Common use of Subsequent Advances Clause in Contracts

Subsequent Advances. (i) Subsequent Advances under the Note will be made only upon the satisfaction of all of the following conditions: (A) The Company shall deliver a Draw Notice to the Company no later than fifteen (15) days prior to the date on which the Company desires the Advance to be made. (B) Any Draw Notice shall be accompanied by a Capital Call Notice in an amount equal to the amount requested pursuant to such Draw Notice, until such time as the aggregate amount of all Capital Calls shall equal One Million Dollars ($1,000,000). (C) All of the representations and warranties made by the Company in this Agreement are true, complete and correct in all material respects on the date of such Draw Notice with the same effect as though such representations and warranties had been made on and as of the date of such Draw Notice. (D) On the date of such Draw Notice, the Company shall have complied with and shall be in compliance with all covenants of the Company in this Agreement. (E) There shall be no continuing Event of Default. (F) The Advance requested pursuant to the Draw Notice shall be made only for the specific purpose of making a strategic acquisition approved in writing by the Investor, and is only in such amount as the Company requires (in combination with any amounts requested pursuant to the accompanying Capital Call Notice) to effectuate such strategic acquisition; provided however, that the Investor shall be deemed to have approved any such strategic acquisition if it has not provided written notice of its disapproval and the reasons therefor to the Company within fifteen (15) days of its receipt of the Draw Notice. (G) The Company shall have submitted its acquisition plan to the Investor for review, and shall have received the Investor's prior written approval for such acquisition; provided, however, that the Investor shall be deemed to have approved any such acquisition plan if it has not provided written notice of its disapproval and the reasons therefor to the Company within fifteen (15) days of its receipt of such acquisition plan. (H) The Company and the Investor shall have reached a written agreement with respect to the adjustments to the Projected Net Income, Projected EBITDA and Schedule 8.11 to reflect the impact of the proposed acquisition. (ii) Each Advance (including any Initial Advance made at Closing) shall reduce the amount available for Subsequent Advances under the Note by the amount of such Advance, such that the aggregate amount of all Advances made under the Note may never exceed an aggregate of One Million Dollars ($1,000,000). Amounts repaid under the Note shall not reinstate any amount available for Draws under the Note, except that amounts of the Initial Advance which are repaid when due shall be reinstated and available for Draws under the Note.

Subsequent Advances. The obligation of Lender to make any advance hereunder (iincluding the initial advance) Subsequent Advances under the Note will shall be made only upon the satisfaction of all of the following conditions: (A) The Company shall deliver a Draw Notice subject to the Company no later than fifteen (15) days prior to the date on which the Company desires the Advance to be made. (B) Any Draw Notice shall be accompanied by a Capital Call Notice in an amount equal to the amount requested pursuant to such Draw Noticefurther conditions precedent that, until such time as the aggregate amount of all Capital Calls shall equal One Million Dollars ($1,000,000). (C) All of the representations and warranties made by the Company in this Agreement are true, complete and correct in all material respects on the date of such Draw Notice with the same effect as though such representations and warranties had been made on and as of the date of such Draw Notice.advance, which shall be within the Funding Period: (Da) On the representations and warranties of Guarantor and Borrower set forth in this Agreement shall be accurate, before and after giving effect to such advance or issuance and to the application of any proceeds thereof; (b) no Default or Event of Default has occurred and is continuing, or would result from such advance or issuance or from the application of any proceeds thereof; (c) no material adverse change has occurred in the Borrower's or any of Guarantor's businesses, operations, financial conditions, or assets or in the prospect of repayment of the Outstanding Facility Amount; (d) Lender shall have received such other approvals, opinions or documents as Lender shall reasonably request; (e) Borrower shall submit to Lender a completed Request for Advance in the form and substance of Exhibit "A" attached hereto at least three (3) Business Days prior to the date of such Draw Noticeadvance and the Lender shall have consented in writing to the making of such advance; (f) after giving effect to such advances, the Company shall have complied Outstanding Facility Amount does not exceed the Facility Amount; (g) after giving effect to such advance, there is no deficiency with and shall be in compliance with all covenants of the Company in this Agreement. (E) There shall be no continuing Event of Default. (F) The Advance requested pursuant respect to the Draw Notice shall be made only for Availability on Eligible Accounts; (h) if requested the specific purpose of making a strategic acquisition approved in writing by the Investor, and is only in such amount as the Company requires (in combination with any amounts requested pursuant to the accompanying Capital Call Notice) to effectuate such strategic acquisition; provided however, that the Investor shall be deemed to have approved any such strategic acquisition if it has not provided written notice of its disapproval and the reasons therefor to the Company within fifteen (15) days of its receipt of the Draw Notice. (G) The Company shall have submitted its acquisition plan to the Investor for review, and Lender shall have received the Investorrelated receivable file for each Eligible Asset Pool included in the Availability on Eligible Accounts calculations; (i) the Lender shall have received all requested audit and financial reports; (j) the proceeds are to be used in the Borrower's prior written approval ordinary course of business, solely in its operations for such acquisition; providedcosts and expenses incurred in the purchasing of Eligible Asset Pools, however, that the Investor shall be deemed to have approved any such acquisition plan if it has not provided written notice of its disapproval and the reasons therefor to the Company within fifteen (15) days of its receipt collection of such acquisition plan. Accounts or otherwise incurred in Borrower's ordinary course of business, and for payments to Lender (Hk) The Company the Borrower is and the Investor shall have reached a written agreement with respect continues to the adjustments to the Projected Net Incomebe an entity separate and distinct from all other Persons and entities, Projected EBITDA including PRA and Schedule 8.11 to reflect the impact each of the proposed acquisitionother Guarantors and (l) any other condition deemed necessary by Lender has been satisfied. (ii) Each Advance (including any Initial Advance made at Closing) shall reduce the amount available for Subsequent Advances under the Note by the amount of such Advance, such that the aggregate amount of all Advances made under the Note may never exceed an aggregate of One Million Dollars ($1,000,000). Amounts repaid under the Note shall not reinstate any amount available for Draws under the Note, except that amounts of the Initial Advance which are repaid when due shall be reinstated and available for Draws under the Note.

Subsequent Advances. (i) Subject to SECTION 6.2, in addition to the terms and conditions otherwise contained herein, Lender shall make Subsequent Advances upon receipt of a request from Borrower therefor in writing with seven Business Days' advance notice, together with a description of the use of proceeds thereof. Borrower shall not be entitled to receive more than one Advance per month. The obligation of Lender to make each Subsequent Advance under the Note will be made only Loan is conditioned upon the satisfaction of all of the following conditionsfollowing: (Aa) The Company shall deliver a Draw Notice to the Company no later than fifteen (15) days prior to the date on which the Company desires the Advance to be made. (B) Any Draw Notice shall be accompanied by a Capital Call Notice in an amount equal to the amount requested pursuant to such Draw Notice, until such time as the aggregate amount of all Capital Calls shall equal One Million Dollars ($1,000,000). (C) All of the representations and warranties made by the Company contained in this Agreement are true, complete and the Security Agreement shall be true and correct in all material respects on the date of such Draw Notice with the same effect as though such representations and warranties had been made on and as of the date of such Draw Notice.Subsequent Advance, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date); (Db) On no Default or Event of Default shall have occurred and be continuing on the date of such Draw NoticeSubsequent Advance, nor shall either result from the making thereof, (c) no injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the Company Subsequent Advance shall have complied been issued and remain in force by any Governmental Authority against Borrower, Lender, or any of their Affiliates; (d) no Material Adverse Change shall have occurred; (e) Borrower shall have filed with the Securities and Exchange Commission its Annual Report on Form 10-K for the fiscal year ended March 31, 2001, containing therein from Borrower's independent public accountants an unqualified opinion on Borrower's financial statements; (f) All software (including without limitation the source code thereto) developed pursuant to that certain Agreement for Professional Services dated September 27, 2000 by and among Borrower and NetChemistry, Inc. ("NetChemistry") and all Work Product, as that term is defined in that certain Professional Consulting Services Agreement dated March 21, 2001 by and among Borrower and NetChemistry (including the software and the source code thereto), shall be (a) placed in compliance with all covenants of the Company in this Agreement. (E) There shall an independent escrow account, governed by an escrow agreement providing that such software and Work Product be no continuing released to Lender upon an Event of Default.; (b) registered with the United States Copyright Office in the name of Borrower and Lender shall have recorded an assignment of interest thereto; and (c) subject to the Security Agreement; (Fg) The Advance requested pursuant to the Draw Notice shall be made only for the specific purpose of making a strategic acquisition approved in writing by the Investor, and is only in such amount as the Company requires (in combination with any amounts requested pursuant to the accompanying Capital Call Notice) to effectuate such strategic acquisition; provided however, that the Investor shall be deemed to have approved any such strategic acquisition if it has not provided written notice of its disapproval and the reasons therefor to the Company within fifteen (15) days of its receipt of the Draw Notice. (G) The Company shall have submitted its acquisition plan to the Investor for review, and Lender shall have received a Secretary's Certificate, executed by Borrower's Secretary, confirming that Company shall use the Investorproceeds of each Subsequent Advance in accordance with Borrower's prior written approval for such acquisition; provided, however, that the Investor shall be deemed to have approved any such acquisition plan if it has not provided written notice of its disapproval and the reasons therefor to the Company within fifteen (15) days of its receipt of such acquisition planBusiness Plan Budget. (H) The Company and the Investor shall have reached a written agreement with respect to the adjustments to the Projected Net Income, Projected EBITDA and Schedule 8.11 to reflect the impact of the proposed acquisition. (ii) Each Advance (including any Initial Advance made at Closing) shall reduce the amount available for Subsequent Advances under the Note by the amount of such Advance, such that the aggregate amount of all Advances made under the Note may never exceed an aggregate of One Million Dollars ($1,000,000). Amounts repaid under the Note shall not reinstate any amount available for Draws under the Note, except that amounts of the Initial Advance which are repaid when due shall be reinstated and available for Draws under the Note.

Subsequent Advances. (ia) On any Subsequent Advances Purchase Date during the Purchase Period, subject to the satisfaction of the conditions set forth in paragraph (b) of this Section 2.14 and Section 2.2 of the Insurance Agreement, the Noteholder shall pay to or upon the order of the Trust, a sum equal to its Percentage Interest of the Purchase Price of the related Subsequent Mortgage Loans (each a "Subsequent Advance") and in consideration thereof, the Trust hereby pledges, to the Indenture Trustee, for the benefit of the Noteholder and the Note Insurer, all right, title and interest of the Trust in and to all Subsequent Mortgage Loans now and hereafter arising, including the outstanding principal of, and interest due on and after the related Subsequent Purchase Date on, such Subsequent Mortgage Loans, and all other assets in the Trust Estate relating to the Subsequent Mortgage Loans. In connection with such pledge, and pursuant to Section 2.09 of the Sale and Servicing Agreement, the Trust does hereby also irrevocably pledge to the Indenture Trustee, for the benefit of the Noteholder and the Note Insurer, all of its rights under the Note will Sale and Servicing Agreement, the related Subsequent Contribution Agreement and the related Subsequent Transfer Agreement, including, without limitation, its right to exercise the remedies created by Section 4.02 of the Sale and Servicing Agreement for defective documentation and for breaches of representations and warranties with respect to the Mortgage Loans contained in Sections 3.01, 3.02, 3.03 and 4.01 of the Sale and Servicing Agreement. (b) Each transfer of Mortgage Loans to the Trust, and each Subsequent Advance shall be made only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Purchase Date: (i) in the case of a Subsequent Advance, the Originators shall have (x) provided the Trust, the Depositor, the Indenture Trustee, the Collateral Agent, the Note Insurer and the Initial Purchaser with a Notice of Borrowing at least three (3) Business Days prior to the Subsequent Purchase Date, which notice shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, (y) provided to the Note Insurer and the Liquidity Agent acting on its behalf, such loan level information as is generally provided to the lead underwriter for securitizations entered into by the Servicer and the Originators for purposes of calculation of the Market Value of the Mortgage Loans and (z) provided any other information reasonably and timely requested by any of the foregoing parties with respect to the Subsequent Mortgage Loans; (ii) the Servicer shall have delivered to the Note Insurer the report described in Section 7.16(a) of the Sale and Servicing Agreement; (iii) as of each Subsequent Purchase Date, neither the Originators nor the Depositor shall be insolvent, neither shall be made insolvent by such transfer and neither shall be aware of any pending insolvency; (iv) such Subsequent Transfer shall not result in a material adverse tax consequence to the Trust or the Holder of the Note; (v) in the case of a Subsequent Advance, no Default or Event of Default shall have occurred and be continuing; (vi) the Depositor and the Trust shall have delivered to the Indenture Trustee an executed copy of a Subsequent Transfer Agreement, substantially in the form of Exhibit F to the Sale and Servicing Agreement, (vii) the Trust and the Indenture Trustee shall have executed a Subsequent Pledge Agreement, substantially in the form of Exhibit B hereto; (viii) in the case of a Subsequent Advance, a Trigger Event shall not have occurred and be continuing on such Subsequent Purchase Date, nor shall a Trigger Event occur as a result of such transfer and no event has occurred and is continuing or would result from such Subsequent Advance which, with the giving of notice or the passage of time, or both, would constitute a Trigger Event; (ix) in the case of a Subsequent Advance, the Class A Note Principal Balance after giving effect to the Subsequent Advance in respect of such Subsequent Purchase Date would not exceed $200 million; (x) the amount of the Subsequent Advance is at least $5 million; (xi) all of the following conditions: documents required to be delivered pursuant to Section 2.05 of the Sale and Servicing Agreement have been so delivered in accordance with the terms thereof and the Note Insurer shall have received a Certification from the Collateral Agent pursuant to Section 2.06(b) of the Sale and Servicing Agreement confirming such delivery (Awith no exceptions) The Company shall deliver a Draw Notice to the Company no not later than fifteen 2:00 P.M. (15New York City, New York time) days prior to on the Business Day preceding the date on which the Company desires the such Subsequent Advance is to be made; (xii) the Final Purchase Date shall not have occurred; (xiii) in the case of a Subsequent Advance, the Holder shall have received a Notice of Borrowing in the form attached hereto as Exhibit E, duly executed by the Originators, not later than 2:00 P.M. (New York City, New York time) on the Business Day preceding the date on which such Subsequent Advance is requested to be made; (xiv) the Indenture Trustee and the Note Insurer shall have received an Officer's Certificate of the Depositor certifying that all of the conditions precedent in this Section 2.14(b) have been satisfied; and (xv) the Note Insurer, or Liquidity Agent acting on its behalf, shall prepare and deliver a report determining the Market Value of the Mortgage Loans to the Note Insurer and the Servicer. (Bc) Any Draw Notice shall be accompanied by a Capital Call Notice in an amount equal to In connection with the amount requested pursuant to such Draw Noticetransfer, until such time as the aggregate amount of all Capital Calls shall equal One Million Dollars ($1,000,000). (C) All assignment and pledge of the representations Subsequent Mortgage Loans, the Originators and warranties made by the Company Depositor shall satisfy the document delivery requirements set forth in this Agreement are true, complete and correct in all material respects on the date of such Draw Notice with the same effect as though such representations and warranties had been made on and as Section 2.05 of the date of such Draw Notice. (D) On the date of such Draw Notice, the Company shall have complied with Sale and shall be in compliance with all covenants of the Company in this Servicing Agreement. (E) There shall be no continuing Event of Default. (F) The Advance requested pursuant to the Draw Notice shall be made only for the specific purpose of making a strategic acquisition approved in writing by the Investor, and is only in such amount as the Company requires (in combination with any amounts requested pursuant to the accompanying Capital Call Notice) to effectuate such strategic acquisition; provided however, that the Investor shall be deemed to have approved any such strategic acquisition if it has not provided written notice of its disapproval and the reasons therefor to the Company within fifteen (15) days of its receipt of the Draw Notice. (G) The Company shall have submitted its acquisition plan to the Investor for review, and shall have received the Investor's prior written approval for such acquisition; provided, however, that the Investor shall be deemed to have approved any such acquisition plan if it has not provided written notice of its disapproval and the reasons therefor to the Company within fifteen (15) days of its receipt of such acquisition plan. (H) The Company and the Investor shall have reached a written agreement with respect to the adjustments to the Projected Net Income, Projected EBITDA and Schedule 8.11 to reflect the impact of the proposed acquisition. (ii) Each Advance (including any Initial Advance made at Closing) shall reduce the amount available for Subsequent Advances under the Note by the amount of such Advance, such that the aggregate amount of all Advances made under the Note may never exceed an aggregate of One Million Dollars ($1,000,000). Amounts repaid under the Note shall not reinstate any amount available for Draws under the Note, except that amounts of the Initial Advance which are repaid when due shall be reinstated and available for Draws under the Note.

Subsequent Advances. (i) Subsequent Advances under In addition to the Note will be terms and conditions otherwise contained herein, the obligation of Lender to make each Advance after the initial Advance made only upon the satisfaction of all pursuant to Section 7.1 is conditioned on each of the following conditions: (A) The Company shall deliver conditions having been satisfied in a Draw Notice manner acceptable to the Company no later than fifteen (15) days prior to the date on which the Company desires the Advance to be made. (B) Any Draw Notice shall be accompanied by a Capital Call Notice Lender, in an amount equal to the amount requested pursuant to such Draw NoticeLender’s sole discretion, until such time as the aggregate amount of all Capital Calls shall equal One Million Dollars ($1,000,000). (C) All of the representations and warranties made by the Company in this Agreement are true, complete and correct in all material respects on the date of such Draw Notice with the same effect as though such representations and warranties had been made on and as of the date of such Draw NoticeAdvance: (a) Lender shall have received evidence satisfactory to Lender that the representations and warranties of Borrower in the Credit Documents are true and accurate and not misleading. (Db) On The Credit Documents shall be in full force and effect, and the liens and security interests granted to Lender thereby shall be perfected and in full force and effect with the priorities described therein. (c) If applicable, any subordination and intercreditor agreements with creditors of Borrower required by Lender shall have been duly authorized and executed by the respective subordinating creditors and Lender and consented to by Borrower and Lender shall have received a true and correct copy of each of any notes or related documents. (d) If applicable, the Landlord Consents with respect to the Leases existing as of the date of such Draw Notice, the Company Advance shall have complied with been duly authorized, executed and delivered by Landlords to Lender in form and substance acceptable to Lender in its sole discretion (e) Lender shall be have received all fees, costs and expenses specified in compliance with all covenants of the Company in this AgreementCredit Documents as are then due and payable by Borrower to Lender. (Ef) There Lender shall be no continuing Event have received evidence that the insurance required under the Credit Documents is in full force and effect, that Lender is named as a loss payee thereunder, and that each of Defaultsuch insurance policies includes a provision requiring the insurer to provide Lender at least thirty (30) days prior written notice of the cancellation, expiration, termination or any change in the coverage afforded thereby. (Fg) The Advance requested pursuant to the Draw Notice No Default or Event of Default shall be made only for the specific purpose of making a strategic acquisition approved in writing by the Investor, and is only in such amount as the Company requires (in combination with any amounts requested pursuant to the accompanying Capital Call Notice) to effectuate such strategic acquisition; provided however, that the Investor shall be deemed to have approved any such strategic acquisition if it has not provided written notice of its disapproval and the reasons therefor to the Company within fifteen (15) days of its receipt of the Draw Noticeexist. (Gh) The Company All proceedings to be taken in connection with such Advance and all documents incident thereto shall have submitted its acquisition plan be satisfactory in form and substance to the Investor for review, and Lender. (i) Lender shall have received the Investor's a Compliance Certificate dated not more than five (5) days prior written approval for such acquisition; provided, however, that the Investor shall be deemed to have approved any such acquisition plan if it has not provided written notice of its disapproval and the reasons therefor to the Company within fifteen (15) days of its receipt of such acquisition planAdvance. (H) The Company and the Investor shall have reached a written agreement with respect to the adjustments to the Projected Net Income, Projected EBITDA and Schedule 8.11 to reflect the impact of the proposed acquisition. (ii) Each Advance (including any Initial Advance made at Closing) shall reduce the amount available for Subsequent Advances under the Note by the amount of such Advance, such that the aggregate amount of all Advances made under the Note may never exceed an aggregate of One Million Dollars ($1,000,000). Amounts repaid under the Note shall not reinstate any amount available for Draws under the Note, except that amounts of the Initial Advance which are repaid when due shall be reinstated and available for Draws under the Note.

Subsequent Advances. (i) Subsequent Advances under In addition to the Note will be terms and conditions otherwise contained herein, the obligation of Lender to make each Facility A Advance after the initial Advance made only upon the satisfaction of all pursuant to Section 6.1 is conditioned on each of the following conditions: (A) The Company shall deliver conditions having been satisfied in a Draw Notice manner acceptable to the Company no later than fifteen (15) days prior to the date on which the Company desires the Advance to be made. (B) Any Draw Notice shall be accompanied by a Capital Call Notice Lender, in an amount equal to the amount requested pursuant to such Draw NoticeLender's sole and absolute discretion, until such time as the aggregate amount of all Capital Calls shall equal One Million Dollars ($1,000,000). (C) All of the representations and warranties made by the Company in this Agreement are true, complete and correct in all material respects on the date of such Draw Notice with the same effect as though such representations and warranties had been made on and as of the date of such Draw NoticeAdvance: (a) Lender shall have received evidence satisfactory to Lender that the representations and warranties of Borrower in the Loan Documents are true and accurate and not misleading. (Db) On The Subordination and Intercreditor Agreements required by Lender shall have duly authorized and executed by the respective subordinating creditors and Lender and consented to by the Borrower. (c) Lender shall have received a true and correct copy of each of the Subordinated Notes required by Lender to be in effect as of the date of such Draw NoticeAdvance, and all security agreements and other instruments securing such Subordinated Notes, each bearing the Company legend required by the related Subordination and Intercreditor Agreement, and the Lender shall have complied with approved the terms and conditions thereof. (d) The Loan Documents shall be in compliance full force and effect, and the Liens and security interests granted to Lender thereby shall be perfected and in full force and effect with all covenants of the Company in this Agreementpriorities described therein. (Ee) There shall be no continuing Event of Default. (F) The Advance requested pursuant to If applicable, the Draw Notice shall be made only for the specific purpose of making a strategic acquisition approved in writing by the Investor, and is only in such amount as the Company requires (in combination with any amounts requested pursuant to the accompanying Capital Call Notice) to effectuate such strategic acquisition; provided however, that the Investor shall be deemed to have approved any such strategic acquisition if it has not provided written notice of its disapproval and the reasons therefor to the Company within fifteen (15) days of its receipt of the Draw Notice. (G) The Company shall have submitted its acquisition plan to the Investor for review, and shall have received the Investor's prior written approval for such acquisition; provided, however, that the Investor shall be deemed to have approved any such acquisition plan if it has not provided written notice of its disapproval and the reasons therefor to the Company within fifteen (15) days of its receipt of such acquisition plan. (H) The Company and the Investor shall have reached a written agreement Landlord Consents with respect to the adjustments to the Projected Net Income, Projected EBITDA and Schedule 8.11 to reflect the impact Leases existing as of the proposed acquisitiondate of such Advance shall have been duly authorized, executed and delivered by Landlords to Lender in form and substance acceptable to Lender in its sole and absolute discretion (f) Lender shall have received all fees, costs and expenses specified in the Loan Documents as are then due and payable by Borrower to Lender. (iig) Each Advance (including any Initial Advance made at Closing) Lender shall reduce have received evidence that the amount available for Subsequent Advances insurance required under the Note by the amount Loan Documents is in full force and effect, that Lender is named as a loss payee thereunder, and that each of such Advance, such that insurance polices includes a provision requiring the aggregate amount of all Advances made under the Note may never exceed an aggregate of One Million Dollars ($1,000,000). Amounts repaid under the Note shall not reinstate any amount available for Draws under the Note, except that amounts insurer to provide Lender at least 30 days' prior written notice of the Initial cancellation, expiration, termination or any change in the coverage afforded thereby. (h) No Default or Event of Default shall exist. (i) All proceedings to be taken in connection with such Advance which are repaid when due and all documents incident thereto shall be reinstated satisfactory in form and available for Draws under substance to Lender. (j) Lender shall have received a Compliance Certificate dated not more than 5 days prior to the NoteAdvance.

Subsequent Advances. The obligations of the Lenders to make advances of all or any portion of the balance of the Loan hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent (or its counsel) shall have received: (i) Subsequent Advances under the Note will be made only upon the satisfaction of all A continuation or endorsement of the following conditions:Title Insurance Policy, which continuation or endorsement shall state that since the disbursement of the Initial Advance there have been no changes in the state of title to the Premises and that there are no additional survey exceptions not previously approved by the Lender and shall increase the amount of the Title Insurance Policy by an amount equal to all or the portion of the balance of the Loan being advanced. (Aii) The Company shall deliver a Draw Notice If requested by the Administrative Agent, evidence that all past and current taxes and assessments then due which are applicable to the Company no later than fifteen Premises have been paid prior to the same becoming delinquent. (15iv) days Evidence satisfactory to the Administrative Agent that all premiums in respect of the increase to the amount of insurance provided by the Title Insurance Policy, and the mortgage recording tax, have been paid. (v) All fees and other amounts due and payable to the Administrative Agent and the Lenders on or prior to the date on which of such advance, including, to the Company desires the Advance extent invoiced, reimbursement or payment of all out-of-pocket expenses (including, without limitation, attorneys' fees and expenses) required to be madereimbursed or paid by the Borrower hereunder or under any other agreement between the Administrative Agent and the Borrower. (Bb) Any Draw Notice No circumstance shall be accompanied by exist which would constitute a Capital Call Notice in an amount equal to the amount requested pursuant to such Draw Notice, until such time as the aggregate amount of all Capital Calls shall equal One Million Dollars ($1,000,000)material Default under this Agreement or any other Transaction Document. (Cc) All of the representations and warranties made by Borrower and the Company Guarantor in this Agreement and each other Transaction Document are true, complete true and correct in all material respects on the date of such Draw Notice with the same effect as though such representations and warranties had been made on and as of the date of such Draw Noticerespects. (Dd) On the date of such Draw Notice, the Company The Improvements shall not have been materially damaged by fire or other casualty unless there shall have complied with and shall be been received by the Administrative Agent, or a person approved by the Administrative Agent, insurance proceeds sufficient in compliance with all covenants the judgment of the Company in this AgreementAdministrative Agent, to effect satisfactory restoration of the Improvements. (Ee) There All other conditions of the Administrative Agent for the funding of the Loan shall have been met to the satisfaction of the Administrative Agent. The Administrative Agent agrees to cooperate with the Borrower in accepting mortgages by assignment and in executing necessary documentation in connection therewith, provided, that all such mortgages and documentation shall be no continuing Event of Default. (F) The Advance requested pursuant satisfactory to the Draw Notice shall be made only for the specific purpose of making a strategic acquisition approved in writing by the Investor, and is only in such amount as the Company requires (in combination with any amounts requested pursuant to the accompanying Capital Call Notice) to effectuate such strategic acquisition; provided however, that the Investor shall be deemed to have approved any such strategic acquisition if it has not provided written notice of its disapproval and the reasons therefor to the Company within fifteen (15) days of its receipt of the Draw NoticeAdministrative Agent. (G) The Company shall have submitted its acquisition plan to the Investor for review, and shall have received the Investor's prior written approval for such acquisition; provided, however, that the Investor shall be deemed to have approved any such acquisition plan if it has not provided written notice of its disapproval and the reasons therefor to the Company within fifteen (15) days of its receipt of such acquisition plan. (H) The Company and the Investor shall have reached a written agreement with respect to the adjustments to the Projected Net Income, Projected EBITDA and Schedule 8.11 to reflect the impact of the proposed acquisition. (ii) Each Advance (including any Initial Advance made at Closing) shall reduce the amount available for Subsequent Advances under the Note by the amount of such Advance, such that the aggregate amount of all Advances made under the Note may never exceed an aggregate of One Million Dollars ($1,000,000). Amounts repaid under the Note shall not reinstate any amount available for Draws under the Note, except that amounts of the Initial Advance which are repaid when due shall be reinstated and available for Draws under the Note.

Subsequent Advances. The obligation of Lender to make any advance hereunder (iincluding the initial advance) Subsequent Advances under the Note will shall be made only upon the satisfaction of all of the following conditions: (A) The Company shall deliver a Draw Notice subject to the Company no later than fifteen (15) days prior to the date on which the Company desires the Advance to be made. (B) Any Draw Notice shall be accompanied by a Capital Call Notice in an amount equal to the amount requested pursuant to such Draw Noticefurther conditions precedent that, until such time as the aggregate amount of all Capital Calls shall equal One Million Dollars ($1,000,000). (C) All of the representations and warranties made by the Company in this Agreement are true, complete and correct in all material respects on the date of such Draw Notice with the same effect as though such representations and warranties had been made on and as of the date of such Draw Notice. advance: (Da) On the representations and warranties of Perimeter and each Related Party set forth in this Agreement and any other Loan Document shall be accurate in all material respects, before and after giving effect to such advance or issuance and to the application of any proceeds thereof, except to the extent that such representations and warranties expressly relate to a specific date, in which case they shall have been accurate in all material respects as of such specified date; (b) no Default or Event of Default has occurred and is continuing, upon notice to Borrower, or would result from such advance or issuance or from the application of any proceeds thereof; (c) no Material Adverse Change has occurred in Borrower’s, Perimeter’s or any Corporate Guarantor’s business, operations, financial condition, or assets or in the prospect of repayment of the Indebtedness; (d) Lender shall have reviewed and approved the Consumer Loans which will become Eligible Receivables; (e) Lender shall have received a Borrowing Base Certificate in the form and substance of Exhibit “A” attached hereto from Borrower executed by an Authorized Representative of Borrower, at least five (5) Business Days prior to the date of such Draw Notice, the Company shall have complied with and shall be in compliance with all covenants of the Company in this Agreement. requested advance; (Ef) There shall be no continuing Event of Default. (F) The Advance requested pursuant to the Draw Notice shall be made only for the specific purpose of making a strategic acquisition approved in writing by the Investor, and is only in such amount as the Company requires (in combination with any amounts requested pursuant to the accompanying Capital Call Notice) to effectuate such strategic acquisition; provided however, that the Investor shall be deemed to have approved any such strategic acquisition if it has not provided written notice of its disapproval and the reasons therefor to the Company within fifteen (15) days of its receipt of the Draw Notice. (G) The Company shall have submitted its acquisition plan to the Investor for review, and Custodian shall have received the Investor's at least five (5) Business Days prior written approval for such acquisition; provided, however, that the Investor shall be deemed to have approved any such acquisition plan if it has not provided written notice of its disapproval and the reasons therefor to the Company within fifteen (15) days date of its receipt of such acquisition plan. (H) The Company and the Investor shall have reached a written agreement requested advance the Custodian Deliverables with respect to each Receivable covered by the adjustments Borrowing Base Certificate delivered by Borrower with the subject advance request; (g) Lender shall have received a Custodian Certificate from Custodian at least three (3) Business Days prior to the Projected Net Income, Projected EBITDA and Schedule 8.11 to reflect the impact date of the proposed acquisitionrequested advance certifying that Custodian has received the items in clause (f) of this Section 4.2; and (h) Lender shall have received such other approvals, opinions or documents as Lender shall reasonably request. (ii) Each Advance (including any Initial Advance made at Closing) shall reduce the amount available for Subsequent Advances under the Note by the amount of such Advance, such that the aggregate amount of all Advances made under the Note may never exceed an aggregate of One Million Dollars ($1,000,000). Amounts repaid under the Note shall not reinstate any amount available for Draws under the Note, except that amounts of the Initial Advance which are repaid when due shall be reinstated and available for Draws under the Note.

Subsequent Advances. (i) Subsequent The obligation of Lender to fund the ------------------- subsequent Advances under on the Note will be made only upon date of any Advance is subject to the satisfaction fulfillment, on or prior to such date, of all each of the following conditions: (Aa) An Event of Default (as herein defined) shall not have occurred and be continuing; (b) Borrower shall have delivered a Closing Certificate (in a form acceptable to Lender), executed by Borrower; and (c) Borrower shall have delivered to Lender a Closing Statement (in a form acceptable to Lender), executed by Borrower. 4. The Company shall deliver a Draw Notice obligations of Borrower in connection with and/or relating to the Company no later than fifteen Additional Loan are further evidenced and/or secured by the Loan Documents. In connection therewith: (15a) days prior Each of the New Subsidiaries (as defined in the execution pages hereof) hereby agree to be a party to and subject to the date on which Guaranty in accordance with its terms. Without limiting the Company desires foregoing, each of the Advance New Subsidiaries guarantees to be made. Lender the full and prompt payment and performance of (Ba) Any Draw Notice shall be accompanied the indebtedness evidenced by a Capital Call Notice in an amount equal the Notes, including, without limitation, principal and any and all interest accrued or to accrue thereon, (b) the obligations of Borrower to Lender pursuant to the amount requested Notes, the Loan Agreement and any and all other instruments, documents and/or agreements now or hereafter further evidencing, securing or otherwise related to the indebtedness evidenced by the Notes (collectively the "Loan Documents") and (c) any and all other indebtedness and other obligations of Borrower to Lender, direct or contingent (including but not limited to obligations incurred as indorser, guarantor or surety), however evidenced or denominated, and however and whenever incurred, including but not limited to indebtedness incurred pursuant to such Draw Notice, until such time any present or future commitment of Lender to Borrower (the aforesaid indebtedness and other obligations are sometimes herein collectively referred to as the aggregate amount of all Capital Calls shall equal One Million Dollars ($1,000,000"Guaranteed Obligations"). (Cb) All Each of the representations New Subsidiaries agree to be a party to and warranties made by subject to the Company Guarantor Security Agreement in this Agreement are trueaccordance with its terms. Without limiting the foregoing, complete and correct in all material respects on the date of such Draw Notice with the same effect as though such representations and warranties had been made on and as each of the date of such Draw Notice. New Subsidiaries (D"Grantor") On hereby grants to Lender a security interest in the date of such Draw Notice, the Company shall have complied with following described property and shall be in compliance with any and all covenants of the Company in this Agreement. (E) There shall be no continuing Event of Default. (F) The Advance requested pursuant to the Draw Notice shall be made only for the specific purpose of making a strategic acquisition approved in writing by the Investor, proceeds and is only in such amount as the Company requires (in combination with any amounts requested pursuant to the accompanying Capital Call Notice) to effectuate such strategic acquisition; provided however, that the Investor shall be deemed to have approved any such strategic acquisition if it has not provided written notice of its disapproval products thereto and the reasons therefor to the Company within fifteen (15) days of its receipt of the Draw Notice. (G) The Company shall have submitted its acquisition plan to the Investor for review, and shall have received the Investor's prior written approval for such acquisition; provided, however, that the Investor shall be deemed to have approved any such acquisition plan if it has not provided written notice of its disapproval and the reasons therefor to the Company within fifteen (15) days of its receipt of such acquisition plan. (H) The Company and the Investor shall have reached a written agreement with respect to the adjustments to the Projected Net Income, Projected EBITDA and Schedule 8.11 to reflect the impact of the proposed acquisition. (ii) Each Advance (including any Initial Advance made at Closing) shall reduce the amount available for Subsequent Advances under the Note by the amount of such Advance, such that the aggregate amount of all Advances made under the Note may never exceed an aggregate of One Million Dollars ($1,000,000). Amounts repaid under the Note shall not reinstate any amount available for Draws under the Note, except that amounts of the Initial Advance which are repaid when due shall be reinstated and available for Draws under the Note.accessions thereto:

Subsequent Advances. The obligation of any Lender to make any subsequent Advance or to issue Letters of Credit under this Second Restated Agreement shall be subject to the following additional conditions precedent: A. As of the date of the making of such Advance or the issuing of a Letter of Credit, there shall not exist any Default or Event of Default. B. Borrowers and the Guarantors shall have performed and complied with all agreements and conditions contained herein and in each of the Loan Documents which are required to be performed or complied with before or on the date of such Advance. C. As of the date of making such Advance or the issuing of a Letter of Credit, no change that would cause a Material Adverse Effect shall have occurred. D. In the case of any Borrowing representing Revolving Credit Loans, the Agent shall have received an appropriate Notice of Revolving Credit Advance or Letter of Credit Agreement dated as of the date of a Borrowing signed by a Responsible Officer of Borrowers. All of the statements contained in such Notice of Revolving Credit Advance shall be true and correct, and such Notice of Revolving Credit Advance shall contain a certification by such officer that, as of the date thereof, (i) Subsequent Advances under the Note will be made only upon the satisfaction of all of the following conditions: (A) The Company shall deliver a Draw Notice to the Company no later than fifteen (15) days prior to the date on which the Company desires the Advance to be made. (B) Any Draw Notice shall be accompanied by a Capital Call Notice in an amount equal to the amount requested pursuant to such Draw Notice, until such time as the aggregate amount of all Capital Calls shall equal One Million Dollars ($1,000,000). (C) All of the representations and warranties made by the Company of Borrowers contained in this Second Restated Agreement and each of the Loan Documents executed by Borrowers are truetrue and correct, complete (ii) no event has occurred and correct is continuing, or would result from the Borrowing, which constitutes a Default or an Event of Default, and (iii) such other facts as Lenders may request. As to Advances of Steam Supply Loans after the Effective Date of this Second Restated Agreement, a duly executed Notice of Steam Supply Advance dated as of the date of a Borrowing signed by a Responsible Officer of Borrowers, together with all supporting documents executed, delivered or required under the terms of the Steam Supply Credit Agreement for the Borrowers to fund the Steam Supply Loans to the Steam Supply Group. All of the statements contained in such Notice of Steam Supply Advance shall be true and correct, and such Notice of Steam Supply Advance shall contain a certification by such officer that, as of the date thereof, (i) all of the representations and warranties of Borrowers contained in this Second Restated Agreement and each of the Loan Documents executed by Borrowers are true and correct, (ii) no event has occurred and is continuing, or would result from the Borrowing, which constitutes a Default or an Event of Default, and (iii) such other facts as Lenders may request. E. The representations and warranties contained in each of the Loan Documents shall be true in all material respects on the date of making of such Draw Notice Advance or the issuing of a Letter of Credit, with the same force and effect as though such representations and warranties had been made on and as of the date of such Draw Noticethat date. (D) On the date of such Draw Notice, the Company shall have complied with and shall be in compliance with all covenants of the Company in this Agreement. (E) There shall be no continuing Event of Default. (F) The Advance requested pursuant to the Draw Notice shall be made only for the specific purpose of making a strategic acquisition approved in writing by the Investor, and is only in such amount as the Company requires (in combination with any amounts requested pursuant to the accompanying Capital Call Notice) to effectuate such strategic acquisition; provided however, that the Investor shall be deemed to have approved any such strategic acquisition if it has not provided written notice of its disapproval and the reasons therefor to the Company within fifteen (15) days of its receipt of the Draw Notice. (G) The Company shall have submitted its acquisition plan to the Investor for review, and shall have received the Investor's prior written approval for such acquisition; provided, however, that the Investor shall be deemed to have approved any such acquisition plan if it has not provided written notice of its disapproval and the reasons therefor to the Company within fifteen (15) days of its receipt of such acquisition plan. (H) The Company and the Investor shall have reached a written agreement with respect to the adjustments to the Projected Net Income, Projected EBITDA and Schedule 8.11 to reflect the impact of the proposed acquisition. (ii) Each Advance (including any Initial Advance made at Closing) shall reduce the amount available for Subsequent Advances under the Note by the amount of such Advance, such that the aggregate amount of all Advances made under the Note may never exceed an aggregate of One Million Dollars ($1,000,000). Amounts repaid under the Note shall not reinstate any amount available for Draws under the Note, except that amounts of the Initial Advance which are repaid when due shall be reinstated and available for Draws under the Note.