Common use of Additional Property Clause in Contracts

Additional Property. ‌ 1. Upon the written request of the Seller, this Series 2023-2 Purchase Agreement shall, subject to satisfaction of the conditions set forth in Section 4.1(2), be amended by the Servicer, the Seller, the Series 2023-2 Co- Owner and the Custodian, to provide for any Additional Property to be deposited with the Custodian and Transferred to the Series 2023-2 Co-Owner in respect of the Series 2023-2 Ownership Interest in accordance with the terms of such amendment. 2. An amendment to this Series 2023-2 Purchase Agreement permitting the deposit and Transfer permitted by Section 4.1(1) and such other amendments as may be contemplated by the related Additional Property Agreement shall only be made and effected on a day if the following conditions have been satisfied: a) on or before the fifth Business Day immediately prior to the date that such amendment is contemplated to become effective, the Seller shall have given the Series 2023-2 Co-Owner and each Rating Agency notice of the proposed Transfer of Additional Property; b) the Seller shall have delivered to the Custodian any related Additional Property Agreement executed by each of the parties hereto, other than the Series 2023-2 Co-Owner and the Custodian; c) the Seller shall have delivered to the Series 2023-2 Co-Owner, the Custodian and each Entitled Party under the Additional Property Agreement relating to such Additional Property, one or more Officers’ Certificates dated the date of any amendment to this Agreement, stating that the Seller believes that such amendment does not and is not reasonably expected to result in the occurrence of an Amortization Event with respect to any Series or Class or materially adversely affect the amount or timing of remittances to be made in respect of any Series or Class; d) the Rating Agency Condition shall have been satisfied with respect to the amendment to this Series 2023-2 Purchase Agreement; e) the Series 2023-2 Co-Owner shall have received an Opinion of Counsel substantially in the form of Exhibit “A” to the Pooling and Servicing Agreement or such other form as satisfies the Rating Agency Condition with such changes as may be appropriate to reflect that the Transfer relates to such Additional Property, rather than Ownership Interests; and

Additional Property. ‌ (1. ) Upon the written request of the SellerSellers, this Series 2023-2 Purchase Agreement shall, subject to satisfaction of the conditions set forth in Section 4.1(25.1(2), be amended by the Servicer, the SellerSellers, the Series 20231997-2 Co- 1 Co-Owner and the Custodian, to provide for any Additional Property to be deposited with the Custodian and Transferred to the Series 20231997-2 1 Co-Owner in respect of the Series 20231997-2 1 Ownership Interest in accordance with the terms of such amendment. (2. ) An amendment to this Series 2023-2 Purchase Agreement permitting the deposit and Transfer permitted by Section 4.1(15.1(1) and such other amendments as may be contemplated by the related Additional Property Agreement shall only be made and effected on a day if the following conditions have been satisfied: (a) on or before the fifth Business Day immediately prior to the date that such amendment is contemplated to become effective, the Seller shall have given the Series 2023-2 Co-Owner and each Rating Agency notice of the proposed Transfer of Additional Property; b) the Seller shall have delivered to the Custodian any related Additional Property Agreement executed by each of the parties hereto, other than the Series 2023-2 Co-Owner and the Custodian; c) the Seller shall Sellers have delivered to the Series 20231997-2 1 Co-Owner, the Custodian and each Entitled Party under the Additional Property Agreement relating to such Additional Property, one or more Officers’ Certificates dated the date of any amendment to this Agreement, stating that each of the Seller believes Sellers believe that such amendment does not and is not reasonably expected to result in the occurrence of an Amortization Event with respect to any Series or Class or materially adversely affect the amount or timing of remittances distributions to be made in respect of any Series or Class; d(b) on or before the fifth (5th) Business Day immediately prior to the date that such amendment is contemplated to become effective, the Sellers shall have given the Series 1997-1 Co-Owner and each Rating Agency notice of the proposed Transfer of Additional Property; (c) the Rating Agency Condition shall have been satisfied with respect to the amendment to this Agreement; (d) each of the Sellers shall have delivered to the Custodian any related Additional Property Agreement executed by each of the parties hereto, other than the Series 20231997-2 Purchase Agreement; 1 Co-Owner and the Custodian; (e) the Series 20231997-2 1 Co-Owner shall have received an Opinion of Counsel substantially in the form of Exhibit “AG” to the Pooling and Servicing Agreement or such other form as satisfies the Rating Agency Condition Agencies, with such changes as may be appropriate to reflect that the Transfer relates to such the Additional Property, rather than Ownership Interests; and (f) the Distribution Notice shall have been amended, if required, to provide for the distributions, if any, required to be made in respect of the related Additional Property Agreement. (3) Upon the deposit and Transfer of Additional Property pursuant to Section 5.1(1), the Series 1997-1 Ownership Interest will, in addition to constituting an undivided co-ownership interest in the Account Assets, constitute the ownership of such Additional Property.

Additional Property. ‌ 1. Upon the written request of the Seller, this Series 2023-2 1 Purchase Agreement shall, subject to satisfaction of the conditions set forth in Section 4.1(2), be amended by the Servicer, the Seller, the Series 2023-2 1 Co- Owner and the Custodian, to provide for any Additional Property to be deposited with the Custodian and Transferred to the Series 2023-2 1 Co-Owner in respect of the Series 2023-2 1 Ownership Interest in accordance with the terms of such amendment. 2. An amendment to this Series 2023-2 1 Purchase Agreement permitting the deposit and Transfer permitted by Section 4.1(1) and such other amendments as may be contemplated by the related Additional Property Agreement shall only be made and effected on a day if the following conditions have been satisfied: a) on or before the fifth Business Day immediately prior to the date that such amendment is contemplated to become effective, the Seller shall have given the Series 2023-2 1 Co-Owner and each Rating Agency notice of the proposed Transfer of Additional Property; b) the Seller shall have delivered to the Custodian any related Additional Property Agreement executed by each of the parties hereto, other than the Series 2023-2 1 Co-Owner and the Custodian; c) the Seller shall have delivered to the Series 2023-2 1 Co-Owner, the Custodian and each Entitled Party under the Additional Property Agreement relating to such Additional Property, one or more Officers’ Certificates dated the date of any amendment to this Agreement, stating that the Seller believes that such amendment does not and is not reasonably expected to result in the occurrence of an Amortization Event with respect to any Series or Class or materially adversely affect the amount or timing of remittances to be made in respect of any Series or Class; d) the Rating Agency Condition shall have been satisfied with respect to the amendment to this Series 2023-2 1 Purchase Agreement; ; e) the Series 2023-2 1 Co-Owner shall have received an Opinion of Counsel substantially in the form of Exhibit “A” to the Pooling and Servicing Agreement or such other form as satisfies the Rating Agency Condition Condition, with such changes as may be appropriate to reflect that the Transfer relates to such Additional Property, rather than Ownership Interests; and f) the Remittance Notice shall have been amended, if required, to provide for the deposits, remittances and withdrawals, if any, required to be made in respect of the related Additional Property Agreement. 3. Upon the deposit and Transfer of Additional Property pursuant to Section 4.1(1), the Series 2023-1 Ownership Interest will, in addition to constituting an undivided co-ownership interest in the Account Assets and the proceeds thereof, constitute the ownership of such Additional Property.

Additional Property. ‌ 1. Upon Subject to the written request of the Seller, this Series 2023-2 Purchase Agreement shall, subject to satisfaction of the terms and conditions set forth in this Section 4.1(2)15.03, be amended by Borrower shall have the Servicerone (1) time right to spread the lien of this Security Instrument (and the related Loan Documents) encumbering the Property to encumber all, or a portion of, the Sellerreal property more particularly described or depicted in EXHIBIT G attached hereto and made a part hereof (the "Additional Collateral") subject to the satisfaction of the following conditions precedent: (a) No Event of Default shall have occurred and be continuing and Lender shall have received a certificate from Borrower confirming the foregoing. (b) Borrower shall have given Lender at least thirty (30) days prior written notice of its election to acquire the Additional Collateral. (c) Borrower shall have paid to Lender a processing fee in an amount equal to $7,500. (d) Lender shall have received a phase 1 environmental report and, if recommended under the Series 2023-phase 1 environmental report, a phase 2 Co- Owner environmental report from a nationally recognized environmental consultant approved by Lender not less than fifteen (15) days prior to such addition, which conclude that the Additional Property does not contain any Hazardous Materials. (e) Lender shall have received (i) a copy of a deed conveying all right, title and interest in and to the Custodian, to provide for any Additional Property to be deposited with Borrower in a bona fide arms' length transaction and (ii) a letter from Borrower countersigned by a title insurance company acknowledging receipt of (1) the Custodian deeds and Transferred agreeing to record such deeds in the appropriate real estate records for the county in which the Additional Property is located and (2) all required transfer taxes or charges and recording fees or other applicable fees and charges. (f) Borrower shall have executed, acknowledged and delivered to Lender (i) a spreader agreement which spreads the lien of this Security Instrument to the Series 2023-2 Co-Owner Additional Property and a UCC financing statement with respect to the Additional Property, together with a letter from Borrower countersigned by a title insurance company acknowledging receipt of such spreader agreement and UCC-1 financing statements and agreeing to record or file, as applicable, such spreader agreement in the real estate records for the county in which the Additional Property is located and to file the UCC-1 financing statements in the office of the Secretary of State of the State in which the Borrower is organized or registered, as applicable, so as to effectively create upon such recording and filing valid and enforceable liens upon the Additional Property, of first priority, in favor of Lender, subject only to the Permitted Encumbrances and such other liens as are permitted pursuant to the Loan Documents, (ii) written confirmation from each Guarantor regarding such addition, (iii) modifications to the Loan Documents as Lender deems desirable to properly reflect the addition of the Additional Property, and (iv) such other 101 documents and agreements as reasonably requested to evidence the addition of the Additional Property. (g) Lender shall have received a title insurance policy (or a marked, signed and redated commitment to issue such title insurance policy) insuring the lien of the mortgage encumbering the Additional Property, issued by the title company that issued the title insurance policies insuring the lien of this Security Instrument and dated as of the date of the addition. The title insurance policy issued with respect to the Additional Property shall contain such endorsements and affirmative coverages as are contained in the title insurance policy insuring the lien of this Security Instrument and name Lender as the insured. Lender also shall have received copies of paid receipts showing that all premiums in respect of the Series 2023-2 Ownership Interest in accordance with the terms of such amendmentendorsements and title insurance policies have been paid. 2. An amendment to this Series 2023-2 Purchase Agreement permitting (h) Lender shall have received a current title survey for the deposit and Transfer permitted by Section 4.1(1) and such other amendments as may be contemplated by the related Additional Property Agreement shall only be made and effected on a day if the following conditions have been satisfied: a) on or before the fifth Business Day immediately prior Property, certified to the date that such amendment is contemplated to become effectivetitle company and Lender and their successors and assigns, in the Seller shall have given same form and having the Series 2023-2 Co-Owner and each Rating Agency notice same content as the certification of the proposed Transfer of Additional Property; b) the Seller shall have delivered to the Custodian any related Additional Property Agreement executed by each survey of the parties hereto, other than Property prepared by a professional land surveyor licensed in the Series 2023-2 Co-Owner and the Custodian; c) the Seller shall have delivered to the Series 2023-2 Co-Owner, the Custodian and each Entitled Party under State in which the Additional Property Agreement is located and reasonably acceptable to Lender. Such survey shall reflect the same legal description contained in the title insurance policy relating to the Additional Property and shall include, among other things, a metes and bounds description of the real property comprising part of such Additional Property, one or more Officers’ Certificates dated the date of any amendment . The surveyor's seal shall be affixed to this Agreement, stating each survey and each survey shall certify that the Seller believes that such amendment does not and surveyed property is not reasonably expected to result located in a "one-hundred-year flood hazard area." (i) Lender shall have received valid certificates of insurance indicating that the occurrence requirements for the policies of an Amortization Event with respect to any Series or Class or materially adversely affect the amount or timing of remittances to be made in respect of any Series or Class; d) the Rating Agency Condition shall insurance required hereunder have been satisfied with respect to the amendment Additional Property and evidence of the payment of all premiums payable for the existing policy period. (j) Borrower shall deliver or cause to this Series 2023-2 Purchase Agreementbe delivered to Lender (i) updates certified by Borrower of all organizational documentation related to Borrower and/or the formation, structure, existence, good standing and/or qualification to do business delivered to Lender in connection with the origination of the Loan; e(ii) good standing certificates, certificates of qualification to do business in the Series 2023-2 Co-Owner State in which the Additional Property is located (if required in such State) and (iii) if applicable, resolutions of the General Partner authorizing the actions taken in connection with such addition. (k) Lender shall have received the following opinions of Borrower's counsel, all of which would be in form and substance and delivered by counsel reasonably acceptable to an Opinion of Counsel substantially Institutional Lender making a loan similar in the form of Exhibit “A” size and type to the Pooling and Servicing Agreement or such other form as satisfies Loan: (i) an opinion of counsel admitted to practice under the Rating Agency Condition with such changes as may be appropriate to reflect laws of the State in which the Additional Property is located stating that the Transfer relates Loan Documents delivered with respect to such the Additional Property, rather pursuant to clause (f) above are valid and enforceable in accordance with their terms, subject to the laws applicable to creditors' rights and equitable principles, and that Borrower is qualified to do business and in good standing under the laws of the jurisdiction where the Additional Property is located; (ii) an opinion of counsel stating that the loan documents delivered pursuant to clause (f) above were duly authorized, executed and delivered by Borrower and that, to the best of Borrower's counsel's knowledge, the execution and delivery of such loan documents and the performance by Borrower of its obligations thereunder will not cause a breach of, or a default under, any agreement, document or instrument to which Borrower is a party or to which it or its properties are bound; and (iii) such other opinions as an Institutional Lender making a loan similar in size and type to the Loan would reasonably request. (l) No Leases shall affect the Additional Property other than Ownership Interests; andthose which comply with the terms of this Security Instrument. (m) Lender shall have received plans and specifications and a fixed price construction contract for the construction of the club house to be located on and be a part of the Additional Collateral (the "Club House"), and all other significant construction documents relating to the construction of the Club House. (n) Lender shall have received evidence that, both prior to and subsequent to the construction of the Club House, the Property, inclusive of the Additional Collateral, shall continue to be in compliance with all Development Laws, Use Requirements and other Legal Requirements. (o) Borrower shall cause Guarantor to execute a completion guaranty in form and substance reasonably satisfactory to Lender guarantying lien-free completion of the Club House. (p) The addition of the Additional Property will not have a Material Adverse Effect. (q) To the extent required, existing Property Agreements shall be modified to govern the integrated use of the Property, the Additional Property and any property adjoining the Additional Property. (r) Lender shall have received such other and further approvals, opinions, which may include, without limitation, an opinion of Independent tax counsel to the effect that the contemplated addition of the Additional Collateral would not adversely affect the federal income tax status as REMIC, trust or other vehicle in which the Loan may be included, will not result in a deemed exchange of the Note pursuant to Section 1001 of the Code and will not adversely affect the Note's status as indebtedness for federal income tax purposes, documents and information in connection with the acquisition as an Institutional Lender making a loan similar in size and type to the Loan would have reasonably requested. (s) Borrower shall have paid or reimbursed Lender for all third party out-of-pocket costs and expenses incurred by Lender (including, without limitation, reasonable attorneys fees and disbursements) in connection with the acquisition and Borrower shall have paid any Ratings Agency fees, recording charges, filing fees, taxes and other expenses (including, without limitation, mortgage and intangibles taxes and documentary stamp taxes) payable in connection with the acquisition. (t) On or prior to the date of acquisition, Borrower shall deliver an Officer's Certificate dated as of the date of such acquisition certifying that the requirements set forth in this Section 15.03 have been satisfied. (u) All of the items set forth in (a) through (t) above shall be in form and substance reasonably acceptable to an Institutional Lender making a loan similar in size and type to the Loan.

Additional Property. ‌ (1. ) Upon the written request of the Seller, this Series 2023-2 Purchase Agreement shall, subject to satisfaction of the conditions set forth in Section 4.1(25.1(2), be amended by the Servicer, the Seller, the Series 20232019-2 Co- 1 Co-Owner and the Custodian, to provide for any Additional Property to be deposited with the Custodian and Transferred to the Series 20232019-2 1 Co-Owner in respect of the Series 20232019-2 1 Ownership Interest in accordance with the terms of such amendment. (2. ) An amendment to this Series 2023-2 Purchase Agreement permitting the deposit and Transfer permitted by Section 4.1(15.1(1) and such other amendments as may be contemplated by the related Additional Property Agreement shall only be made and effected on a day if the following conditions have been satisfied: (a) on or before the fifth Business Day immediately prior to the date that such amendment is contemplated to become effective, the Seller shall have given the Series 2023-2 Co-Owner and each Rating Agency notice of the proposed Transfer of Additional Property; b) the Seller shall have delivered to the Custodian any related Additional Property Agreement executed by each of the parties hereto, other than the Series 2023-2 Co-Owner and the Custodian; c) the Seller shall have delivered to the Series 20232019-2 1 Co-Owner, the Custodian and each Entitled Party under the Additional Property Agreement relating to such Additional Property, one or more Officers’ Certificates dated the date of any amendment to this Agreement, stating that the Seller believes that such amendment does not and is not reasonably expected to result in the occurrence of an Amortization Event with respect to any Series or Class or materially adversely affect the amount or timing of remittances distributions to be made in respect of any Series or ClassClass and, after giving effect to the amendment, the Pool Balance shall not be less than the Required Pool Amount; d(b) the Rating Agency Condition shall have been satisfied with respect to the amendment to this Agreement; (c) on or before the fifth Business Day immediately prior to the date that such amendment is contemplated to become effective, the Seller shall have given the Servicer, the Series 20232019-2 Purchase Agreement; 1 Co-Owner and each Rating Agency notice of the proposed Transfer of Additional Property; (d) the Seller shall have delivered to the Custodian any related Additional Property Agreement executed by each of the parties hereto, other than the Series 2019-1 Co-Owner and the Custodian; (e) the Series 20232019-2 1 Co-Owner shall have received an Opinion of Counsel substantially in the form of Exhibit “AG” to the Pooling and Servicing Agreement or such other form as satisfies the Rating Agency Condition Condition, with such changes as may be appropriate to reflect that the Transfer relates to such the Additional Property, rather than Ownership Interests; and (f) the Distribution Notice shall have been amended, if required, to provide for the distributions, if any, required to be made in respect of the related Additional Property Agreement. (3) Upon the deposit and Transfer of Additional Property pursuant to Section 5.1(1), the Series 2019-1 Ownership Interest will, in addition to constituting an undivided co-ownership interest in the Account Assets and the proceeds thereof, constitute the ownership of such Additional Property.

Additional Property. ‌ (1. ) Upon the written request of the Seller, this Series 2023-2 Purchase Agreement shall, subject to satisfaction of the conditions set forth in Section 4.1(25.1(2), be amended by the Servicer, the Seller, the Series 2023-2 Co- 1 Co-Owner and the Custodian, to provide for any Additional Property to be deposited with the Custodian and Transferred to the Series 2023-2 1 Co-Owner in respect of the Series 2023-2 1 Ownership Interest in accordance with the terms of such amendment. (2. ) An amendment to this Series 2023-2 Purchase Agreement permitting the deposit and Transfer permitted by Section 4.1(15.1(1) and such other amendments as may be contemplated by the related Additional Property Agreement shall only be made and effected on a day if the following conditions have been satisfied: (a) on or before the fifth Business Day immediately prior to the date that such amendment is contemplated to become effective, the Seller shall have given the Series 2023-2 Co-Owner and each Rating Agency notice of the proposed Transfer of Additional Property; b) the Seller shall have delivered to the Custodian any related Additional Property Agreement executed by each of the parties hereto, other than the Series 2023-2 Co-Owner and the Custodian; c) the Seller shall have delivered to the Series 2023-2 1 Co-Owner, the Custodian and each Entitled Party under the Additional Property Agreement relating to such Additional Property, one or more Officers’ Certificates dated the date of any amendment to this Agreement, stating that the Seller believes that such amendment does not and is not reasonably expected to result in the occurrence of an Amortization Event with respect to any Series or Class or materially adversely affect the amount or timing of remittances distributions to be made in respect of any Series or ClassClass and, after giving effect to the amendment, the Pool Balance shall not be less than the Required Pool Amount; d(b) the Rating Agency Condition shall have been satisfied with respect to the amendment to this Agreement; (c) on or before the date that such amendment is contemplated to become effective, the Seller shall have given the Servicer, the Series 2023-2 Purchase Agreement; 1 Co-Owner and each Rating Agency notice of the proposed Transfer of Additional Property; (d) the Seller shall have delivered to the Custodian any related Additional Property Agreement executed by each of the parties hereto, other than the Series 2023-1 Co- Owner and the Custodian; (e) the Series 2023-2 1 Co-Owner shall have received an Opinion of Counsel substantially in the form of Exhibit “AG” to the Pooling and Servicing Agreement or such other form as satisfies the Rating Agency Condition Condition, with such changes as may be appropriate to reflect that the Transfer relates to such the Additional Property, rather than Ownership Interests; and (f) the Distribution Notice shall have been amended, if required, to provide for the distributions, if any, required to be made in respect of the related Additional Property Agreement.

Additional Property. ‌ (1. ) Upon the written request of the Seller, this Series 2023-2 Purchase Agreement shall, subject to satisfaction of the conditions set forth in Section 4.1(25.1(2), be amended by the Servicer, the Seller, the Series 20232020-2 Co- 1 Co-Owner and the Custodian, to provide for any Additional Property to be deposited with the Custodian and Transferred to the Series 20232020-2 1 Co-Owner in respect of the Series 2023-2 2020- 1 Ownership Interest in accordance with the terms of such amendment. (2. ) An amendment to this Series 2023-2 Purchase Agreement permitting the deposit and Transfer permitted by Section 4.1(15.1(1) and such other amendments as may be contemplated by the related Additional Property Agreement shall only be made and effected on a day if the following conditions have been satisfied: (a) on or before the fifth Business Day immediately prior to the date that such amendment is contemplated to become effective, the Seller shall have given the Series 2023-2 Co-Owner and each Rating Agency notice of the proposed Transfer of Additional Property; b) the Seller shall have delivered to the Custodian any related Additional Property Agreement executed by each of the parties hereto, other than the Series 2023-2 Co-Owner and the Custodian; c) the Seller shall have delivered to the Series 20232020-2 1 Co-Owner, the Custodian and each Entitled Party under the Additional Property Agreement relating to such Additional Property, one or more Officers’ Certificates dated the date of any amendment to this Agreement, stating that the Seller believes that such amendment does not and is not reasonably expected to result in the occurrence of an Amortization Event with respect to any Series or Class or materially adversely affect the amount or timing of remittances distributions to be made in respect of any Series or ClassClass and, after giving effect to the amendment, the Pool Balance shall not be less than the Required Pool Amount; d(b) the Rating Agency Condition shall have been satisfied with respect to the amendment to this Agreement; (c) on or before the date that such amendment is contemplated to become effective, the Seller shall have given the Servicer, the Series 20232020-2 Purchase Agreement; 1 Co-Owner and each Rating Agency notice of the proposed Transfer of Additional Property; (d) the Seller shall have delivered to the Custodian any related Additional Property Agreement executed by each of the parties hereto, other than the Series 2020-1 Co- Owner and the Custodian; (e) the Series 20232020-2 1 Co-Owner shall have received an Opinion of Counsel substantially in the form of Exhibit “AG” to the Pooling and Servicing Agreement or such other form as satisfies the Rating Agency Condition Condition, with such changes as may be appropriate to reflect that the Transfer relates to such the Additional Property, rather than Ownership Interests; and (f) the Distribution Notice shall have been amended, if required, to provide for the distributions, if any, required to be made in respect of the related Additional Property Agreement.

Additional Property. ‌ 1. Upon the written request of the Seller, this Series 20232024-2 1 Purchase Agreement shall, subject to satisfaction of the conditions set forth in Section 4.1(2), be amended by the Servicer, the Seller, the Series 20232024-2 1 Co- Owner and the Custodian, to provide for any Additional Property to be deposited with the Custodian and Transferred to the Series 20232024-2 1 Co-Owner in respect of the Series 20232024-2 1 Ownership Interest in accordance with the terms of such amendment. 2. An amendment to this Series 20232024-2 1 Purchase Agreement permitting the deposit and Transfer permitted by Section 4.1(1) and such other amendments as may be contemplated by the related Additional Property Agreement shall only be made and effected on a day if the following conditions have been satisfied: a) on or before the fifth Business Day immediately prior to the date that such amendment is contemplated to become effective, the Seller shall have given the Series 20232024-2 1 Co-Owner and each Rating Agency notice of the proposed Transfer of Additional Property; b) the Seller shall have delivered to the Custodian any related Additional Property Agreement executed by each of the parties hereto, other than the Series 20232024-2 1 Co-Owner and the Custodian; c) the Seller shall have delivered to the Series 20232024-2 1 Co-Owner, the Custodian and each Entitled Party under the Additional Property Agreement relating to such Additional Property, one or more Officers’ Certificates dated the date of any amendment to this Agreement, stating that the Seller believes that such amendment does not and is not reasonably expected to result in the occurrence of an Amortization Event with respect to any Series or Class or materially adversely affect the amount or timing of remittances to be made in respect of any Series or Class; d) the Rating Agency Condition shall have been satisfied with respect to the amendment to this Series 20232024-2 1 Purchase Agreement; ; e) the Series 20232024-2 1 Co-Owner shall have received an Opinion of Counsel substantially in the form of Exhibit “A” to the Pooling and Servicing Agreement or such other form as satisfies the Rating Agency Condition with such changes as may be appropriate to reflect that the Transfer relates to such Additional Property, rather than Ownership Interests; and f) the Remittance Notice shall have been amended, if required, to provide for the deposits, remittances and withdrawals, if any, required to be made in respect of the related Additional Property Agreement. 3. Upon the deposit and Transfer of Additional Property pursuant to Section 4.1(1), the Series 2024-1 Ownership Interest will, in addition to constituting an undivided co-ownership interest in the Account Assets and the proceeds thereof, constitute the ownership of such Additional Property.

Additional Property. ‌ 1. Upon (x) the written request formation or acquisition of any new Guarantor after the Issue Date owning Material Real Property, (y) any Excluded Property ceasing to be Excluded Property, or (z) the acquisition by the Company or any Guarantor after the Issue Date of any Material Real Property or personal property (other than any Excluded Property), the Company or such Guarantor shall execute and deliver, within 270 days of the Sellerdate of the formation or acquisition of a new Guarantor, this Series 2023-2 Purchase Agreement shallthe date upon which Excluded Property ceases to be classified as such, or the date of acquisition of Material Real Property, as applicable, (A) with regard to any Material Real Property or personal property (other than any Excluded Property), the items described in Section 11.05(a)(i)-(iii) below and (B) to the extent required by the Collateral Documents and subject to satisfaction the Intercreditor Agreements, any information, documentation or other certificates (including but not limited to financing statements and Opinions of the conditions set forth in Section 4.1(2), be amended by the Servicer, the Seller, the Series 2023-2 Co- Owner and the Custodian, to provide for any Additional Property to be deposited with the Custodian and Transferred Counsel) to the Series 2023-2 Co-Owner in respect of the Series 2023-2 Ownership Interest in accordance with the terms of such amendment. 2. An amendment to this Series 2023-2 Purchase Agreement permitting the deposit and Transfer permitted by Section 4.1(1) and such other amendments Junior First Lien Notes Collateral Agent as may be contemplated necessary to vest in the Junior First Lien Notes Collateral Agent a perfected security interest, subject only to Permitted Liens and confirm the validity and priority of the Junior First Lien Notes Collateral Agent’s perfected security interest and lien on such Material Real Property or personal property (other than any Excluded Property) and to have such property added to the Collateral, and thereupon all provisions of this Indenture, the Notes and the Collateral Documents relating to the Collateral shall be deemed to relate to such property to the same extent and with the same force and effect. Additionally, if the Company or any Guarantor creates any additional security interest upon any property or asset in the nature of assets constituting ABL Collateral to secure any ABL Obligations after the Issue Date, it shall concurrently grant a security interest (subject to Permitted Liens, including, to the extent applicable, the first-priority Lien that secures the ABL Obligations, the senior second-priority Lien that secures the First Lien Notes Obligations and the third-priority Lien that secures the Second Lien Notes Obligations) upon such property as security for the Junior First Lien Notes Obligations and any Additional Junior First Lien Indebtedness with the priority required by the related Additional Property Agreement shall only be made and effected on Intercreditor Agreements. If granting a day if security interest in such ABL Collateral requires the following conditions have been satisfied: a) on or before the fifth Business Day immediately prior to the date that such amendment is contemplated to become effectiveconsent of a third party, the Seller shall have given the Series 2023-2 Co-Owner and each Rating Agency notice of the proposed Transfer of Additional Property; b) the Seller shall have delivered to the Custodian any related Additional Property Agreement executed by each of the parties hereto, other than the Series 2023-2 Co-Owner Company and the Custodian; c) the Seller shall have delivered applicable Guarantor may not be required to the Series 2023-2 Co-Owner, the Custodian and each Entitled Party under the Additional Property Agreement relating to obtain such Additional Property, one or more Officers’ Certificates dated the date of any amendment to this Agreement, stating that the Seller believes that such amendment does not and is not reasonably expected to result in the occurrence of an Amortization Event with respect to any Series or Class or materially adversely affect the amount or timing of remittances to be made in respect of any Series or Class; d) the Rating Agency Condition shall have been satisfied consent with respect to the amendment security interest for the benefit of the Junior First Lien Notes Collateral Agent on behalf of the Holders of the Notes and each other secured party under the Collateral Documents to this Series 2023-2 Purchase Agreement; e) the Series 2023-2 Co-Owner shall have received an Opinion extent such consent is not required to be obtained under the terms of Counsel substantially the documents governing ABL Obligations. Additionally, if the Company or any Guarantor creates any additional security interest upon any property or asset in the form nature of Exhibit “A” assets constituting Notes Collateral to secure any Junior First Lien Notes Obligations after the Issue Date, it shall concurrently grant a security interest (subject to Permitted Liens, including, to the Pooling extent applicable, the senior first-priority Lien that secures the First Lien Notes Obligations, the second-priority Lien that secures the Second Lien Notes Obligations and Servicing Agreement the third-priority Lien that secures the ABL Obligations) upon such property as security for the Junior First Lien Notes Obligations and any Additional Junior First Lien Indebtedness with the priority required by the Intercreditor Agreements. If granting a security interest in such Notes Collateral requires the consent of a third party, the Company and the applicable Guarantor may not be required to obtain such consent with respect to the security interest for the benefit of the Junior First Lien Notes Collateral Agent on behalf of the Holders of the Notes and each other secured party under the Collateral Documents to the extent such consent is not required to be obtained under the terms of the documents governing the Junior First Lien Notes Obligations. For the avoidance of doubt, neither the Company nor any Guarantor shall be required to deliver (or make efforts to deliver) to the Junior First Lien Notes Collateral Agent any lien waiver or access agreement from any landlord, bailee, carrier, customer or similar Person with respect to the Notes Collateral, notwithstanding any requirement to deliver (or make efforts to deliver) any such other form lien waiver or access agreement to the ABL Agent with respect to the ABL Collateral so long as satisfies the Rating Agency Condition with such changes as may be appropriate to reflect that the Transfer relates to such Additional Property, rather than Ownership Interests; andABL Credit Facility is outstanding.