer Purchase Limits). The Administrative Agent shall promptly thereafter notify the Seller whether the Issuers have determined to make the requested purchase and, if so, whether all of the terms specified by the Seller are acceptable wire transfer to the Issuersaccounts specified in the applicable Funding Request. If the Issuers have determined not to make the entire amount of an Advance requested to be made, the Administrative Agent shall promptly send notice of the proposed Advance to all of the Liquidity Banks concurrently specifying the date of such Advance, the aggregate amount of such Advance to be funded by the Liquidity Banks (which amount shall be equal Subject to the portion prior satisfaction of the Advance not funded by the Issuers), and each such Liquidity Bank’s portion thereof (determined ratably in accordance with its respective Commitment). (b) On the date of each Advance, the applicable Purchasers shall upon satisfaction all of the applicable conditions set forth in Article IIISection 9, make available the Participants will use reasonable efforts to fund the Seller in same day fundsapplicable Advance prior to 1:00 p.m., at Chicago time, on such bank or other location reasonably designated by Seller in its Borrowing Notice given pursuant to this Section 2.3, an aggregate amount equal to the least of Funding Date. (iv) In no event will (i) the amount requested by total Property Cost at any time exceed $93,000,000.00, in the Seller aggregate for such Advancethe Property under construction or completed and still subject to the Master Lease, nor (ii) an amount equal the Site Cost allocable to the Availability on such Funding Date or Parking Facility Site exceed $23,000,000.00, nor (iii) the Facility Amount. (c) Effective on the date of each Advance pursuant to this Section 2.3, the Seller hereby sells and assigns Site Cost allocable to the Administrative Agent, for the benefit of the Purchasers making such Advance, all Assets listed on the attachment to the Borrowing Notice delivered in connection with such Advance, and the Related Security and Collections with respect thereto. (d) On each Funding Date, the obligation of each Liquidity Bank to remit its pro rata share of each Advance shall be several from that of each other Liquidity Bank and the failure of any Liquidity Bank to so make such amount available to the Seller shall not relieve any other Liquidity Bank of its obligation hereunderXxxxxx Center Site exceed $70,000,000.00. No Liquidity Bank shall be responsible for the failure of any other Liquidity Bank to make funds available in connection with any Advance.Participation Agreement 5

Procedures for Advances. (ai) Each Advance from a Purchaser hereunder With respect to each funding of an Advance, the Lessee shall be effected by give the Seller (or the Servicer on its behalf) delivering to the Administrative Agent (with a copy to the Collateral Custodian Lessor and the Backup Servicer) a duly completed Borrowing Notice (along with a Borrowing Base Certificate) no Agent prior written notice not later than 2:00 p.m. 10:00 a.m., Chicago time, three (New York City, New York time3) at least one Business Day Days (unless waived) prior to the proposed Funding Date and, in the case of the first Funding Date two (2) Business Days prior to such Funding Date pursuant to an irrevocable Funding Request substantially in the form of Exhibit I (a "FUNDING REQUEST"), specifying the proposed Funding Date; provided that no more than two Advances , the amount of Advance requested and such other information and documents as required pursuant to the terms of this Agreement. Except for the final Funding Request, each Funding Request shall be made in any one calendar week without the Administrative Agent’s prior consent. Each Borrowing Notice (along with a Borrowing Base Certificate) shall (i) specify the desired an amount of such Advance, which amount must be at least equal to $250,0001,000,000 and in multiples of $100,000 if in excess of such amount. Lessee shall request one (1) Funding Participation Agreement Date per month and be allowed a maximum of 2 separate LIBOR tranches at any one time. The proceeds of each funding will be used to pay the Construction Agent for accrued but unpaid Allocated Construction Costs (including, without limitation, Construction Period Interest, Construction Period Yield, Construction Period Fees, Construction Period Indemnity Amounts and Transaction Expenses); and the Funding Date therefor shall be a date on or before the applicable Scheduled Payment Date; provided, however, that if the Lessee fails to duly and timely submit a Funding Request which provides for the payment of Construction Period Interest, Construction Period Yield, Construction Period Fees, Construction Period Indemnity Amounts or Transaction Expenses on the applicable Scheduled Payment Date, the Lessee hereby irrevocably authorizes and directs the Agent (at its option) to cause the Participants to fund to the Participants such amounts as may be necessary to pay in full all such amounts. (i) Upon satisfaction or waiver of the conditions precedent to such Advance set forth in Section 9(c), the Lessee, as Construction Agent, shall pay (or cause the Operator to pay) Allocated Construction Costs with the funds provided by the Certificate Holders and the Lenders for such Advance. The transfer by any Participant of its portion of an Advance shall evidence such Participant's satisfaction that the conditions precedent to such Advance have been met or waived. Except as set forth above and as the parties may otherwise agree in writing, Advances shall be made solely to provide the Lessee or the Construction Agent with funds with which to pay Allocated Construction Costs. (ii) specify All remittances made by the date Participants for the funding of such Advance, (iii) specify any Advance shall be made on the Assets to be financed on such applicable Funding Date (including the appropriate file number and Outstanding Asset Balance for each Asset, and identifying each Rated Retained Security or Loan in immediately available Federal funds by type and whether such Loan is a Senior Loan, Senior B-Note Loan, Subordinated Loan, Acquired Loan, or Participation Loan) and (iv) include a representation that all conditions precedent for an Advance described in Article III hereof have been met. Each Borrowing Notice shall be irrevocable. Each Issuer shall promptly thereafter notify the Administrative Agent whether such Issuer has determined to make the requested Advance on the terms specified by the Seller, and the Issuers shall notify the Administrative Agent of the funding allocation as between them (if other than proportional to their Issuer Purchase Limits). The Administrative Agent shall promptly thereafter notify the Seller whether the Issuers have determined to make the requested purchase and, if so, whether all of the terms specified by the Seller are acceptable wire transfer to the Issuersaccounts specified in the applicable Funding Request. If the Issuers have determined not to make the entire amount of an Advance requested to be made, the Administrative Agent shall promptly send notice of the proposed Advance to all of the Liquidity Banks concurrently specifying the date of such Advance, the aggregate amount of such Advance to be funded by the Liquidity Banks (which amount shall be equal Subject to the portion prior satisfaction of the Advance not funded by the Issuers), and each such Liquidity Bank’s portion thereof (determined ratably in accordance with its respective Commitment). (b) On the date of each Advance, the applicable Purchasers shall upon satisfaction all of the applicable conditions set forth in Article IIISection 9, make available the Participants will use reasonable efforts to fund the Seller in same day fundsapplicable Advance prior to 2:00 p.m., Chicago time, on such Funding Date. (iii) In no event will the total Property Balance at such bank or other location reasonably designated by Seller in its Borrowing Notice given pursuant to this Section 2.3, an aggregate amount equal to the least of any time exceed (i) the amount requested by Construction Cost as set forth in the Seller for such AdvanceApproved Budget, in the aggregate whether under construction or completed and still subject to the Lease, or (ii) an amount equal to the Availability on such Funding Date or (iii) Fair Market Sales Value of the Facility AmountPlatform expected upon Completion, as set forth in the Appraisal. (civ) Effective on In no event shall the date of each Advance pursuant Lenders or Certificate Holders be required to this Section 2.3, the Seller hereby sells and assigns to the Administrative Agent, for the benefit of the Purchasers making such Advance, all Assets listed on the attachment to the Borrowing Notice delivered in connection with such Advancemake, and the Related Security and Collections with respect thereto. (d) On each Funding Date, the obligation of each Liquidity Bank to remit its pro rata share of each Advance shall be several from that of each other Liquidity Bank Lenders and the failure of Certificate Holders shall have no obligation to, fund any Liquidity Bank Advance or portion thereof which is to so make such amount available be allocated to the Seller shall not relieve any other Liquidity Bank of its obligation hereunder. No Liquidity Bank shall be responsible for the failure of any other Liquidity Bank to make funds available in connection with any AdvanceCost Overruns.

Procedures for Advances. (a) Each Advance from a Purchaser hereunder shall be effected by the Seller (or the Servicer on its behalf) delivering to the Administrative Agent and Class B Purchaser (with a copy to the Collateral Custodian and the Backup Servicer) a duly completed Borrowing Notice (along with a Borrowing Base Certificate) no later than 2:00 p.m. (New York City, New York time) at least one two Business Day Days prior to the proposed Funding Date; provided that no more than two four Class A Advances shall be made in any one calendar week month without the Administrative Agent’s prior consent. Each Borrowing Notice (along with a Borrowing Base Certificate) shall (i) specify the desired amount of such Advance, Class A Advance (which amount must be at least equal to $250,000) and Class B Advance, (ii) specify the date of such AdvanceAdvances, (iii) specify the Assets to be financed on such Funding Date (including the appropriate file number and Outstanding Asset Balance for each Asset, and identifying each Rated Retained Security or Loan by type and whether such Loan is a Senior Secured ABL Loan, Senior Secured Loan, B-Note Loan, Subordinated Mezzanine Loan, Acquired Loan, Loan or Participation Loan) and (iv) include a representation that all conditions precedent for an Advance described in Article III hereof have been met. Each Borrowing Notice shall be irrevocable. Each Borrowing Notice shall set forth, and each Advance shall be comprised of (i) a proposed Class A Advance and (ii) a proposed Class B Advance, which shall be calculated at the Class B Advance Rate based on the proposed Class A Advance. Each Issuer shall promptly thereafter notify the Administrative Agent whether such Issuer has determined to make the requested Class A Advance on the terms specified by the Seller, and the Issuers shall notify the Administrative Agent of the funding allocation as between them (if other than proportional to their Issuer Purchase Limits). The Administrative Agent shall promptly thereafter notify the Seller whether the Issuers have determined to make the requested purchase and, if so, whether all of the terms specified by the Seller are acceptable to the Issuers. If the Issuers have determined not to make the entire amount of an a Class A Advance requested to be made, the Administrative Agent shall promptly send notice of the proposed Class A Advance to all of the Liquidity Banks concurrently specifying the date of such Class A Advance, the aggregate amount of such Class A Advance to be funded by the Liquidity Banks (which amount shall be equal to the portion of the Class A Advance not funded by the Issuers), and each such Liquidity Bank’s portion thereof (determined ratably in accordance with its respective Class A Commitment). (b) On the date of each Advance, the applicable Purchasers shall upon satisfaction of the applicable conditions set forth in Article III, make available to the Seller in same day funds, at such bank or other location reasonably designated by Seller in its Borrowing Notice given pursuant to this Section 2.3, an aggregate amount equal to: (X) with respect to the Class A VFC, the least of (i) the amount requested by the Seller for such Class A Advance, (ii) an amount equal to the Class A Availability on such Funding Date or Date, and (iii) the Class A Facility Amount, and (Y) with respect to the Class B VFC, the least of (i) the amount requested by the Seller for such Class B Advance, (ii) 5/75 multiplied by Class A Advances Outstanding after giving effect to the proposed Class A Advance, subject to the limitation set forth in the proviso to Section 2.1(b), and (iii) the undrawn portion of the Class B Facility Amount. (c) Effective on the date of each Advance pursuant to this Section 2.3, the Seller hereby sells and assigns to the Administrative Agent, for the benefit of the Purchasers making such Advance, all Assets listed on the attachment to the Borrowing Notice delivered in connection with such Advance, and the Related Security and Collections with respect thereto. (d) On each Funding Date, the obligation of each Liquidity Bank to remit its pro rata share of each Class A Advance shall be several from that of each other Liquidity Bank and the failure of any Liquidity Bank to so make such amount available to the Seller shall not relieve any other Liquidity Bank of its obligation hereunder. No Liquidity Bank shall be responsible for the failure of any other Liquidity Bank to make funds available in connection with any Class A Advance. (e) Notwithstanding the foregoing, an Additional Asset may not be included in the Assets being financed unless (x) if all Pool Concentration Criteria were satisfied immediately prior to giving effect to such inclusion, all Pool Concentration Criteria continue to be satisfied after giving effect to the inclusion of such Additional Asset or (y) if any Pool Concentration Criteria was not satisfied immediately prior to giving effect to such inclusion, the degree of non-satisfaction of each Pool Concentration Criteria will be maintained or improved after giving effect to the inclusion of such Additional Asset. (f) Notwithstanding the foregoing, (x) no Construction Loan may become an Additional Asset, if after giving effect thereto, the Outstanding Asset Balance of all Construction Loans that are included in the Collateral (expressed as a percentage of Aggregate Outstanding Asset Balance) would exceed the Outstanding Asset Balance (as of the initial Funding Date) of all Construction Loans included in the Collateral on the initial Funding Date (expressed as a percentage of Aggregate Outstanding Asset Balance as of the initial Funding Date), and (y) no Loan due from the Obligor of an Excess Concentration Loan may become an Additional Asset.

Procedures for Advances. (a) Each Advance from a Purchaser hereunder With respect to each funding of an Advance, the Lessee shall be effected by give the Seller (or the Servicer on its behalf) delivering to the Administrative Agent (with a copy to the Collateral Custodian Lessor and the Backup Servicer) a duly completed Borrowing Notice (along with a Borrowing Base Certificate) no Agent prior written notice not later than 2:00 p.m. (New York City3:00 p.m., New York City time, five (5) at least one Business Day Days prior to the date of the proposed funding, pursuant to a funding request substantially in the form of Exhibit A (a "Funding Date; provided that no more than two Advances shall be made in any one calendar week without the Administrative Agent’s prior consent. Each Borrowing Notice (along with a Borrowing Base Certificate) shall Request"), specifying: (i) specify the desired amount of such Advance, which amount must be at least equal to $250,000proposed funding date (the "Funding Date"), (ii) specify the date amount of such Advancethe Advance requested, (iii) specify the Assets to be financed on whether such proposed Funding Date (including the appropriate file number and Outstanding Asset Balance for each Assetwill also be an Acquisition Date, and identifying each Rated Retained Security or Loan by type and whether such Loan is a Senior Loan, Senior B-Note Loan, Subordinated Loan, Acquired Loan, or Participation Loan) and (iv) include a representation that all conditions precedent for an Advance described in Article III hereof have been met. Each Borrowing Notice shall be irrevocable. Each Issuer shall promptly thereafter notify the Administrative Agent whether such Issuer has determined Advance will bear interest by reference to make Reserve Adjusted LIBOR or the requested Advance on the terms specified by the Seller, Base Rate and the Issuers shall notify Interest Period therefore and (v) the Administrative Agent of Leased Asset to which such Advance is being allocated and the funding allocation as between them (if other than proportional to their Issuer Purchase Limits). The Administrative Agent shall promptly thereafter notify the Seller whether the Issuers have determined to make the requested purchase and, if so, whether all of the terms specified by the Seller are acceptable to the Issuers. If the Issuers have determined not to make the entire amount of an Advance requested to be made, the Administrative Agent shall promptly send notice of the proposed Advance to all of the Liquidity Banks concurrently specifying the date of such Advance, the aggregate amount of such Advance among the various categories of costs and expenses listed in clause (c) below. With respect to any Funding Request related to the acquisition of a Leased Asset, in addition to the foregoing, the Lessee shall also specify: (i) the Leased Asset to be funded by acquired, (ii) the Liquidity Banks transferor thereof and (which amount shall be equal to the portion of the Advance not funded by the Issuersiii), in the case of a Construction Property, whether the Land component thereof is to be acquired through a fee interest or Ground Lease and each the Estimated Improvement Costs for such Liquidity Bank’s portion thereof (determined ratably in accordance with its respective Commitment)Property. (b) On Except as the date of parties may otherwise agree in writing, each AdvanceFunding Date requested (i) for any Construction Property shall occur only on the Acquisition Date for such Leased Asset, the applicable Purchasers shall upon satisfaction last Business Day of the applicable conditions Construction Period for such Construction Property or a Scheduled Payment Date during such Construction Period, and (ii) for any Property other than a Construction Property, shall occur only on the Acquisition Date for such Property as set forth in Article III, make available to the Seller in same day funds, at such bank or other location reasonably designated by Seller in its Borrowing Notice given pursuant to this Section 2.3, an aggregate amount equal to the least of 3.1 above. (c) Advances shall be made solely (i) for Properties other than the amount requested by the Seller for such AdvanceConstruction Properties, to pay Property Acquisition Costs, (ii) for Construction Properties only, to pay or to reimburse the Construction Agent for Land Acquisition Costs and Property Improvement Costs (including Capitalized Interest, Capitalized Fees and other capitalized costs (including premiums for builder's risk insurance, rent under any Ground Lease and Impositions) relating to such Construction Property during the Construction Period), and (iii) for any Property, to pay, or to reimburse the Lessee for, Transaction Expenses paid or payable by the Lessee in connection with the preparation, execution and delivery of the Operative Documents, any up-front fees payable to the Lenders, the Collateral Agent, the Agent, the Lessor and, during the Construction Period only in respect of a Construction Property, all on-going fees paid or payable by the Lessee to the Lenders, the Collateral Agent, the Agent and the Lessor under the Operative Documents in connection with such Construction Property. (d) All remittances made by the Lessor for the funding of any Advance shall be made through the Agent on the applicable Funding Date in immediately available federal funds by wire transfer to the account or accounts designated by the Lessee. (e) Notwithstanding anything to the contrary contained therein, on each Payment Date during the Construction Period for any Construction Property, the Lessor shall be deemed to have made an Advance in an amount equal to the Availability Capitalized Interest and Capitalized Commitment Fee for such Property calculated as of such date, and the amount of such Advance shall be added to the Lease Balance of such Property on such Funding Date or (iii) the Facility Amountdate. (cf) Effective The Advance to be made on the date of each Advance pursuant to this Section 2.3, the Seller hereby sells and assigns to the Administrative Agent, for the benefit Acquisition Date of the Purchasers making such Advance, all Leased Assets listed described on the attachment to the Borrowing Notice delivered in connection with such Advance, and the Related Security and Collections with respect thereto. (d) On each Funding Date, the obligation of each Liquidity Bank to remit its pro rata share of each Advance shall be several from that of each other Liquidity Bank and the failure of any Liquidity Bank to so make such amount available to the Seller shall not relieve any other Liquidity Bank of its obligation hereunderLease Supplement No. No Liquidity Bank shall be responsible for the failure of any other Liquidity Bank to make funds available in connection with any Advance.1

Procedures for Advances. (a) Each Advance from a Purchaser hereunder With respect to each funding of an Advance, the Lessee, as Construction Agent, shall be effected by give the Seller (or the Servicer on its behalf) delivering to the Administrative Agent (with a copy to the Collateral Custodian and the Backup Servicer) a duly completed Borrowing Notice (along with a Borrowing Base Certificate) no Lessor prior written notice not later than 2:00 p.m. (New York City10:00 a.m., New York City time, five (5) at least one Business Days prior to the date of the proposed funding, pursuant to a Funding Request substantially in the form of Exhibit A (a "Funding Request"), specifying the proposed Funding Date (the "Funding Date") and the amount of Advance requested. Except as the parties may otherwise agree in writing, (i) each Funding Date shall occur on the first (1st) day (or if such day is not a Business Day, then the next succeeding Business Day thereafter) of a month, and (ii) Advances shall be made solely to provide the Construction Agent with funds with which to pay or reimburse itself for Land Acquisition Costs, Property Improvements Costs, Capitalized Interest, Transaction Expenses, the Arrangement Fee and all fees paid or payable by the Lessee to the Lessor in connection with the Operative Documents and any amounts paid or payable by Lessee pursuant to Section 31.2 hereof. With respect to the initial Advance, the Lessee may deliver a Funding Request no sooner than five (5) Business Days but no less than two (2) Business Days prior to the proposed Funding Date; provided Date therefor, which is not required to be the first (1st) day of the month, and in the event that no more than two Advances the Lessor is unable to obtain a Eurodollar Rate for the Advance requested in such Funding Request, notwithstanding the definition of "Capitalized Interest" in Appendix 1 hereto, the Lessor shall make available the Advance at the Alternate Base Rate. Such Advance shall bear interest at the Alternate Base Rate until the date on which the Lessor shall be made in any one calendar week without able to obtain a Eurodollar Rate for the Administrative Agent’s prior consent. Each Borrowing Notice (along with a Borrowing Base Certificate) shall (i) specify the desired amount of such Advance, at which amount must be at least equal to $250,000, (ii) specify the date of such Advance, (iii) specify the Assets to be financed on such Funding Date (including the appropriate file number and Outstanding Asset Balance for each Asset, and identifying each Rated Retained Security or Loan by type and whether such Loan is a Senior Loan, Senior B-Note Loan, Subordinated Loan, Acquired Loan, or Participation Loan) and (iv) include a representation that all conditions precedent for an Advance described in Article III hereof have been met. Each Borrowing Notice shall be irrevocable. Each Issuer shall promptly thereafter notify the Administrative Agent whether such Issuer has determined to make the requested Advance on the terms specified by the Seller, and the Issuers shall notify the Administrative Agent of the funding allocation as between them (if other than proportional to their Issuer Purchase Limits). The Administrative Agent shall promptly thereafter notify the Seller whether the Issuers have determined to make the requested purchase and, if so, whether all of the terms specified by the Seller are acceptable to the Issuers. If the Issuers have determined not to make the entire amount of an Advance requested to be made, the Administrative Agent shall promptly send notice of the proposed Advance to all of the Liquidity Banks concurrently specifying the date of such Advance, the aggregate amount of time such Advance to be funded by shall convert and thereafter accrue interest at the Liquidity Banks (which amount Eurodollar Rate; provided, however, that no such conversion shall be equal to occur unless the portion of the Advance not funded by the Issuers), and each such Liquidity Bank’s portion thereof (determined ratably Lessee shall have submitted a Funding Request in accordance with its respective Commitment)connection therewith. (b) On All remittances made by the date Lessor for the funding of each Advance, any Advance shall be made on the applicable Purchasers shall upon satisfaction Funding Date in immediately available federal funds by wire transfer to the account designated by the Construction Agent, except that a portion of the applicable conditions set forth initial Advance shall be made (in Article III, make available accordance with instructions to be included in the initial Funding Request) by wire transfer directly to the Seller in same day funds, at such bank or other location reasonably designated by Seller in its Borrowing Notice given pursuant to this Section 2.3, an aggregate amount equal and/or to the least of (i) Lessee to reimburse the amount requested by the Seller Lessee for such Advance, (ii) an amount equal to the Availability on such Funding Date or (iii) the Facility AmountTransaction Expenses. (c) Effective on the date of each Advance pursuant to this Section 2.3, the Seller hereby sells and assigns to the Administrative Agent, for the benefit of the Purchasers making such Advance, all Assets listed on the attachment to the Borrowing Notice delivered in connection with such Advance, and the Related Security and Collections with respect thereto. (d) On each Funding Date, the obligation of each Liquidity Bank to remit its pro rata share of each Advance shall be several from that of each other Liquidity Bank and the failure of any Liquidity Bank to so make such amount available to the Seller shall not relieve any other Liquidity Bank of its obligation hereunder. No Liquidity Bank shall be responsible for the failure of any other Liquidity Bank to make funds available in connection with any Advance.

Procedures for Advances. (a) Each Advance from a Purchaser hereunder With respect to each Advance, the Construction Agent shall be effected by give the Seller (or the Servicer on its behalf) delivering to Agent Certificate Holder and the Administrative Agent prior written notice pursuant to a Funding Request substantially in the form of Exhibit B (with a copy to the Collateral Custodian and the Backup Servicer) a duly completed Borrowing Notice (along with a Borrowing Base Certificate) no "Funding Request"), which Funding Request shall be delivered not later than 2:00 p.m. 9:00 a.m. (New York CityChicago time), New York timethree (3) at least one Business Day Days prior to the proposed Acquisition Date or the proposed Funding Date; provided that no more than two Advances shall be made in any one calendar week without the Administrative Agent’s prior consent. Each Borrowing Notice (along with a Borrowing Base Certificate) shall , specifying: (i) specify the desired amount of such Advance, which amount must be at least equal to $250,000proposed Acquisition Date or Funding Date, (ii) specify the date amount of such AdvanceAdvance requested, (iii) specify the Assets to be financed on whether, such Funding Date (including the appropriate file number and Outstanding Asset Balance for each Assetwill also be an Acquisition Date, and identifying each Rated Retained Security or Loan by type and whether such Loan is a Senior Loan, Senior B-Note Loan, Subordinated Loan, Acquired Loan, or Participation Loan) and (iv) include a representation that all conditions precedent for an the requested Interest Period. With respect to any Funding Request related to the acquisition of the Property (or leasehold interest therein), in addition to the foregoing, the Construction Agent shall also specify: (i) the Property to be acquired or leased, (ii) the seller or ground lessor of the Property and the related Land Acquisition Cost, and (iii) the Estimated Improvement Costs. Such Loans and Certificate Holder Amounts made with respect to each Advance described in Article III hereof have been met. Each Borrowing Notice shall be irrevocableBase Rate Loans/Certificate Holder Amounts, and the duration of the initial Interest Period with respect to such Advance shall begin on the proposed Acquisition Date or Funding Date and end on the next succeeding Scheduled Payment Date (the "Initial Interest Period"). Each Issuer Subject to timely delivery of a Funding Request and the other terms and conditions of the Operative Documents, each Participant shall promptly thereafter notify the Administrative Agent whether such Issuer has determined to make its Commitment Percentage of the requested Advance available to the Agent Certificate Holder by 1:00 p.m., (Chicago time), on the terms specified by the Seller, and the Issuers shall notify the Administrative Agent of the funding allocation as between them (if other than proportional to their Issuer Purchase Limits)requested Acquisition Date or Funding Date. The Administrative Agent shall promptly thereafter notify the Seller whether the Issuers have determined to make the requested purchase and, if so, whether all of the terms specified by the Seller are acceptable to the Issuers. If the Issuers have determined not to make the entire amount of an Advance requested to be made, Certificate Holder and the Administrative Agent shall promptly send notice calculate the amounts of the proposed Advance Certificate Holder Amounts and the Loans required to all of fund the Liquidity Banks concurrently specifying the date of such requested Advance, the aggregate amount of such Advance to be funded by the Liquidity Banks . No more than one (which amount 1) Funding Request shall be equal to the portion of the Advance not funded by the Issuers), and each such Liquidity Bank’s portion thereof (determined ratably in accordance with its respective Commitment)made during any calendar month. (b) On Except as the date of each AdvanceParticipants may otherwise agree in writing, the applicable Purchasers shall upon satisfaction of the applicable conditions set forth in Article III, make available to the Seller in same day funds, at such bank or other location reasonably designated by Seller in its Borrowing Notice given pursuant to this Section 2.3, an aggregate amount equal to the least of (i) the amount requested by the Seller for such Advance, (ii) an amount equal to the Availability on such Funding Date or (iii) the Facility Amount. (c) Effective on the date of each Advance pursuant to this Section 2.3, the Seller hereby sells and assigns to the Administrative Agent, for the benefit of the Purchasers making such Advance, all Assets listed on the attachment to the Borrowing Notice delivered in connection with such Advance, and the Related Security and Collections with respect thereto. (d) On each Funding Date, the obligation of each Liquidity Bank to remit its pro rata share of each Advance Advances shall be several from that of each other Liquidity Bank and made solely to provide the failure of Construction Agent with funds with which to pay any Liquidity Bank Land Acquisition Costs or to so make such amount available to pay or reimburse itself for Property Improvement Costs, as the Seller shall not relieve any other Liquidity Bank of its obligation hereunder. No Liquidity Bank shall be responsible for the failure of any other Liquidity Bank to make funds available in connection with any Advancecase may be.

Procedures for Advances. (a) Each Advance from a Purchaser hereunder shall be effected by the Seller (or the Servicer on its behalf) delivering to the Administrative Agent (with a copy to the Collateral Custodian and the Backup Servicer) a duly completed Borrowing Notice (along with a Borrowing Base Certificate) no later than 2:00 p.m. 11:00 a.m. (New York City, New York time) at least one two Business Day Days prior to the proposed Funding Date; provided that no more than two four Advances shall be made in any one calendar week month without the Administrative Agent’s prior consent. Each Borrowing Notice (along with a Borrowing Base Certificate) shall (i) specify the desired amount of such Advance, which amount must be at least equal to $250,000, (ii) specify the date of such Advance, (iii) specify the Assets to be financed on such Funding Date (including the appropriate file number and Outstanding Asset Balance for each Asset, and identifying each Rated Retained Security or Loan by type and whether such Loan is a Senior Secured ABL Loan, Senior Secured Loan, B-Note Loan, Subordinated Mezzanine Loan, Acquired Loan, Assigned Loan, or Participation Loan) and (iv) include a representation that all conditions precedent for an Advance described in Article III hereof have been met. Each Borrowing Notice shall be irrevocable. Each Issuer shall promptly thereafter notify the Administrative Agent whether such Issuer has determined to make the requested Advance on the terms specified by the Seller, and the Issuers shall notify the Administrative Agent of the funding allocation as between them (if other than proportional to their Issuer Purchase Limits). The Administrative Agent shall promptly thereafter notify the Seller whether the Issuers have determined to make the requested purchase and, if so, whether all of the terms specified by the Seller are acceptable to the Issuers. If the Issuers have determined not to make the entire amount of an Advance requested to be made, the Administrative Agent shall promptly send notice of the proposed Advance to all of the Liquidity Banks concurrently specifying the date of such Advance, the aggregate amount of such Advance to be funded by the Liquidity Banks (which amount shall be equal to the portion of the Advance not funded by the Issuers), and each such Liquidity Bank’s portion thereof (determined ratably in accordance with its respective Commitment). (b) On the date of each Advance, the applicable Purchasers shall upon satisfaction of the applicable conditions set forth in Article III, make available to the Seller in same day funds, at such bank or other location reasonably designated by Seller in its Borrowing Notice given pursuant to this Section 2.3, an aggregate amount equal to the least of (i) the amount requested by the Seller for such Advance, (ii) an amount equal to the Availability on such Funding Date or (iii) the Facility Amount. (c) Effective on the date of each Advance pursuant to this Section 2.32.2, the Seller hereby sells and assigns to the Administrative Agent, for the benefit of the Purchasers making such Advance, all Assets listed on the attachment to the Borrowing Notice delivered in connection with such Advance, and the Related Security and Collections with respect thereto. (d) On each Funding Date, the obligation of each Liquidity Bank to remit its pro rata share of each Advance shall be several from that of each other Liquidity Bank and the failure of any Liquidity Bank to so make such amount available to the Seller shall not relieve any other Liquidity Bank of its obligation hereunder. No Liquidity Bank shall be responsible for the failure of any other Liquidity Bank to make funds available in connection with any Advance. (e) Notwithstanding the foregoing, an Additional Asset may not be included in the Assets being financed unless (x) if all Pool Concentration Criteria were satisfied immediately prior to giving effect to such inclusion, all Pool Concentration Criteria continue to be satisfied if after giving effect to the inclusion of such Additional Asset or (y) if any Pool Concentration Criteria was not satisfied immediately prior to giving effect to such inclusion, the degree of non-satisfaction of each Pool Concentration Criteria will be maintained or improved after giving effect to the inclusion of such Additional Asset. (f) Notwithstanding the foregoing, (x) no Construction Loan may become an Additional Asset, if after giving effect thereto, the Outstanding Asset Balance of all Construction Loans that are included in the Collateral (expressed as a percentage of Aggregate Outstanding Asset Balance) would exceed the Outstanding Asset Balance (as of the initial Funding Date) of all Construction Loans included in the Collateral on the initial Funding Date (expressed as a percentage of Aggregate Outstanding Asset Balance as of the initial Funding Date), and (y) no Loan due from the Obligor of an Excess Concentration Loan may become an Additional Asset.