Common use of Additional Conditions Precedent to All Advances Clause in Contracts

Additional Conditions Precedent to All Advances. Each Advance shall be subject to the further conditions precedent that: (a) On the related Funding Date, the Borrower or the Servicer, as the case may be, shall have certified in the related Borrower Notice that: (i) The representations and warranties set forth in Sections 4.1 and 7.8 are true and correct on and as of such date, before and after giving effect to such borrowing and to the application of the proceeds therefrom, as though made on and as of such date; and (ii) No event has occurred, or would result from such Advance or from the application of the proceeds therefrom, that constitutes an Early Termination Event or an Unmatured Termination Event. (b) The Termination Date shall not have occurred; (c) Before and after giving effect to such borrowing and to the application of proceeds therefrom, the Collateral Quality Test shall be satisfied, as calculated on such date; (d) Before and after giving effect to such borrowing and to the application of proceeds therefrom, the Borrowing Base Test shall be satisfied, as calculated on such date; (e) No (i) claim has been asserted or proceeding commenced challenging enforceability or validity of any of the Transaction Documents or (ii) material claim has been asserted or proceeding commenced challenging enforceability or validity of any of the Loan Documents, in each case, excluding any instruments, certificates or other documents relating to Loans that were the subject of prior Advances; (f) There shall have been no Material Adverse Change with respect to the Borrower or the Servicer since the preceding Advance; and (g) The Servicer and Borrower shall have taken such other action, including delivery of approvals, consents, opinions, documents, and instruments to the Managing Agents as each may reasonably request.

Additional Conditions Precedent to All Advances. Each Advance shall be subject to the further conditions precedent that: (a) On the related Funding Date, the Borrower or the Servicer, as the case may be, shall have certified in the related Borrower Notice that: (i) The representations and warranties set forth in Sections 4.1 and 7.8 are true and correct in all material respects on and as of such date, before and after giving effect to such borrowing and to the application of the proceeds therefrom, as though made on and as of such date; and (ii) No event has occurred, or would result from such Advance or from the application of the proceeds therefrom, that constitutes an Early Termination Event or an Unmatured Termination Event. (b) The Termination Date shall not have occurred; (c) Before and after giving effect to such borrowing and to the application of proceeds therefrom, therefrom the Collateral Quality Test shall be satisfied, as calculated on such date; (d) Before and after giving effect to such borrowing and to the application of proceeds therefrom, therefrom the Borrowing Base Test shall be satisfied, as calculated on such date; (e) No (i) claim has been asserted or proceeding commenced challenging enforceability or validity of any of the Transaction Documents or (ii) material claim has been asserted or proceeding commenced challenging enforceability or validity of any of the Loan Documents, in each case, excluding any instruments, certificates or other documents relating to Loans that were the subject of prior Advances; (f) There shall have been no Material Adverse Change with respect to the Borrower or the Servicer since the preceding Advance; (g) Such Advance shall not cause the aggregate amount of Advances Outstanding to increase by more than $40,000,000 during the 32-day period ending on the related Funding Date of such Advance; provided, that the foregoing amount set forth in this clause (g) may be increased (i) upon no less than 32 days prior written notice from the Borrower to the Administrative Agent or (ii) by the Administrative Agent in its sole discretion; and (gh) The Servicer and Borrower shall have taken such other action, including delivery of approvals, consents, opinions, documents, and instruments to the Managing Agents as each may reasonably request.

Additional Conditions Precedent to All Advances. Each Advance shall be subject to the further conditions precedent that: (a) On the related Funding Date, the The Borrower or the Servicer, as the case may be, shall have delivered a Funding Request in accordance with the procedures set forth in Section 2.2 and certified in the related Borrower Notice that: (i) The representations and warranties set forth in Sections Section 4.1 and 7.8 are true and correct in all material respects on and as of such datedate and the related Funding Date, before and after giving effect to such borrowing and to the application of the proceeds therefrom, as though made on and as of such datedate (except for representations and warranties that are qualified by materiality, a Material Adverse Effect or any similar qualifier, which representations shall be true and correct in all respects as of such date and the related Funding Date); and (ii) No event has occurred, or would result from such Advance or from the application of the proceeds therefrom, that constitutes an Early Termination Event of Default or an Unmatured Termination Event.Event of Default; (b) The Termination Date shall not have occurred; (c) Before and after giving effect to such borrowing Advance and to the application of proceeds therefrom, the Collateral Quality Test shall be satisfied, as calculated on such date; (d) Before and after giving effect to such borrowing and to the application of proceeds therefrom, therefrom the Borrowing Base Test shall be satisfied, as calculated on such date; (ed) No (i) claim has been asserted or proceeding commenced challenging the enforceability or validity of any of the Transaction Documents or (ii) material claim has been asserted or proceeding commenced challenging enforceability or validity of any of the Loan Documents, in each case, excluding any instruments, certificates or other documents relating to Loans that were are no longer outstanding or which are no longer included in the subject of prior Advances;Collateral; and (fe) There shall have been no Material Adverse Change with respect to the Borrower or the Servicer since the preceding Advance; and (g) The Servicer Advance and Borrower shall the acquisition of the Loan, if applicable, will not have taken a Material Adverse Effect on such other action, including delivery of approvals, consents, opinions, documents, and instruments to the Managing Agents as each may reasonably requestLoan.

Additional Conditions Precedent to All Advances. Each Advance shall be subject to the further conditions precedent that: (a) On the related Funding Date, the Borrower or the Servicer, as the case may be, shall have certified in the related Borrower Notice that: (i) The representations and warranties set forth in Sections 4.1 and 7.8 are true and correct on and as of such date, before and after giving effect to such borrowing and to the application of the proceeds therefrom, as though made on and as of such date; and (ii) No event has occurred, or would result from such Advance or from the application of the proceeds therefrom, that constitutes an Early Termination Event or an Unmatured Termination Event. (b) The Termination Date shall not have occurred; (c) Before and after giving effect to such borrowing and to the application of proceeds therefrom, the Collateral Quality Test shall be satisfied, as calculated on such date; (d) Before and after giving effect to such borrowing and to the application of proceeds therefrom, the Borrowing Base Test shall be satisfied, as calculated on such date; (e) No (i) claim has been asserted or proceeding commenced challenging enforceability or validity of any of the Transaction Documents or (ii) material claim has been asserted or proceeding commenced challenging enforceability or validity of any of the Loan Documents, in each case, excluding any instruments, certificates or other documents relating to Loans that were the subject of prior Advances; (f) There shall have been no Material Adverse Change with respect to the Borrower or the Servicer since the preceding Advance; and (g) The Servicer and Borrower shall have taken such other action, including delivery of approvals, consents, opinions, documents, and instruments to the Managing Agents as each may reasonably request.

Additional Conditions Precedent to All Advances. Each Advance shall be subject to the further conditions precedent that, as of the date of such Advance and both (i) before giving effect to such Advance and (ii) after giving effect thereto and to the application of the proceeds thereof: (a) The representations and warranties set forth in Sections 4.1 and 7.8 shall be true and correct on and as of such date, as though made on and as of such date; (b) Obligors in respect of Borrowing Base Eligible Loans included as part of the Collateral shall be in not fewer than seven (7) different Industries, determined by reference to the Xxxxx’x Industry Classifications; (c) The Transferred Loans shall consist of not fewer than eight (8) Borrowing Base Eligible Loans (for such purpose, Loans to Obligors which are Affiliates of each other shall be deemed to be a single Loan); (d) No more than three (3) Loans shall then be Pre-Positioned Loans; (e) The Termination Date shall not have occurred; (f) No event shall have occurred and be continuing that constitutes a Termination Event or Unmatured Termination Event (including without limitation, satisfaction of the Borrowing Base Test, the Overcollateralization Ratio Test and the Required Equity Test); (g) The amount on deposit in the Interest Reserve Account shall be at least equal to the Interest Reserve Account Requirement; (h) Each Collateral Quality Test shall be satisfied; (i) The applicable conditions set forth in Section 2.1 and Section 2.2(a) and/or 2.2(b) shall have been satisfied to the extent satisfaction thereof is required on or prior to the Funding Date; (j) No claim shall have been asserted or proceeding commenced challenging enforceability or validity of any of the Transaction Documents, excluding any instruments, certificates or other documents relating to Loans that were the subject of prior Advances; (k) There shall have been no Material Adverse Change with respect to the Borrower or the Servicer since the preceding Advance; (l) The Documentation Agent shall have recalculated the Diversity Score and Xxxxx’x Asset Correlation Factor pursuant to Section 7.21 after giving effect to such Advance and any transfer of Loans to the Borrower; (m) On the related Funding Date, the Borrower or the Servicer, as the case may be, shall have certified in the related Borrower Notice that: (i) The representations and warranties that the conditions set forth in Sections 4.1 and 7.8 are true and correct on and as of such date, before and after giving effect to such borrowing and to the application of the proceeds therefrom, as though made on and as of such dateclauses (a) through (l) above shall have been satisfied; and (ii) No event has occurred, or would result from such Advance or from the application of the proceeds therefrom, that constitutes an Early Termination Event or an Unmatured Termination Event. (b) The Termination Date shall not have occurred; (c) Before and after giving effect to such borrowing and to the application of proceeds therefrom, the Collateral Quality Test shall be satisfied, as calculated on such date; (d) Before and after giving effect to such borrowing and to the application of proceeds therefrom, the Borrowing Base Test shall be satisfied, as calculated on such date; (e) No (i) claim has been asserted or proceeding commenced challenging enforceability or validity of any of the Transaction Documents or (ii) material claim has been asserted or proceeding commenced challenging enforceability or validity of any of the Loan Documents, in each case, excluding any instruments, certificates or other documents relating to Loans that were the subject of prior Advances; (f) There shall have been no Material Adverse Change with respect to the Borrower or the Servicer since the preceding Advance; and (gn) The Servicer and the Borrower shall have taken such other actionactions, including delivery of approvals, consents, opinions, documents, and instruments to the Managing Agents Facility Agent as each it may reasonably request.

Additional Conditions Precedent to All Advances. Each Advance shall be subject to the further conditions precedent that: (a) On the related Funding Date, the Borrower or the Servicer, as the case may be, shall have certified in the related Borrower Notice that: (i) The representations and warranties set forth in Sections 4.1 and 7.8 are true and correct in all material respects on and as of such date, before and after giving effect to such borrowing and to the application of the proceeds therefrom, as though made on and as of such date; and (ii) No event has occurred, or would result from such Advance or from the application of the proceeds therefrom, that constitutes an Early Termination Event or an Unmatured Termination Event. (b) The Termination Date shall not have occurred; (c) Before and after giving effect to such borrowing and to the application of proceeds therefrom, therefrom the Collateral Quality Test shall be satisfied, as calculated on such date; (d) Before and after giving effect to such borrowing and to the application of proceeds therefrom, therefrom the Borrowing Base Test shall be satisfied, as calculated on such date; (e) No (i) claim has been asserted or proceeding commenced challenging enforceability or validity of any of the Transaction Documents or (ii) material claim has been asserted or proceeding commenced challenging enforceability or validity of any of the Loan Documents, in each case, excluding any instruments, certificates or other documents relating to Loans that were the subject of prior Advances; (f) There shall have been no Material Adverse Change with respect to the Borrower or the Servicer since the preceding Advance; (g) Such Advance shall not cause the aggregate amount of Advances Outstanding to increase by more than $40,000,000 during the 32-day period ending on the related Funding Date of such Advance; provided, that the foregoing amount set forth in this clause (g) may be increased (i) upon no less than thirty-two (32) days prior written notice from the Borrower to the Administrative Agent or (ii) by the Administrative Agent in its sole discretion; and (gh) The Servicer and Borrower shall have taken such other action, including delivery of approvals, consents, opinions, documents, and instruments to the Managing Agents as each may reasonably request.

Additional Conditions Precedent to All Advances. Each Advance shall be subject to the further conditions precedent that: (a) On the related Funding Date, the Borrower or the Servicer, as the case may be, shall have certified in the related Borrower Notice that: (i) The representations and warranties set forth in Sections 4.1 and 7.8 are true and correct on and as of such date, before and after giving effect to such borrowing and to the application of the proceeds therefrom, as though made on and as of such date; and (ii) No event has occurred, or would result from such Advance or from the application of the proceeds therefrom, that constitutes an Early Termination Event or an Unmatured Early Termination Event. (b) The Termination Date shall not have occurred; (c) Before and after giving effect to such borrowing and to the application of proceeds therefrom, the Collateral Quality Test shall be satisfied, as calculated on such date; (d) Before and after giving effect to such borrowing and to the application of proceeds therefrom, therefrom the Borrowing Base Test shall be satisfied, as calculated on such date; (ed) No (i) claim has been asserted or proceeding commenced challenging enforceability or validity of any of the Transaction Documents or (ii) material claim has been asserted or proceeding commenced challenging enforceability or validity of any of the Loan Documents, in each case, excluding any instruments, certificates or other documents relating to Loans that were the subject of prior Advances; (fe) There shall have been no Material Adverse Change with respect to the Borrower or the Servicer since the preceding Advance; (f) Before and after giving effect to such borrowing and to the application of proceeds therefrom the Collateral Quality Test shall be satisfied, as calculated on such date; and (g) The Servicer and Borrower shall have taken such other action, including delivery of approvals, consents, opinions, documents, and instruments to the Managing Agents as each may reasonably request.

Additional Conditions Precedent to All Advances. Each Advance shall be subject to the further conditions precedent that: (a) On the related Funding Date, the Borrower or the Servicer, as the case may be, shall have certified in the related Borrower Notice that: (i) The representations and warranties set forth in Sections 4.1 and 7.8 are true and correct on and as of such date, before and after giving effect to such borrowing and to the application of the proceeds therefrom, as though made on and as of such date; and (ii) No event has occurred, or would result from such Advance or from the application of the proceeds therefrom, that constitutes an Early Termination Event or an Unmatured Termination Event. (b) The Termination Date shall not have occurred; (c) Before and after giving effect to such borrowing and to the application of proceeds therefrom, therefrom the Collateral Quality Test shall be satisfied, as calculated on such date; (d) Before and after giving effect to such borrowing and to the application of proceeds therefrom, therefrom the Borrowing Base Test shall be satisfied, as calculated on such date; (e) No (i) claim has been asserted or proceeding commenced challenging enforceability or validity of any of the Transaction Documents or (ii) material claim has been asserted or proceeding commenced challenging enforceability or validity of any of the Loan Documents, in each case, excluding any instruments, certificates or other documents relating to Loans that were the subject of prior Advances; (f) There shall have been no Material Adverse Change with respect to the Borrower or the Servicer since the preceding Advance; and (g) The Servicer and Borrower shall have taken such other action, including delivery of approvals, consents, opinions, documents, and instruments to the Managing Agents as each may reasonably request.

Additional Conditions Precedent to All Advances. Each Advance shall be subject to the further conditions precedent that: (a) On The Borrower shall have delivered a Borrower Notice in accordance with the related Funding Date, procedures set forth in Section 2.2 and the following statements shall be true and correct (and the Borrower or the Servicer, as the case may be, shall have certified to the same in the related Borrower Notice that:Notice): (i) The representations and warranties set forth in Sections 4.1 and 7.8 are true and correct in all material respects on and as of such datedate and the related Funding Date, before and after giving effect to such borrowing Advance and to the application of the proceeds therefrom, as though made on and as of such datedate (except for representations and warranties that are qualified by materiality, a Material Adverse Effect or any similar qualifier, which representations shall be true and correct in all respects as of such date and the related Funding Date); and (ii) No event has occurred, or would result from such Advance or from the application of the proceeds therefrom, that constitutes an Early Termination Event of Default or an Unmatured Termination Event.Event of Default; (b) The Termination Date shall not have occurred; (c) Before and after giving effect to such borrowing Advance and to the application of proceeds therefrom, therefrom (i) the Collateral Quality Test shall be satisfied (or, if the Collateral Quality Test is not satisfied, each of the Weighted Average Remaining Maturity, the Weighted Average Spread, the Weighted Average Risk Rating and the Weighted Average LTV components thereof, then in effect and prior to giving effect to such Advance and any related acquisition of Transferred Loans, shall be improved after giving effect to such Advance and any related acquisition of Transferred Loans), as calculated on such date; , and (dii) Before and after giving effect to such borrowing and to the application of proceeds therefrom, the Borrowing Base Test shall be satisfied, as calculated on such date; (ed) No (i) claim has been asserted or proceeding commenced challenging the enforceability or validity of any of the Transaction Documents or (ii) material claim has been asserted or proceeding commenced challenging enforceability or validity of any of the Loan Documents, in each case, excluding any instruments, certificates or other documents relating to Transferred Loans that were are no longer outstanding or which are no longer included in the subject of prior Advances;Collateral; and (fe) There shall have been no Material Adverse Change Other than with respect to the Required Loan Documents with respect to Loans acquired by the Borrower or during the Servicer since Initial Period that are in Electronic Form, to the preceding Advanceextent any new Loans are being included in the Borrowing Base, and the Required Loan Documents with respect thereto are in Electronic Form, electronic originals of the Required Loan Documents have been deposited into the Electronic Vault in the name of the Collateral Custodian on behalf of the Borrower that is maintained with the E-Vault Provider, identified via the Required Legend, and under the control of the Administrative Agent in conformity with the requirements of the Transaction Documents; and (g) The Servicer and provided that with respect to the Required Loan Documents with respect to Loans acquired by the Borrower during the Initial Period that are in Electronic Form, the Collateral Custodian shall have taken confirmed that it shall have received such other action, including delivery Required Loan Documents for each Loan that is a Transferred Loan as of approvals, consents, opinions, documentssuch Funding Date and confirmed that the Required Loan Documents satisfy the Review Criteria and delivered a Custodial Certificate to the Administrative Agent, and instruments it is understood and agreed that only copies of such Required Loan Documents shall be delivered during the Initial Period, with the sole authoritative copies of such Required Loan Documents to the Managing Agents as each may reasonably requestbe delivered in accordance with Section 5.1(pp).

Additional Conditions Precedent to All Advances. Each Advance shall be subject to the further conditions precedent that: (a) On the related Funding Date, the Borrower or the Servicer, as the case may be, shall have certified in the related Borrower Notice that: : (i) The representations and warranties set forth in Sections 4.1 and 7.8 are true and correct on and as of such date, before and after giving effect to such borrowing and to the application of the proceeds therefrom, as though made on and as of such date; and and (ii) No event has occurred, or would result from such Advance or from the application of the proceeds therefrom, that constitutes an Early Termination Event or an Unmatured Termination Event. (b) The Termination Date shall not have occurred; ; (c) Before and after giving effect to such borrowing and to the application of proceeds therefrom, the Collateral Quality Test shall be satisfied, as calculated on such date; ; (d) Before and after giving effect to such borrowing and to the application of proceeds therefrom, the Borrowing Base Test shall be satisfied, as calculated on such date;; 74 (e) No (i) claim has been asserted or proceeding commenced challenging enforceability or validity of any of the Transaction Documents or (ii) material claim has been asserted or proceeding commenced challenging enforceability or validity of any of the Loan Documents, in each case, excluding any instruments, certificates or other documents relating to Loans that were the subject of prior Advances; ; (f) There shall have been no Material Adverse Change with respect to the Borrower or the Servicer since the preceding Advance; and (g) The Servicer and Borrower shall have taken such other action, including delivery of approvals, consents, opinions, documents, and instruments to the Managing Agents as each may reasonably request.

Additional Conditions Precedent to All Advances. Each Advance shall be subject to the further conditions precedent that: (a) On the related Funding Date, the Borrower or the Servicer, as the case may be, shall have certified in the related Borrower Notice that: (i) The representations and warranties set forth in Sections 4.1 and 7.8 are true and correct on and as of such date, before and after giving effect to such borrowing and to the application of the proceeds therefrom, as though made on and as of such date; and (ii) No event has occurred, or would result from such Advance or from the application of the proceeds therefrom, that constitutes an Early Termination Event or an Unmatured Termination Event. (b) The Termination Date shall not have occurred; (c) Before and after giving effect to such borrowing and to the application of proceeds therefrom, the Collateral Quality Test shall be satisfied, as calculated on such date; (d) Before and after giving effect to such borrowing and to the application of proceeds therefrom, the Borrowing Base Test shall be satisfied, as calculated on such date; (e) No (i) claim has been asserted or proceeding commenced challenging enforceability or validity of any of the Transaction Documents or (ii) material claim has been asserted or proceeding commenced challenging enforceability or validity of any of the Loan Documents, in each case, excluding any instruments, certificates or other documents relating to Loans that were the subject of prior Advances; (f) There shall have been no Material Adverse Change with respect to the Borrower or the Servicer since the preceding Advance; and (g) The Servicer and Borrower shall have taken such other action, including delivery of approvals, consents, opinions, documents, and instruments to the Managing Agents as each may reasonably request.

Additional Conditions Precedent to All Advances. Each Advance shall be subject to the further conditions precedent that: (a) On the related Funding Date, the Borrower or the Servicer, as the case may be, shall have certified in the related Borrower Notice that: (i) The representations and warranties set forth in Sections 4.1 and 7.8 are true and correct in all material respects on and as of such date, before and after giving effect to such borrowing and to the application of the proceeds therefrom, as though made on and as of such date; and (ii) No event has occurred, or would result from such Advance or from the application of the proceeds therefrom, that constitutes an Early Termination Event or an Unmatured Termination Event. (b) The Termination Date shall not have occurred; (c) Before and after giving effect to such borrowing and to the application of proceeds therefrom, therefrom the Collateral Quality Test shall be satisfied, as calculated on such date; (d) Before and after giving effect to such borrowing and to the application of proceeds therefrom, therefrom the Borrowing Base Test shall be satisfied, as calculated on such date; (e) No (i) claim has been asserted or proceeding commenced challenging enforceability or validity of any of the Transaction Documents or (ii) material claim has been asserted or proceeding commenced challenging enforceability or validity of any of the Loan Documents, in each case, excluding any instruments, certificates or other documents relating to Loans that were the subject of prior Advances; (f) There shall have been no Material Adverse Change with respect to the Borrower or the Servicer since the preceding Advance; (g) Such Advance shall not cause the aggregate amount of Advances Outstanding to increase by more than $40,000,000 during the 32-day period ending on the related Funding Date of such Advance; provided, that the foregoing amount set forth in this clause (g) may be increased (i) upon no less than 32 days prior written notice from the Borrower to the Administrative Agent or (ii) by the Administrative Agent in its sole discretion; and (gh) The Servicer and Borrower shall have taken such other action, including delivery of approvals, consents, opinions, documents, and instruments to the Managing Agents as each may reasonably request.

Additional Conditions Precedent to All Advances. Each Advance (including any Swingline Advance) shall be subject to the further conditions precedent that: (a) On the related Funding Date, the The Borrower or the Servicer, as the case may be, shall have delivered a Funding Request in accordance with the procedures set forth in Section 2.2 and certified in the related Borrower Notice that: (i) The representations and warranties set forth in Sections Section 4.1 and 7.8 are true and correct in all material respects on and as of such datedate and the related Funding Date, before and after giving effect to such borrowing and to the application of the proceeds therefrom, as though made on and as of such datedate (except for representations and warranties that are qualified by materiality, a Material Adverse Effect or any similar qualifier, which representations shall be true and correct in all respects as of such date and the related Funding Date); and (ii) No event has occurred, or would result from such Advance or from the application of the proceeds therefrom, that constitutes an Early Termination Event of Default or an Unmatured Termination Event.Event of Default; (b) The Termination Date shall not have occurred; (c) Before and after giving effect to such borrowing Advance and to the application of proceeds therefrom, the Collateral Quality Test shall be satisfied, as calculated on such date; (d) Before and after giving effect to such borrowing and to the application of proceeds therefrom, therefrom the Borrowing Base Test shall be satisfied, as calculated on such date; (ed) No (i) claim has been asserted or proceeding commenced challenging the enforceability or validity of any of the Transaction Documents or (ii) material claim has been asserted or proceeding commenced challenging enforceability or validity of any of the Loan Documents, in each case, excluding any instruments, certificates or other documents relating to Loans that were are no longer outstanding or which are no longer included in the subject of prior Advances;Collateral; and (fe) There shall have been no Material Adverse Change with respect to the Borrower or the Servicer since the preceding Advance; and (g) The Servicer Advance and Borrower shall the acquisition of the Loan, if applicable, will not have taken a Material Adverse Effect on such other action, including delivery of approvals, consents, opinions, documents, and instruments to the Managing Agents as each may reasonably requestLoan.

Additional Conditions Precedent to All Advances. Each Advance shall be subject to the further conditions precedent that: (a) On The Borrower shall have delivered a Borrower Notice in accordance with the related Funding Date, procedures set forth in Section 2.2 and the following statements shall be true and correct (and the Borrower or the Servicer, as the case may be, shall have certified to the same in the related Borrower Notice that:Notice): (i) The representations and warranties set forth in Sections 4.1 and 7.8 are true and correct in all material respects on and as of such datedate and the related Funding Date, before and after giving effect to such borrowing Advance and to the application of the proceeds therefrom, as though made on and as of such datedate (except for representations and warranties that are qualified by materiality, a Material Adverse Effect or any similar qualifier, which representations shall be true and correct in all respects as of such date and the related Funding Date); and (ii) No event has occurred, or would result from such Advance or from the application of the proceeds therefrom, that constitutes an Early Termination Event of Default or an Unmatured Termination Event.Event of Default; (b) The Termination Date shall not have occurred; (c) Before and after giving effect to such borrowing Advance and to the application of proceeds therefrom, therefrom (i) the Collateral Quality Test shall be satisfied (or, if the Collateral Quality Test is not satisfied, each of the Weighted Average Remaining Maturity, the Weighted Average Spread, the Weighted Average Risk Rating and the Weighted Average LTV components thereof, then in effect and prior to giving effect to such Advance and any related acquisition of Transferred Loans, shall be improved after giving effect to such Advance and any related acquisition of Transferred Loans), as calculated on such date; (d) Before and after giving effect to such borrowing and to the application of proceeds therefrom, the Borrowing Base Test shall be satisfied, as calculated on such date; (e) No (i) claim has been asserted or proceeding commenced challenging enforceability or validity of any of the Transaction Documents or (ii) material claim has been asserted or proceeding commenced challenging enforceability or validity of any of the Loan Documents, in each case, excluding any instruments, certificates or other documents relating to Loans that were the subject of prior Advances; (f) There shall have been no Material Adverse Change with respect to the Borrower or the Servicer since the preceding Advance; and (g) The Servicer and Borrower shall have taken such other action, including delivery of approvals, consents, opinions, documents, and instruments to the Managing Agents as each may reasonably request.

Additional Conditions Precedent to All Advances. Each Advance to be made on the related Funding Date shall be subject to the further conditions precedent that: (a) On the related Funding Date, the Borrower or the Servicer, as the case may be, shall have certified in the related Borrower Borrowing Notice that: (i) The representations and warranties set forth in Sections 4.1 and 7.8 are true and correct in all material respects on and as of such date, before and after giving effect to such borrowing and to the application of the proceeds therefrom, as though made on and as of such date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); (ii) The requested Advance does not exceed the Availability on such Funding Date; and (iiiii) No event has occurred, or would result from such Advance or from the application of the proceeds therefrom, that constitutes an Early Event of Default, a Servicer Termination Event Event, or an Unmatured Termination EventEvent of Default. (b) The Neither the Termination Date shall not have nor the Commitment Termination Date has occurred;. (c) Before and after giving effect to such borrowing Advance and to the application of proceeds therefromtherefrom each of the Interest Coverage Ratio Test and, the except during CQT Exception Period, each Collateral Quality Test shall be satisfiedsatisfied on a pro forma basis, as calculated on such date;. (d) Before and after giving effect to such borrowing Advance and to the application of proceeds therefrom, therefrom the Borrowing Base Test shall be satisfied, as calculated on such date;. (e) No (i) claim has been asserted or proceeding commenced challenging enforceability or validity of any of the Transaction Documents or (ii) material claim has been asserted or proceeding commenced challenging enforceability or validity of any of the Loan Documents, in each case, excluding any instruments, certificates or other documents relating to Loans that were are no longer outstanding or which are no longer included in the subject of prior Advances;Collateral. (f) There The requested Advance shall have been no Material Adverse Change with respect to the Borrower or the Servicer since the preceding Advance; andbe at least $500,000. (g) The Servicer Lenders have made no more than one other Advance in the same calendar week as the Funding Date. (h) The Funding Date is a Business Day during the Revolving Period. (i) the Administrative Agent, each Managing Agent and Borrower the Collateral Custodian, as applicable, shall have taken such other action, including delivery of approvals, consents, opinions, documents, and instruments to received the Managing Agents as each may reasonably requestdocuments listed in Section 2.2(b) from the Borrower.

Additional Conditions Precedent to All Advances. Each Advance shall be subject to the further conditions precedent that: (a) On the related Funding Date, the Borrower or the Servicer, as the case may be, shall have certified in the related Borrower Notice that: (i) The representations and warranties set forth in Sections 4.1 and 7.8 are true and correct on and as of such date, before and after giving effect to such borrowing and to the application of the proceeds therefrom, as though made on and as of such date; and (ii) No event has occurred, or would result from such Advance or from the application of the proceeds therefrom, that constitutes an Early Termination Event or an Unmatured Termination Event. (b) The Termination Date shall not have occurred; (c) Before and after giving effect to such borrowing and to the application of proceeds therefrom, therefrom the Collateral Quality Test shall be satisfied, as calculated on such date; (d) Before and after giving effect to such borrowing and to the application of proceeds therefrom, therefrom the Borrowing Base Test shall be satisfied, as calculated on such date; (e) No (i) claim has been asserted or proceeding commenced challenging enforceability or validity of any of the Transaction Documents or (ii) material claim has been asserted or proceeding commenced challenging enforceability or validity of any of the Loan Documents, in each case, excluding any instruments, certificates or other documents relating to Loans that were the subject of prior Advances; (f) There shall have been no Material Adverse Change with respect to the Borrower or the Servicer since the preceding Advance; and (g) The Servicer and Borrower shall have taken such other action, including delivery of approvals, consents, opinions, documents, and instruments to the Managing Agents as each may reasonably request.

Additional Conditions Precedent to All Advances. Each Advance shall be subject to the further conditions precedent that: (a) On the related Funding Date, the Borrower or the Servicer, as the case may be, shall have certified in the related Borrower Notice that: (i) The representations and warranties set forth in Sections 4.1 and 7.8 are true and correct on and as of such date, before and after giving effect to such borrowing and to the application of the proceeds therefrom, as though made on and as of such date; and (ii) No event has occurred, or would result from such Advance or from the application of the proceeds therefrom, that constitutes an Early Termination Event or an Unmatured Termination Event. (b) The Termination Date shall not have occurred; (c) Before and after giving effect to such borrowing and to the application of proceeds therefrom, the Collateral Quality Test shall be satisfied, as calculated on such date; (d) Before and after giving effect to such borrowing and to the application of proceeds therefrom, therefrom the Borrowing Base Test shall be satisfied, as calculated on such date; (ed) No (i) claim has been asserted or proceeding commenced challenging enforceability or validity of any of the Transaction Documents or (ii) material claim has been asserted or proceeding commenced challenging enforceability or validity of any of the Loan Documents, in each case, excluding any instruments, certificates or other documents relating to Loans that were the subject of prior Advances; (fe) There shall have been no Material Adverse Change with respect to the Borrower or the Servicer since the preceding Advance; and (gf) The Servicer and Borrower shall have taken such other action, including delivery of approvals, consents, opinions, documents, and instruments to the Managing Agents as each may reasonably request.

Additional Conditions Precedent to All Advances. Each Advance shall be subject to the further conditions precedent that: (a) On the related Funding Date, the Borrower or the Servicer, as the case may be, shall have certified in the related Borrower Notice that: (i) The representations and warranties set forth in Sections 4.1 and 7.8 are true and correct on and as of such date, before and after giving effect to such borrowing and to the application of the proceeds therefrom, as though made on and as of such date; (ii) (A) Prior to the first anniversary date of the Closing Date, Obligors in respect of Eligible Loans included as part of the Collateral shall be in not fewer than three (3) different Industries, and (B) on and after such anniversary date, Obligors in respect of Eligible Loans included as part of the Collateral shall be in not fewer than four (4) different Industries; (iii) After given effect to such Advance, no more than two (2) Loans shall then be Pre-Positioned Loans; and (iiiv) No event has occurred, or would result from such Advance or from the application of the proceeds therefrom, that constitutes an Early Termination Event or an Unmatured a Termination Event.; (b) In the case of the initial Advance, the Administrative Agent shall have had the opportunity to conduct such review of the Loans to be included in the Collateral on the date of such Advance and to receive such legal opinions and other assurances with respect to the conformity of such Loans with the provisions of this Agreement as it shall have reasonably requested, and the results of such review and such opinions and other assurances shall be satisfactory in all material respects to the Administrative Agent; (c) In the case of the initial Advance, the Administrative Agent and each Lender shall have received an opinion or opinions of Xxxxxxxx Chance US LLP, as counsel for the Borrower, in connection with the initial transfer of Loans by the Originator pursuant to the Purchase Agreement, in form, scope and substance reasonably satisfactory to the Administrative Agent and each Lender, relating to substantive consolidation and sale characterization issues; (d) The Required Equity Investment shall be maintained; (e) The Termination Date shall not have occurred; (cf) Before and after giving effect to such borrowing and to the application of proceeds therefrom, the Collateral Quality Test shall be satisfied, as calculated on such date; (d) Before and after giving effect to such borrowing and to the application of proceeds therefrom, therefrom the Borrowing Base Test shall be satisfied, as calculated on such date; (eg) The applicable conditions set forth in Sections 2.1 and 2.2(a) shall have been satisfied; (h) No (i) claim has been asserted or proceeding commenced challenging enforceability or validity of any of the Transaction Documents or (ii) material claim has been asserted or proceeding commenced challenging enforceability or validity of any of the Loan Documents, in each case, excluding any instruments, certificates or other documents relating to Loans that were the subject of prior Advances; (fi) There shall have been no Material Adverse Change with respect to the Borrower or the Servicer since the preceding Advance (or, in the case of the initial Advance, since the Closing Date); and (gj) The Servicer and the Borrower shall have taken such other action, including delivery of approvals, consents, opinions, documents, and instruments to the Managing Agents Administrative Agent as each it may reasonably request.

Additional Conditions Precedent to All Advances. Each Advance shall be subject to the further conditions precedent that: (a) On The Borrower shall have delivered a Borrower Notice in accordance with the related Funding Date, procedures set forth in Section 2.2 and the following statements shall be true and correct (and the Borrower or the Servicer, as the case may be, shall have certified to the same in the related Borrower Notice that:Notice): (i) The representations and warranties set forth in Sections 4.1 and 7.8 are true and correct in all material respects on and as of such datedate and the related Funding Date, before and after giving effect to such borrowing Advance and to the application of the proceeds therefrom, as though made on and as of such datedate (except for representations and warranties that are qualified by materiality, a Material Adverse Effect or any similar qualifier, which representations shall be true and correct in all respects as of such date and the related Funding Date); and (ii) No event has occurred, or would result from such Advance or from the application of the proceeds therefrom, that constitutes an Early Termination Event of Default or an Unmatured Termination Event.Event of Default; (b) The Termination Date shall not have occurred; (c) Before and after giving effect to such borrowing Advance and to the application of proceeds therefrom, therefrom (i) the Collateral Quality Test shall be satisfied (or, if the Collateral Quality Test is not satisfied, each of the Weighted Average Remaining Maturity, the Weighted Average Spread, the Weighted Average Risk Rating, the Weighted Average LTV, the Weighted Average Total Funded Debt Ratio to TTM EBITDA and the Weighted Average LTVTotal Funded Debt Ratio to TTM Recurring Revenue components thereof, then in effect and prior to giving effect to such Advance and any related acquisition of Transferred Loans, shall be improved after giving effect to such Advance and any related acquisition of Transferred Loans), as calculated on such date; , and (dii) Before and after giving effect to such borrowing and to the application of proceeds therefrom, the Borrowing Base Test shall be satisfied, as calculated on such date; (ed) No (i) claim has been asserted or proceeding commenced challenging the enforceability or validity of any of the Transaction Documents or (ii) material claim has been asserted or proceeding commenced challenging enforceability or validity of any of the Loan Documents, in each case, excluding any instruments, certificates or other documents relating to Transferred Loans that were are no longer outstanding or which are no longer included in the subject of prior Advances;Collateral; and (fe) There shall have been no Material Adverse Change Other than with respect to the Required Loan Documents with respect to Loans acquired by the Borrower during the Initial Period that are in Electronic Form or Loans that are originated by a Third Party Originator, to the Servicer since extent any new Loans are being included in the preceding AdvanceBorrowing Base, and the Required Loan Documents with respect thereto are in Electronic Form, electronic originals of the Required Loan Documents have been deposited into the Electronic Vault in the name of the Collateral Custodian on behalf of the Borrower that is maintained with the E-Vault Provider, identified via the Required Legend, and under the control of the Administrative Agent in conformity with the requirements of the Transaction Documents; and (g) The Servicer and provided that with respect to the Required Loan Documents with respect to Loans acquired by the Borrower during the Initial Period that are in Electronic Form, the Collateral Custodian shall have taken confirmed that it shall have received such other action, including delivery Required Loan Documents for each Loan that is a Transferred Loan as of approvals, consents, opinions, documentssuch Funding Date and confirmed that the Required Loan Documents satisfy the Review Criteria and delivered a Custodial Certificate to the Administrative Agent, and instruments it is understood and agreed that only copies of such Required Loan Documents shall be delivered during the Initial Period and with respect to Loans originated by a Third Party Originator, with the Managing Agents as each may reasonably requestsole authoritative copies of suchthe Required Loan Documents with respect to Loans acquired by the Borrower during the Initial Period to be delivered in accordance with Section 5.1(pp).

Additional Conditions Precedent to All Advances. Each Advance shall be subject to the further conditions precedent that, as of the date of such Advance and both (i) before giving effect to such Advance and (ii) after giving effect thereto and to the application of the proceeds thereof: (a) The representations and warranties set forth in Sections 4.1 and 7.8 shall be true and correct on and as of such date, as though made on and as of such date; (b) Obligors in respect of Borrowing Base Eligible Loans included as part of the Collateral shall be in not fewer than seven (7) different Industries, determined by reference to the Xxxxx’x Industry Classifications; (c) The Transferred Loans shall consist of not fewer than eight (8) Borrowing Base Eligible Loans (for such purpose, Loans to Obligors which are Affiliates of each other shall be deemed to be a single Loan); (d) No more than three (3) Loans shall then be Pre-Positioned Loans; (e) The Revolving Period Termination Date shall not have occurred; (f) No event shall have occurred and be continuing that constitutes a Revolving Period Termination Event or Unmatured Termination Event (including without limitation, satisfaction of the Borrowing Base Test, the Overcollateralization Ratio Test and the Required Equity Test); (g) The amount on deposit in the Interest Reserve Account shall be at least equal to the Interest Reserve Account Requirement; (h) Each Collateral Quality Test shall be satisfied; (i) The applicable conditions set forth in Section 2.1 and Section 2.2(a) and/or 2.2(b) shall have been satisfied to the extent satisfaction thereof is required on or prior to the Funding Date; (j) No claim shall have been asserted or proceeding commenced challenging enforceability or validity of any of the Transaction Documents, excluding any instruments, certificates or other documents relating to Loans that were the subject of prior Advances; (k) There shall have been no Material Adverse Change with respect to the Borrower or the Servicer since the preceding Advance; (l) The Documentation Agent shall have recalculated each of the Weighted Average Xxxxx’x Rating Factor, the Weighted Average Xxxxx’x Recovery Rate, the Xxxxx’x Diversity Score and Xxxxx’x Asset Correlation Factor pursuant to Section 7.21 after giving effect to such Advance and any transfer of Loans to the Borrower; (m) The Originator, on a consolidated basis, shall not have created, incurred or suffered or permitted to exist any Indebtedness for money borrowed in an aggregate principal amount outstanding, as of any date of determination, exceeding the sum of (A) $3,250,000,000 plus (B) the net proceeds of all Equity Issuances by the Originator from and after July 1, 2014; provided that the Indebtedness of the Originator for borrowed money, the principal of which is required to be repaid, redeemed or repurchased (whether at a fixed date, at the option of another Person or upon the occurrence of any event or condition outside of the control of the Originator or any consolidated subsidiary (other than any optional repurchase following the death of any Person)) on or prior to the Expected Final Payment Date (excluding Indebtedness, if any, under this Agreement and the other Transaction Documents) shall not, on a consolidated basis, exceed the sum of (1) $1,800,000,000 plus (2) the net proceeds of all Equity Issuances by the Originator from and after July 1, 2014. For purposes of this Section 3.2(m), Indebtedness which is repaid by direct application of the proceeds of other Indebtedness shall be deemed not to be outstanding. (n) On the related Funding Date, the Borrower or the Servicer, as the case may be, shall have certified in the related Borrower Notice that: (i) The representations and warranties that the conditions set forth in Sections 4.1 and 7.8 are true and correct on and as of such date, before and after giving effect to such borrowing and to the application of the proceeds therefrom, as though made on and as of such dateclauses (a) through (m) above shall have been satisfied; and (ii) No event has occurred, or would result from such Advance or from the application of the proceeds therefrom, that constitutes an Early Termination Event or an Unmatured Termination Event. (b) The Termination Date shall not have occurred; (c) Before and after giving effect to such borrowing and to the application of proceeds therefrom, the Collateral Quality Test shall be satisfied, as calculated on such date; (d) Before and after giving effect to such borrowing and to the application of proceeds therefrom, the Borrowing Base Test shall be satisfied, as calculated on such date; (e) No (i) claim has been asserted or proceeding commenced challenging enforceability or validity of any of the Transaction Documents or (ii) material claim has been asserted or proceeding commenced challenging enforceability or validity of any of the Loan Documents, in each case, excluding any instruments, certificates or other documents relating to Loans that were the subject of prior Advances; (f) There shall have been no Material Adverse Change with respect to the Borrower or the Servicer since the preceding Advance; and (go) The Servicer and the Borrower shall have taken such other actionactions, including delivery of approvals, consents, opinions, documents, and instruments to the Managing Agents Facility Agent as each it may reasonably request.

Additional Conditions Precedent to All Advances. Each Advance shall be subject to the further conditions precedent that: (a) On The Borrower shall have delivered a Borrower Notice in accordance with the related Funding Date, procedures set forth in Section 2.2 and the following statements shall be true and correct (and the Borrower or the Servicer, as the case may be, shall have certified to the same in the related Borrower Notice that:Notice): (i) The representations and warranties set forth in Sections 4.1 and 7.8 are true and correct in all material respects on and as of such datedate and the related Funding Date, before and after giving effect to such borrowing Advance and to the application of the proceeds therefrom, as though made on and as of such datedate (except for representations and warranties that are qualified by materiality, a Material Adverse Effect or any similar qualifier, which representations shall be true and correct in all respects as of such date and the related Funding Date); and (ii) No event has occurred, or would result from such Advance or from the application of the proceeds therefrom, that constitutes an Early Termination Event of Default or an Unmatured Termination Event.Event of Default; (b) The Termination Date shall not have occurred; (c) Before and after giving effect to such borrowing Advance and to the application of proceeds therefrom, therefrom (i) the Collateral Quality Test shall be satisfied (or, if the Collateral Quality Test is not satisfied, each of the Weighted Average Remaining Maturity, the Weighted Average Spread, the Weighted Average Risk Rating and the Weighted Average LTV components thereof, then in effect and prior to giving effect to such Advance and any related acquisition of Transferred Loans, shall be improved after giving effect to such Advance and any related acquisition of Transferred Loans), as calculated on such date; , and (dii) Before and after giving effect to such borrowing and to the application of proceeds therefrom, the Borrowing Base Test shall be satisfied, as calculated on such date; (ed) No (i) claim has been asserted or proceeding commenced challenging the enforceability or validity of any of the Transaction Documents or (ii) material claim has been asserted or proceeding commenced challenging enforceability or validity of any of the Loan Documents, in each case, excluding any instruments, certificates or other documents relating to Transferred Loans that were are no longer outstanding or which are no longer included in the subject of prior Advances;Collateral; and (fe) There shall have been no Material Adverse Change Other than with respect to the Required Loan Documents with respect to Loans acquired by the Borrower or during the Servicer since Initial Period that are in Electronic Form, to the preceding Advanceextent any new Loans are being included in the Borrowing Base, and the Required Loan Documents with respect thereto are in Electronic Form, electronic originals of the Required Loan Documents have been deposited into the Electronic Vault in the name of the Collateral Custodian on behalf of the Borrower that is maintained with the E-Vault Provider, identified via the Required Legend, and under the control of the Administrative Agent in conformity with the requirements of the Transaction Documents; and (g) The Servicer and provided that with respect to the Required Loan Documents with respect to Loans acquired by the Borrower during the Initial Period that are in Electronic Form, the Collateral Custodian shall have taken confirmed that it shall have received such other action, including delivery Required Loan Documents for each ​ Loan that is a Transferred Loan as of approvals, consents, opinions, documentssuch Funding Date and confirmed that the Required Loan Documents satisfy the Review Criteria and delivered a Custodial Certificate to the Administrative Agent, and instruments it is understood and agreed that only copies of such Required Loan Documents shall be delivered during the Initial Period, with the sole authoritative copies of such Required Loan Documents to the Managing Agents as each may reasonably requestbe delivered in accordance with Section 5.1(pp).

Additional Conditions Precedent to All Advances. Each Advance shall be subject to the further conditions precedent that: (a) On the related Funding Date, the Borrower or the Servicer, as the case may be, shall have certified in the related Borrower Notice that: (i) The representations and warranties set forth in Sections Section 4.1 and Section 7.8 are true and correct on and as of such date, before and after giving effect to such borrowing and to the application of the proceeds therefrom, as though made on and as of such date; and (ii) No event has occurred, or would result from such Advance or from the application of the proceeds therefrom, that constitutes an Early Termination Event or an Unmatured Early Termination Event. (b) The Termination Date shall not have occurred; (c) Before and after giving effect to such borrowing and to the application of proceeds therefrom, the Collateral Quality Test shall be satisfied, as calculated on such date; (d) Before and after giving effect to such borrowing and to the application of proceeds therefrom, therefrom the Borrowing Base Test shall be satisfied, as calculated on such date; (ed) No (i) claim has been asserted or proceeding commenced challenging enforceability or validity of any of the Transaction Documents or (ii) material claim has been asserted or proceeding commenced challenging enforceability or validity of any of the Loan Documents, in each case, excluding any instruments, certificates or other documents relating to Loans that were the subject of prior Advances; (fe) There shall have been no Material Adverse Change with respect to the Borrower or the Servicer since the preceding Advance; (f) Before and after giving effect to such borrowing and to the application of proceeds therefrom the Collateral Quality Test shall be satisfied, as calculated on such date; and (g) The Servicer and Borrower shall have taken such other action, including delivery of approvals, consents, opinions, documents, and instruments to the Managing Agents as each may reasonably request.