Common use of Subsequent Advances Clause in Contracts

Subsequent Advances. The obligation of Lender to fund the ------------------- subsequent Advances on the date of any Advance is subject to the fulfillment, on or prior to such date, of each of the following conditions: (a) 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 obligations of Borrower in connection with and/or relating to the Additional Loan are further evidenced and/or secured by the Loan Documents. In connection therewith: (a) Each of the New Subsidiaries (as defined in the execution pages hereof) hereby agree to be a party to and subject to the Guaranty in accordance with its terms. Without limiting the foregoing, each of the New Subsidiaries guarantees to Lender the full and prompt payment and performance of (a) the indebtedness evidenced by 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 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 any present or future commitment of Lender to Borrower (the aforesaid indebtedness and other obligations are sometimes herein collectively referred to as the "Guaranteed Obligations"). (b) Each of the New Subsidiaries agree to be a party to and subject to the Guarantor Security Agreement in accordance with its terms. Without limiting the foregoing, each of the New Subsidiaries ("Grantor") hereby grants to Lender a security interest in the following described property and any and all proceeds and products thereto and accessions thereto:

Subsequent Advances. The obligation of Lender to fund make any advance hereunder (including the ------------------- subsequent Advances initial advance) shall be subject to the further conditions precedent that, on and as of the date of any Advance is subject to the fulfillment, on or prior to such date, of each of the following conditions: (a) 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 obligations of Borrower in connection with and/or relating to the Additional Loan are further evidenced and/or secured by the Loan Documents. In connection therewith: (a) Each of the New Subsidiaries (as defined in the execution pages hereof) hereby agree to be a party to and subject to the Guaranty in accordance with its terms. Without limiting the foregoing, each of the New Subsidiaries guarantees to Lender the full and prompt payment and performance of advance: (a) the indebtedness evidenced by the Notes, including, without limitation, principal 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 interest accrued or to accrue thereon, 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 obligations application of Borrower to Lender pursuant to the 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 proceeds thereof; (c) no Material Adverse Change has occurred in Borrower’s, Perimeter’s or any and all other indebtedness and other obligations Corporate Guarantor’s business, operations, financial condition, or assets or in the prospect 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 any present or future commitment of Lender to Borrower (the aforesaid indebtedness and other obligations are sometimes herein collectively referred to as the "Guaranteed Obligations"). (b) Each repayment of the New Subsidiaries agree to be Indebtedness; (d) Lender shall have reviewed and approved the Consumer Loans which will become Eligible Receivables; (e) Lender shall have received a party to Borrowing Base Certificate in the form and subject substance of Exhibit “A” attached hereto from Borrower executed by an Authorized Representative of Borrower, at least five (5) Business Days prior to the Guarantor Security Agreement in accordance with its terms. Without limiting the foregoing, each date of the New Subsidiaries requested advance; ("Grantor"f) hereby grants Custodian shall have received at least five (5) Business Days prior to the date of the requested advance the Custodian Deliverables with respect to each Receivable covered by the Borrowing Base Certificate delivered by Borrower with the subject advance request; (g) Lender shall have received a security interest Custodian Certificate from Custodian at least three (3) Business Days prior to the date of the requested advance certifying that Custodian has received the items in the following described property clause (f) of this Section 4.2; and any and all proceeds and products thereto and accessions thereto:(h) Lender shall have received such other approvals, opinions or documents as Lender shall reasonably request.

Subsequent Advances. The obligation of Lender to fund (a) On any Subsequent Purchase Date during the ------------------- subsequent Advances on the date of any Advance is Purchase Period, subject to the fulfillmentsatisfaction 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 or prior 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 datepledge, 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 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 conditionsconditions on or prior to the related Subsequent Purchase Date: (ai) An 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 (as herein defined) shall not have occurred and be continuing; (bvi) Borrower the Depositor and the Trust shall have delivered to the Indenture Trustee an executed copy of a Closing Certificate 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 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 (with no exceptions) 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 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 acceptable to Lender)attached hereto as Exhibit E, duly executed by Borrowerthe 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 (cxv) Borrower the Note Insurer, or Liquidity Agent acting on its behalf, shall have delivered prepare and deliver a report determining the Market Value of the Mortgage Loans to Lender a Closing Statement (in a form acceptable to Lender), executed by Borrowerthe Note Insurer and the Servicer. 4. The obligations of Borrower in connection with and/or relating to the Additional Loan are further evidenced and/or secured by the Loan Documents. In connection therewith: (a) Each of the New Subsidiaries (as defined in the execution pages hereof) hereby agree to be a party to and subject to the Guaranty in accordance with its terms. Without limiting the foregoing, each of the New Subsidiaries guarantees to Lender the full and prompt payment and performance of (a) the indebtedness evidenced by 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 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 In connection with the transfer, assignment 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 any present or future commitment of Lender to Borrower (the aforesaid indebtedness and other obligations are sometimes herein collectively referred to as the "Guaranteed Obligations"). (b) Each pledge of the New Subsidiaries agree to be a party to Subsequent Mortgage Loans, the Originators and subject to the Guarantor Security Agreement Depositor shall satisfy the document delivery requirements set forth in accordance with its terms. Without limiting the foregoing, each Section 2.05 of the New Subsidiaries ("Grantor") hereby grants to Lender a security interest in the following described property Sale and any and all proceeds and products thereto and accessions thereto:Servicing Agreement.

Subsequent Advances. The obligation of Lender to fund make any advance hereunder (including the ------------------- subsequent Advances initial advance) shall be subject to the further conditions precedent that, on and as of the date of any Advance is subject to such advance, which shall be within the fulfillment, on or prior to such date, of each of the following conditionsFunding Period: (a) An 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 (as herein defined) shall not have has occurred and be is continuing; , or would result from such advance or issuance or from the application of any proceeds thereof; (bc) 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 have delivered a Closing Certificate (in a form acceptable to Lender), executed by Borrower; and (c) Borrower shall have delivered submit to Lender a Closing Statement completed Request for Advance in the form and substance of Exhibit "A" attached hereto at least three (in a form acceptable to Lender), executed by Borrower. 4. The obligations of Borrower in connection with and/or relating 3) Business Days prior to the Additional Loan are further evidenced and/or secured by date of such advance and the Loan Documents. In connection therewith: Lender shall have consented in writing to the making of such advance; (af) Each of after giving effect to such advances, the New Subsidiaries Outstanding Facility Amount does not exceed the Facility Amount; (as defined g) after giving effect to such advance, there is no deficiency with respect to the Availability on Eligible Accounts; (h) if requested the Lender shall have received the related receivable file for each Eligible Asset Pool included in the execution pages hereofAvailability on Eligible Accounts calculations; (i) hereby agree the Lender shall have received all requested audit and financial reports; (j) the proceeds are to be a party used in the Borrower's ordinary course of business, solely in its operations for costs and expenses incurred in the purchasing of Eligible Asset Pools, the collection of such Accounts or otherwise incurred in Borrower's ordinary course of business, and for payments to Lender (k) the Borrower is and subject continues to the Guaranty in accordance with its terms. Without limiting the foregoingbe an entity separate and distinct from all other Persons and entities, including PRA and each of the New Subsidiaries guarantees to Lender the full and prompt payment and performance of (a) the indebtedness evidenced by 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 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") Guarantors and (cl) 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 any present or future commitment of condition deemed necessary by Lender to Borrower (the aforesaid indebtedness and other obligations are sometimes herein collectively referred to as the "Guaranteed Obligations")has been satisfied. (b) Each of the New Subsidiaries agree to be a party to and subject to the Guarantor Security Agreement in accordance with its terms. Without limiting the foregoing, each of the New Subsidiaries ("Grantor") hereby grants to Lender a security interest in the following described property and any and all proceeds and products thereto and accessions thereto:

Subsequent Advances. 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 fund make each Subsequent Advance under the ------------------- subsequent Advances on Loan is conditioned upon the date of any Advance is subject to the fulfillment, on or prior to such date, of each of the following conditionsfollowing: (a) An Event the representations and warranties contained in this Agreement and the Security Agreement shall be true and correct in all material respects on and as of Default the date of such Subsequent Advance, as though made on and as of such date (as herein defined) shall not have occurred except to the extent that such representations and be continuingwarranties relate solely to an earlier date); (b) no Default or Event of Default shall have occurred and be continuing on the date of such Subsequent 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 Subsequent Advance shall have 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 delivered 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 an independent escrow account, governed by an escrow agreement providing that such software and Work Product be 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; (g) Lender shall have received a Closing Certificate (in a form acceptable to Lender)Secretary's Certificate, executed by Borrower; and (c) Borrower 's Secretary, confirming that Company shall have delivered to Lender a Closing Statement (in a form acceptable to Lender), executed by Borrower. 4. The obligations use the proceeds of Borrower in connection with and/or relating to the Additional Loan are further evidenced and/or secured by the Loan Documents. In connection therewith: (a) Each of the New Subsidiaries (as defined in the execution pages hereof) hereby agree to be a party to and subject to the Guaranty each Subsequent Advance in accordance with its terms. Without limiting the foregoing, each of the New Subsidiaries guarantees to Lender the full and prompt payment and performance of (a) the indebtedness evidenced by 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 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 any present or future commitment of Lender to Borrower (the aforesaid indebtedness and other obligations are sometimes herein collectively referred to as the "Guaranteed Obligations")Borrower's Business Plan Budget. (b) Each of the New Subsidiaries agree to be a party to and subject to the Guarantor Security Agreement in accordance with its terms. Without limiting the foregoing, each of the New Subsidiaries ("Grantor") hereby grants to Lender a security interest in the following described property and any and all proceeds and products thereto and accessions thereto:

Subsequent Advances. The obligation obligations of Lender the Lenders to fund make advances of all or any portion of the ------------------- subsequent Advances on balance of the Loan hereunder shall not become effective until the date on which each of any the following conditions is satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent (or its counsel) shall have received: (i) A continuation or endorsement of the Title Insurance Policy, which continuation or endorsement shall state that since the disbursement of the Initial Advance is subject there have been no changes in the state of title to the fulfillmentPremises 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. (ii) If requested by the Administrative Agent, evidence that all past and current taxes and assessments then due which are applicable to the Premises have been paid prior to the same becoming delinquent. (iv) 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 of such dateadvance, of each of the following conditions: (a) 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)including, 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 obligations of Borrower in connection with and/or relating to the Additional Loan are further evidenced and/or secured by the Loan Documents. In connection therewith: extent invoiced, reimbursement or payment of all out-of-pocket expenses (a) Each of the New Subsidiaries (as defined in the execution pages hereof) hereby agree to be a party to and subject to the Guaranty in accordance with its terms. Without limiting the foregoing, each of the New Subsidiaries guarantees to Lender the full and prompt payment and performance of (a) the indebtedness evidenced by the Notes, including, without limitation, principal attorneys' fees and any and all interest accrued expenses) required to be reimbursed or to accrue thereon, (b) the obligations of Borrower to Lender pursuant to the 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 paid by the Notes (collectively Borrower hereunder or under any other agreement between the "Loan Documents") Administrative Agent 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 any present or future commitment of Lender to Borrower (the aforesaid indebtedness and other obligations are sometimes herein collectively referred to as the "Guaranteed Obligations")Borrower. (b) Each No circumstance shall exist which would constitute a material Default under this Agreement or any other Transaction Document. (c) All representations and warranties made by Borrower and the Guarantor in this Agreement and each other Transaction Document are true and correct in all material respects. (d) The Improvements shall not have been materially damaged by fire or other casualty unless there shall have been received by the Administrative Agent, or a person approved by the Administrative Agent, insurance proceeds sufficient in the judgment of the New Subsidiaries agree Administrative Agent, to be a party to and subject effect satisfactory restoration of the Improvements. (e) All other conditions of the Administrative Agent for the funding of the Loan shall have been met to the Guarantor Security Agreement in accordance with its terms. Without limiting the foregoing, each satisfaction of the New Subsidiaries ("Grantor") hereby grants Administrative Agent. The Administrative Agent agrees to Lender a security interest 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 satisfactory to the following described property and any and all proceeds and products thereto and accessions thereto:Administrative Agent.

Subsequent Advances. The In addition to the terms and conditions otherwise contained herein, the obligation of Lender to fund make each Facility A Advance after the ------------------- subsequent Advances initial Advance made pursuant to Section 6.1 is conditioned on the date of any Advance is subject to the fulfillment, on or prior to such date, of each of the following conditionsconditions having been satisfied in a manner acceptable to Lender, in Lender's sole and absolute discretion, on and as of the date of such Advance: (a) An Event of Default (as herein defined) shall not have occurred and be continuing; (b) Borrower Lender shall have delivered a Closing Certificate (in a form acceptable to Lender), executed by Borrower; and (c) Borrower shall have delivered received evidence satisfactory to Lender a Closing Statement (in a form acceptable to Lender), executed by Borrower. 4. The obligations that the representations and warranties of Borrower in connection with and/or relating to the Additional Loan are further evidenced and/or secured by the Loan Documents. In connection therewith: (a) Each of the New Subsidiaries (as defined in the execution pages hereof) hereby agree to be a party to Documents are true and subject to the Guaranty in accordance with its terms. Without limiting the foregoing, each of the New Subsidiaries guarantees to Lender the full accurate and prompt payment and performance of (a) the indebtedness evidenced by 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 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 any present or future commitment of Lender to Borrower (the aforesaid indebtedness and other obligations are sometimes herein collectively referred to as the "Guaranteed Obligations")misleading. (b) Each 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 the New Subsidiaries agree to be a party to and subject to the Guarantor Security Agreement in accordance with its terms. Without limiting the foregoing, each of the New Subsidiaries Subordinated Notes required by Lender to be in effect as of the date of such Advance, and all security agreements and other instruments securing such Subordinated Notes, each bearing the legend required by the related Subordination and Intercreditor Agreement, and the Lender shall have approved the terms and conditions thereof. ("Grantor"d) hereby grants The Loan Documents shall be in full force and effect, and the Liens and security interests granted to Lender a security interest thereby shall be perfected and in full force and effect with the priorities described therein. (e) If applicable, the Landlord Consents with respect to the Leases existing as of the date 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 following described property Loan Documents as are then due and payable by Borrower to Lender. (g) Lender shall have received evidence that the insurance required under the Loan Documents is in full force and effect, that Lender is named as a loss payee thereunder, and that each of such insurance polices includes a provision requiring the insurer to provide Lender at least 30 days' prior written notice of the 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 and all proceeds documents incident thereto shall be satisfactory in form and products thereto and accessions thereto:substance to Lender. (j) Lender shall have received a Compliance Certificate dated not more than 5 days prior to the Advance.

Subsequent Advances. The In addition to the terms and conditions otherwise contained herein, the obligation of Lender to fund make each Advance after the ------------------- subsequent Advances initial Advance made pursuant to Section 7.1 is conditioned on the date of any Advance is subject to the fulfillment, on or prior to such date, of each of the following conditionsconditions having been satisfied in a manner acceptable to Lender, in Lender’s sole discretion, on and as of the date of such Advance: (a) An Event of Default (as herein defined) shall not have occurred and be continuing; (b) Borrower Lender shall have delivered a Closing Certificate (in a form acceptable to Lender), executed by Borrower; and (c) Borrower shall have delivered received evidence satisfactory to Lender a Closing Statement (in a form acceptable to Lender), executed by Borrower. 4. The obligations that the representations and warranties of Borrower in connection with and/or relating to the Additional Loan Credit Documents are further evidenced and/or secured by the Loan Documents. In connection therewith: (a) Each of the New Subsidiaries (as defined in the execution pages hereof) hereby agree to be a party to true and subject to the Guaranty in accordance with its terms. Without limiting the foregoing, each of the New Subsidiaries guarantees to Lender the full accurate and prompt payment and performance of (a) the indebtedness evidenced by 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 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 any present or future commitment of Lender to Borrower (the aforesaid indebtedness and other obligations are sometimes herein collectively referred to as the "Guaranteed Obligations")misleading. (b) Each 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 New Subsidiaries agree date 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 discretion (e) Lender shall have received all fees, costs and expenses specified in the Credit Documents as are then due and payable by Borrower to Lender. (f) Lender shall 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 such 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. (g) No Default or Event of Default shall exist. (h) All proceedings to be taken in connection with such Advance and all documents incident thereto shall be satisfactory in form and substance to Lender. (i) Lender shall have received a party to and subject Compliance Certificate dated not more than five (5) days prior to the Guarantor Security Agreement in accordance with its terms. Without limiting the foregoing, each of the New Subsidiaries ("Grantor") hereby grants to Lender a security interest in the following described property and any and all proceeds and products thereto and accessions thereto:Advance.