Common use of Advance Clause in Contracts

Advance. (a) Advance shall be paid generally no later than in 5 Banking days from the date of making the Order. (b) The amount of any Advance paid in connection with an Order shall be equal to the expected Price of all Claims covered by the Order concerned. For the purposes of this Clause (2.3(b)), the expected Price shall be calculated using the presumption that all Loan claims covered by an Order will have the longest Loan tenors that are acceptable under such Order. (c) The Assignor will generally calculate and indicate to the Assignee the amount of Advance that is required under this Agreement in connection with an Order received. (d) The Assignor may use the Advance to originate Loans covered by the respective Order (Clause 3.2(a)) and to cover the Markup or any other part of the Price of Claims assigned on the basis of such Order. (e) Advance in connection with every Order must be paid by a wire transfer to the Assignor’s bank account in full; no set-off, including setting-off against the Assignee’s financial position towards the Assignor with regards to any other Order or Assignment agreement or other kind of netting is allowed. (f) Money paid as an Advance shall: (i) be used only in accordance with this Agreement – any other use thereof without the prior written consent of the Assignee is strictly prohibited; (ii) be deposited in the Assignor’s bank account until, from time to time, as a whole or in parts, it is used by the Assignor in accordance with this Agreement; (iii) without prejudice to Assignor’s obligations under this Agreement, become Assignor’s own assets once credited to Assignor’s bank account; (iv) not be deemed Assignee’s assets in custody of or otherwise held by the Assignor. (g) The Assignee acknowledges and agrees that no Advance paid will bear any interest. For the avoidance of doubt, the Assignor will not be obligated, nor have any other legal duty, to pay the Assignee interest or any other consideration whatsoever due to or in connection with an Advance paid irrespective of whether or when the Advance has been used according to this Agreement. (h) If, after fulfilling an Order, any part of Advance pertaining thereto had not been used, the Assignor will promptly, in any case no later than in 5 Banking days following the last Confirmation, return the remaining balance to the Assignee by a wire transfer sent to the Assignee’s bank account.

Advance. The Lenders shall have no obligation to make Advances under the Loan unless the Agent shall have received all of the following, at the Agent's office in Denver, Colorado, duly executed and delivered and in form and substance satisfactory to the Agent, the Lenders and their counsel and unless all of the following shall have been satisfied in a manner acceptable to the Agent, the Lenders and their counsel: (a) with respect to the first Advance shall be paid generally no later than in 5 Banking days from after the date of making hereof, this Agreement, executed by Borrower, the Order.Agent and the Lenders; (b) The amount of any Advance paid in connection with an Order shall be equal respect to the expected Price of all Claims covered by the Order concerned. For the purposes of this Clause (2.3(b))first Advance, the expected Price shall be calculated using the presumption that all Loan claims covered by an Order will have the longest Loan tenors that are acceptable under such Order.Notes; (c) The Assignor will generally calculate and indicate with respect to the Assignee first Advance, the amount of Advance that is required under this Agreement in connection with an Order received.Security Documents; (d) The Assignor may use with respect to the Advance first Advance, to originate Loans covered the extent requested by Agent, financing statements in appropriate form for filing with the respective Order (Clause 3.2(a)) and filing jurisdictions necessary to cover the Markup or any other part all of the Price of Claims assigned on the basis of such Order.Collateral; (e) Advance in connection with every Order must be paid by a wire transfer respect to the Assignor’s bank account in full; no set-offfirst Advance, including setting-off against results of UCC lien searches (which have been ordered by Agent) as to Borrower and Subsidiaries for the Assignee’s financial position towards State of Colorado and all other states required by Agent which search results shall be acceptable to the Assignor with regards to any other Order or Assignment agreement or other kind of netting is allowed.Agent; (f) Money paid with respect to the first Advance, the Pledge Agreement from Borrower pledging the Pledged Stock, together with delivery to the Agent of (1) original stock certificates evidencing the pledged stock, (2) stock powers (executed in blank) in connection with the pledged stock, and (3) certified copies of stock ledgers of each Subsidiary; (g) with respect to the first Advance, the other Loan Documents; (h) with respect to the first Advance, a certificate dated as of the Closing Date executed on behalf of Borrower and each Subsidiary by the Secretary or an Advance shall:Authorized Officer of Borrower and each Subsidiary, certifying to the correctness and completeness of the following: (A) Articles of Incorporation, (B) Bylaws, (C) the Certificate of Good Standing for Borrower and each Subsidiary from such jurisdictions as Agent may reasonably require and (D) Resolutions adopted-by Borrower's and each Subsidiary's Board of Directors authorizing the Loan, the pledge of Collateral and the Guaranties; (i) be used only in accordance with this Agreement – any other use thereof without respect to the prior written consent first Advance, a certificate, dated the Closing Date and executed by the Secretary or assistant Secretary of the Assignee is strictly prohibitedBorrower and each Subsidiary, which shall contain the names, titles and signatures of the Authorized Officers of Borrower and each Subsidiary authorized to execute this Agreement, the Security Documents and the other Loan Documents on behalf of the Borrower and the Subsidiaries; (iij) with respect to the first Advance, the Loan Fee required to be deposited in paid on the Assignor’s bank account until, from time to time, as a whole or in parts, it is used by the Assignor in accordance with this AgreementClosing Date under Section 2.5 (a) above; (iiik) without prejudice with respect to Assignor’s obligations under the first Advance, Landlord Waivers in form and substance satisfactory to Agent, from the lessor of Borrower's Colorado headquarters; (l) all other documents and assurances which Agent reasonably requires or which Agent may reasonably request in connection with the transactions contemplated by this Agreement, become Assignor’s own assets once credited to Assignor’s bank accountand such documents shall be certified, when appropriate, by proper authorities; (ivm) all legal matters incident to the Loan, this Agreement, the Note, the Security Documents and any other Loan Documents shall be satisfactory to counsel to the Agent, and with respect to the first Advance after the date hereof, the Agent shall have received addressed to the Agent and the Lenders: (1) the opinion of Rothgerber Johnxxx & Xyonx XXX, Counsel to Borrower in the form previously provided by Lender, and (2) opinions of such other counsel as Agent may request in its discretion, in each case containing such exceptions and qualifications as are customary in similar opinions; (n) all representations and warranties contained in this Agreement and in the Loan Documents shall be true on the Closing Date and each Advance Date as if then given, and Borrower shall have performed or observed all terms, agreements, conditions and obligations hereunder and under the Loan Documents to be performed or observed on or prior to the Advance Date; (o) no Event of Default or Unmatured Event of Default shall have occurred and be continuing or would result from the making of the requested Advance; (p) since the Initial Financial Statements, or the date of the most recent Advance, whichever is later, there has been no material adverse change in the business, financial position or results of operations of Borrower; (q) as of the Closing Date and each Advance Date, Borrower and each Subsidiary shall be solvent and Borrower's and each Subsidiary's property shall be greater than Borrower's or such Subsidiary's debts, at fair valuation, giving due consideration to identified contingent liabilities; (r) as of the Closing Date and each Advance Date, Borrower and each Subsidiary shall have sufficient capital to carry on its business as it is now conducted and as it is proposed to be conducted following the Closing Date or Advance; (s) as of the Closing Date and each Advance Date, Borrower and each Subsidiary shall be able to pay their debts as they mature, taking into account the Advance; (t) a Request for Advance or certificate, dated the Advance Date and executed on behalf of Borrower by an Authorized Officer, stating the substance of Subsections 3.1(m) through (r) above as of the requested Advance Date; (u) such Advance shall not be deemed Assignee’s assets in custody prohibited by any laws or any regulation or order of any court or otherwise held by the Assignor.governmental authority or agency and shall not subject any Lender to any penalty or other onerous condition under or pursuant to any such law, regulation or order; and (gv) The Assignee acknowledges and agrees that no amount of such Advance paid will bear any interest. For together with the avoidance outstanding principal amount of doubt, the Assignor will Loan shall not be obligated, nor have any other legal duty, to pay exceed the Assignee interest or any other consideration whatsoever due to or in connection with an Advance paid irrespective of whether or when the Advance has been used according to this AgreementMaximum Loan Amount. (h) If, after fulfilling an Order, any part of Advance pertaining thereto had not been used, the Assignor will promptly, in any case no later than in 5 Banking days following the last Confirmation, return the remaining balance to the Assignee by a wire transfer sent to the Assignee’s bank account.

Advance. (a) Advance Subject to the terms and conditions of this Agreement, each Lender severally agrees to make Loans on the date hereof to the Borrower in an aggregate principal amount equal to such Lender's Lender Commitment. Each repayment of the Loans shall be paid generally deemed a repayment of each Lender's Loan equal to such Lender's Percentage of the amount so repaid. The obligations of the Lenders hereunder are several and not joint, and the preceding sentence will give rise to certain inappropriate results if special provisions are not made to accommodate the failure of a Lender to fund a Loan as and when required by this Agreement; therefore, notwithstanding anything herein to the contrary, (A) no later than Lender shall be required to make Loans at any one time outstanding in 5 Banking days from excess of the date Lender's Lender Commitment, and (B) if a Lender fails to make a Loan as and when required hereunder and Borrower subsequently makes a repayment on the Loans, such repayment shall be divided among the non-defaulting Lenders ratably in accordance with their respective Percentages until each Lender has its Percentage of making all of the Orderoutstanding Loans, and the balance of such repayment shall be divided among all of the Lenders in accordance with their respective Percentages. The Loans shall be evidenced by the Notes substantially in the form of Exhibit C attached hereto. (b) The amount of any Advance paid in connection with an Order Not later than 11:00 a.m., Houston, Texas time, on the date specified for the borrowing hereunder, each Lender shall be equal to the expected Price of all Claims covered by the Order concerned. For the purposes of this Clause (2.3(b)), the expected Price shall be calculated using the presumption that all Loan claims covered by an Order will have the longest Loan tenors that are acceptable under such Order. (c) The Assignor will generally calculate and indicate to the Assignee make available the amount of Advance that is required under this Agreement the Loan to be made by it on such date to the Agent at the Agent's principal office in connection with an Order received. (d) The Assignor may use Houston, Texas, in immediately available funds, for the Advance to originate Loans covered account of the Borrower. Such amounts received by the respective Order (Clause 3.2(a)) Agent will be held in Agent's general ledger account. The amounts so received by the Agent shall, subject to the terms and conditions of this Agreement, be made available to cover the Markup Borrower by wiring or otherwise transferring, in immediately available funds not later than 12:00 noon, Houston, Texas time, such amount to an account designated by the Borrower and maintained with JPMorgan in Houston, Texas or any other part of account or accounts which the Price of Claims assigned on the basis of such Order. (e) Advance in connection with every Order must be paid by a wire transfer to the Assignor’s bank account in full; no set-off, including setting-off against the Assignee’s financial position towards the Assignor with regards to any other Order or Assignment agreement or other kind of netting is allowed. (f) Money paid as an Advance shall: (i) be used only in accordance with this Agreement – any other use thereof without the prior written consent of the Assignee is strictly prohibited; (ii) be deposited in the Assignor’s bank account until, Borrower may from time to time, time designate to the Agent by a written notice as a whole the account or in parts, it is used by the Assignor in accordance with this Agreement; (iii) without prejudice accounts to Assignor’s obligations under this Agreement, become Assignor’s own assets once credited which borrowings hereunder are to Assignor’s bank account; (iv) not be deemed Assignee’s assets in custody of wired or otherwise held by the Assignortransferred. (g) The Assignee acknowledges and agrees that no Advance paid will bear any interest. For the avoidance of doubt, the Assignor will not be obligated, nor have any other legal duty, to pay the Assignee interest or any other consideration whatsoever due to or in connection with an Advance paid irrespective of whether or when the Advance has been used according to this Agreement. (h) If, after fulfilling an Order, any part of Advance pertaining thereto had not been used, the Assignor will promptly, in any case no later than in 5 Banking days following the last Confirmation, return the remaining balance to the Assignee by a wire transfer sent to the Assignee’s bank account.

Advance. The Lenders shall not be required to make an advance under the Loan unless the following conditions have been satisfied by the Borrower at or prior to the time of such advance under the Loan: (a) Advance no Event of Default or circumstance or event which with the lapse of time or notice or both would constitute an Event of Default ("Default"), shall have occurred and be paid generally no later than in 5 Banking days from the date of making the Order.continuing; (b) The the Borrower shall have delivered a request for funds not less than two (2) Business Days prior to the date of the requested advance, which request shall provide that interest as provided for herein shall be payable on the amount of any Advance paid in connection with an Order shall the advance requested, notwithstanding that funds may not be equal advanced on the date requested, unless the failure to advance is attributable to the expected Price of all Claims covered by the Order concerned. For the purposes of this Clause (2.3(b)), the expected Price shall be calculated using the presumption that all Loan claims covered by an Order will have the longest Loan tenors that are acceptable under such Order.Lenders; (c) The Assignor will generally calculate the Borrower shall have, as security for the payment and indicate performance of the obligations and liabilities of the Borrower contained in this Agreement, executed and delivered in form and content satisfactory to the Assignee the amount of Advance that is required under this Agreement in connection with an Order received. (d) The Assignor may use the Advance to originate Loans covered by the respective Order (Clause 3.2(a)) Lenders and to cover the Markup or any other part their counsel each of the Price of Claims assigned on the basis of such Order. (e) Advance in connection with every Order must be paid by a wire transfer to the Assignor’s bank account in full; no set-off, including setting-off against the Assignee’s financial position towards the Assignor with regards to any other Order or Assignment agreement or other kind of netting is allowed. (f) Money paid as an Advance shallfollowing: (i) be used a general security agreement from the Borrower charging all of its right, title and interest in all of its property, assets and undertaking subject only in accordance with this Agreement – any other use thereof without the prior written consent of the Assignee is strictly prohibitedto Permitted Encumbrances; (ii) be deposited in an assignment of insurance coverages for the Assignor’s bank account until, from time assets of the Borrower satisfactory to time, the Lenders with the Lenders noted as a whole or in parts, it is used by the Assignor in accordance with this Agreementadditional insured and as loss payee; (iii) without prejudice an assignment of all pending and registered, present and future, patents, trademarks and license agreements of the Borrower subject to Assignor’s obligations under this Agreement, become Assignor’s own assets once credited to Assignor’s bank accountPermitted Encumbrances (the "Borrower IP Security"); (iv) a guarantee ("Guarantee") of the obligations arising hereunder from the Guarantor; (v) a general security agreement from the Guarantor charging all of its right, title and interest in all of its property, assets and undertaking subject only to prior Permitted Encumbrances; (vi) assignment of insurance coverages for the assets of the Guarantor satisfactory to the Lenders with the Lenders noted as additional insured and as loss payee; (vii) an assignment of all pending and registered, present and future, patents, trademarks and license agreements of the Guarantor subject to Permitted Encumbrances (the "Guarantor IP Security"); (collectively, the "Security"); (d) the Security or a notice, caveat or financing statement shall have been registered or filed in all places necessary or advisable in connection therewith to preserve, perfect and protect the security interests created thereby and all other additional documents and opinions incidental thereto shall have been provided to the Lenders and all action required by the Borrower, the Guarantor or any other individual, partnership, corporation, trust or unincorporated organization, including a government agency or political subdivision thereof (collectively "person") to fully perfect and maintain the Security as a charge and assignment of and upon the properties secured thereby shall have been successfully completed; provided that the Borrower IP Security and the Guarantor IP Security need not be deemed Assignee’s assets registered until such time as the Lenders elect in custody their sole discretion; (e) the Lenders shall have received evidence satisfactory to them that the Borrower has not granted any security in competition with any of or otherwise held by the AssignorSecurity, save and except for Permitted Encumbrances; (f) the Borrower shall have executed and issued in favour of the Lenders 1,320,000 common shares warrants (the "Warrants") of the Borrower, of which 880,000 Warrants shall be apportioned to Edwardx xxx 040,000 Warrants shall be apportioned to Sherfam, in form and substance satisfactory to each of them, together with all necessary approvals from the Toronto Stock Exchange approving the issuance and exercise of the Warrants shall have been received. Each Warrant shall be exercisable in accordance with its terms at a price of $1.60 per share up to 5:00 p.m. on fifth anniversary date of this Agreement. (g) The Assignee acknowledges the Lenders shall have received opinions of counsel for the Borrower and agrees that no Advance paid will bear any interest. For the avoidance of doubt, Guarantor acceptable to the Assignor will not be obligated, nor have any other legal duty, to pay the Assignee interest or any other consideration whatsoever due to or in connection with an Advance paid irrespective of whether or when the Advance has been used according to this Agreement.Lenders; (h) Ifreceipt and approval by the Lenders of evidence that the Borrower has filed all material tax returns and paid or made provision for payment of all taxes (including interest and penalties) and Potential Prior-Ranking Claims when due; (i) the Lenders shall have received and approved a detailed schedule of fixed assets owned by each of the Borrower and the Guarantor; (j) the Lenders shall have received and approved a current accounts receivable listing for each of the Borrower and the Guarantor; (k) the Lenders shall have received and approved the most recent available quarterly and monthly financial statements for each of the Borrower and the Guarantor; (l) in the opinion of the Lenders, after fulfilling an Orderacting reasonably, no material adverse change in the business of the Borrower or any part of Advance pertaining thereto had not been usedassociated, the Assignor will promptly, in any case no later than in 5 Banking days following the last Confirmation, return the remaining balance affiliated or related company to the Assignee Borrower shall have occurred and there shall not have occurred since September 30, 2002 any occurrence of national or international consequence or any event, action, condition, law, governmental action of any nature whatsoever, which in the reasonable opinion of the Lenders, could materially adversely affect the business operations, assets or affairs of World Heart or any related company or enterprise; and (m) the Lenders shall have received evidence satisfactory to it that the Required Funding has been received by a wire transfer sent the Borrower or will be received concurrently with the advance hereunder. The Lenders shall have the sole discretion to waive (in writing) any condition set forth above for the Assignee’s bank accountadvance of the Loan.

Advance. The Initial Lender has made the Advance to the Borrower under the Existing Credit Agreement. Due to the occurrence of one or more Events of Default, the Advance is now due and payable in full. Until the Advance is repaid in full, the Advance shall continue to (a) be allocated between the Class A Notes and the Class B Notes as provided in Section 2.02 of the Existing Credit Agreement and (b) bear interest until such Advance shall be paid generally no later than in 5 Banking days from accordance with its terms at the date of making per annum rate with respect to each Interest Period at the Order. (b) The amount of any Advance paid in connection Class A Interest Rate, with an Order shall be equal respect to the expected Price of all Claims covered by the Order concerned. For the purposes of this Clause (2.3(b)), the expected Price shall be calculated using the presumption that all Loan claims covered by an Order will have the longest Loan tenors that are acceptable under such Order. (c) The Assignor will generally calculate and indicate to the Assignee the amount of Advance that is required under this Agreement in connection with an Order received. (d) The Assignor may use the Advance to originate Loans covered by the respective Order (Clause 3.2(a)) and to cover the Markup or any other part of the Price Advance allocated to the Class A Notes, or the Class B Interest Rate, with respect to that part of Claims assigned the Advance allocated to the Class B Notes payable on each Interest Payment Date in accordance with the provisions of the Security Agreement. Interest shall be computed on the basis of the actual number of days in such Order. (e) Interest Period and a 360-day year and on each Interest Payment Date shall equal all unpaid interest accrued in respect of each prior Interest Period. The Advance shall continue to bear interest at the per annum rate with respect to each Interest Period equal to the applicable Interest Rate plus 2.00%. If the Borrower shall have paid or agreed to pay any interest on the Advance in connection excess of that permitted by law, then it is the express intent of the parties hereto with every Order must respect thereto that (i) to the extent possible given the term of the Advance, all excess amounts previously paid or to be paid by a wire transfer the Borrower be applied to reduce the principal amount of the Advance and the provisions thereof immediately be deemed reformed and the amounts thereafter collectable thereunder reduced, without the necessity of the execution of any new document, so as to comply with the then applicable law, but so as to permit the recovery of the fullest amount otherwise called for thereunder and (ii) to the Assignor’s bank account extent that the reduction of the principal amount of, and the amounts collectible under, the Advance and the reformation of the provisions thereof described in full; no the immediately preceding clause (i) are not possible given the term of the Advance, such excess amount shall be deemed to have been paid with respect to the Advance as a result of an error and upon the Lender obtaining actual knowledge of such error, such amount shall be refunded to the Borrower. The Advance shall continue to be secured by the Collateral as set forth in the Security Agreement. Except as provided in Section 2.07 hereof, all sums payable by the Borrower under this Credit Agreement and the Advance shall be paid without counterclaim, set-off, including setting-off against the Assignee’s financial position towards the Assignor with regards to any other Order deduction or Assignment agreement defense and without abatement, suspension, deferment, diminution or other kind of netting is allowedreduction. (f) Money paid as an Advance shall: (i) be used only in accordance with this Agreement – any other use thereof without the prior written consent of the Assignee is strictly prohibited; (ii) be deposited in the Assignor’s bank account until, from time to time, as a whole or in parts, it is used by the Assignor in accordance with this Agreement; (iii) without prejudice to Assignor’s obligations under this Agreement, become Assignor’s own assets once credited to Assignor’s bank account; (iv) not be deemed Assignee’s assets in custody of or otherwise held by the Assignor. (g) The Assignee acknowledges and agrees that no Advance paid will bear any interest. For the avoidance of doubt, the Assignor will not be obligated, nor have any other legal duty, to pay the Assignee interest or any other consideration whatsoever due to or in connection with an Advance paid irrespective of whether or when the Advance has been used according to this Agreement. (h) If, after fulfilling an Order, any part of Advance pertaining thereto had not been used, the Assignor will promptly, in any case no later than in 5 Banking days following the last Confirmation, return the remaining balance to the Assignee by a wire transfer sent to the Assignee’s bank account.

Advance. (a) Subject to the terms and conditions of this Agreement, as soon as practicable after the execution of this Agreement, CIG shall advance, or cause one or more of its subsidiaries to advance, to the Company (i) $45,000,000 in cash, payable by wire transfer of immediately available funds to one or more accounts designated by the Company for such purpose and (ii) 1,500,000 shares of Homestore Common Stock (which shares have a fair market value of $33,656,250 (collectively, the "Advance"). The parties hereto agree that the Company shall use the Advance shall be paid generally no later than in 5 Banking days from solely for the date purpose of making the Orderresearching and developing Internet-related products and systems. (b) The amount certificate representing the shares of any Advance paid in connection with an Order shall be equal to the expected Price of all Claims covered by the Order concerned. For the purposes of this Clause (2.3(b)), the expected Price shall be calculated using the presumption that all Loan claims covered by an Order will have the longest Loan tenors that are acceptable under such Order. (c) The Assignor will generally calculate and indicate to the Assignee the amount of Advance that is required under this Agreement in connection with an Order received. (d) The Assignor may use the Advance to originate Loans covered by the respective Order (Clause 3.2(a)) and to cover the Markup or any other Homestore Common Stock delivered as part of the Price of Claims assigned on the basis of such Order. (e) Advance in connection Advance, and any certificates subsequently issued with every Order must be paid by a wire transfer to the Assignor’s bank account in full; no set-off, including setting-off against the Assignee’s financial position towards the Assignor with regards to any other Order or Assignment agreement or other kind of netting is allowed. (f) Money paid as an Advance shall: (i) be used only in accordance with this Agreement – any other use thereof without the prior written consent of the Assignee is strictly prohibited; (ii) be deposited in the Assignor’s bank account until, from time to time, as a whole respect thereto or in partssubstitution therefor (including any shares issued or issuable in respect of any such shares upon any stock split stock dividend, it is used by recapitalization, or similar event), shall bear the Assignor in accordance with this Agreement; (iii) without prejudice to Assignor’s obligations under this Agreementfollowing legends: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, become Assignor’s own assets once credited to Assignor’s bank account; (iv) not be deemed Assignee’s assets in custody of or otherwise held by the AssignorAS AMENDED. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR A WRITTEN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO THE ISSUER IN FORM AND SUBSTANCE, THAT SUCH TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933. (g) The Assignee acknowledges and agrees that no Advance paid will bear any interest. For the avoidance of doubt, the Assignor will not be obligated, nor have any other legal duty, to pay the Assignee interest or any other consideration whatsoever due to or in connection with an Advance paid irrespective of whether or when the Advance has been used according to this Agreement" "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND VOTING CONTAINED IN STOCKHOLDER AGREEMENT WHICH MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST OF THE HOLDER OF RECORD OF THIS SECURITY TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL OFFICES OF THE CORPORATION. (h) If, after fulfilling an Order, any part of Advance pertaining thereto had not been used, the Assignor will promptly, in any case no later than in 5 Banking days following the last Confirmation, return the remaining balance to the Assignee by a wire transfer sent to the Assignee’s bank account."

Advance. (a) Advance shall be paid generally no later than in 5 Banking days As an advance recoupable from and against Net Proceeds, BMG will pay Owner the date sum of making ______________________ ($______) Dollars ("Advance") payable (i) ___________ ($________) Dollars following the Orderfull execution of this Agreement; (ii) ________________ ($________) Dollars following (TBA) . (b) The amount Advance will be fully recoupable from Net proceeds otherwise payable in respect of Owner's Product(s) sold hereunder provided that if the Gross Sales of same of Owner's Product(s) and BMG's projected Gross Sales during the then remaining portion of the Term will not be sufficient to afford BMG an opportunity to fully recoup the then unrecouped portion of the Advance, BMG will be entitled to fully recoup the Advance at any Advance paid time from any and all monies otherwise payable to Owner. For purposes of this subparagraph and any determination by BMG with respect to whether such projections are sufficient, BMG, in good faith, will employ its sound commercial judgment to determine the Net Proceeds likely to be payable in respect of the sale of the Owner's Product(s) during such period. 5. RETURNS/PROCEDURE/NON-BMG PRODUCT(S) (a) Notwithstanding anything to the contrary contained herein, Owner will accept from BMG any and all returns of Owner's Product(s) which are returned for any reason (in accordance with BMG's Returns Policy), during the Term and during the period ending nine (9) months (except ten (10) months if the Term is terminated) after the last day of the Term ("Post-Term Returns Period"). (b) Any services rendered by BMG in connection with an Order returned Owner's Product(s) will be at the applicable per unit price set forth in Exhibit A attached hereto and by this reference incorporated herein. BMG shall not charge Owner, for any of the costs and expenses incurred by BMG to merely handle and process (as opposed to refurbish etc.) a reasonable number of returns from Customer(s) of Owner's Product(s) (excluding Owner's Export Product(s) which will be equal distributed on a non-returnable basis in accordance with the provisions hereof) distributed by BMG hereunder and "Non-BMG Product(s)" (as defined herein). With respect to the expected Price handling and processing returns in excess of all Claims covered by the Order concerned. For the purposes number of this Clause (2.3(b)units which BMG determines, in good faith, to be reasonable and returns of units which BMG determines are Non-BMG Product(s), BMG will be entitled to a "Returns Handling Charge." The "Returns Handling Charge" means the expected Price shall be calculated using per unit dollar equivalent of the presumption that all Loan claims covered by an Order "Excess Inventory Charge" (as defined herein). BMG will have the longest Loan tenors that are acceptable under invoice Owner for any Returns Handling Charge and Owner will pay such Order. invoice in accordance with Paragraphs 14(b) and (c) The Assignor will generally calculate and indicate to the Assignee the amount of Advance that is required under this Agreement in connection with an Order received. (d) The Assignor may use the Advance to originate Loans covered by the respective Order (Clause 3.2(a)) and to cover the Markup or any other part of the Price of Claims assigned on the basis of such Order. (e) Advance in connection with every Order must be paid by a wire transfer to the Assignor’s bank account in full; no set-off, including setting-off against the Assignee’s financial position towards the Assignor with regards to any other Order or Assignment agreement or other kind of netting is allowed. (f) Money paid as an Advance shall: (i) be used only in accordance with this Agreement – any other use thereof without the prior written consent of the Assignee is strictly prohibited; (ii) be deposited in the Assignor’s bank account until, from time to time, as a whole or in parts, it is used by the Assignor in accordance with this Agreement; (iii) without prejudice to Assignor’s obligations under this Agreement, become Assignor’s own assets once credited to Assignor’s bank account; (iv) not be deemed Assignee’s assets in custody of or otherwise held by the Assignor. (g) The Assignee acknowledges and agrees that no Advance paid will bear any interesthereof. For the avoidance of doubt, the Assignor will Distribution Fee does not be obligatedinclude any amounts in respect of Exhibit A charges for such services or the Returns Handling Charge, nor have any other legal duty(i.e., to pay the Assignee interest or any other consideration whatsoever due to or all of such charges are in connection with an Advance paid irrespective of whether or when the Advance has been used according to this Agreement. (h) If, after fulfilling an Order, any part of Advance pertaining thereto had not been used, the Assignor will promptly, in any case no later than in 5 Banking days following the last Confirmation, return the remaining balance addition to the Assignee by a wire transfer sent to the Assignee’s bank accountDistribution Fee). BMG will invoice Owner for such services and charges and Owner will pay such invoice in accordance with Paragraphs 14(b) and (c) hereof.

Advance. The Company shall pay to the Consultant the following advance and Warrants (a) Advance as defined below). The Warrants and any unearned portion of the advance described in this section shall not be refundable and shall be paid generally no later than considered earned by Consultant in 5 Banking days the event the Agreement is terminated by the Company, with or without cause. i. The Company shall transfer or cause to be transferred 1,000,000 shares of the Company's common stock (the "Common Stock") as an advance against future fees to be earned from the acquisition, sale or refinance of real property, or any other fees due and payable hereunder. Such Common Stock shall not be freely tradable. The Company shall be obligated to prepare and file a registration statement (the "Registration Statement") and amendments thereto, with the Securities and Exchange Commission (the "Commission") for the registration of the Common Stock under the Securities and Exchange Act of 1933 (the "Act)") and shall be obligated to cause such registration statement, and amendments thereto, to be declared effective by the Commission on or prior to May 1, 1997. The Company shall be obligated to the Consultant to continually maintain, at the Company's own expense, the currency and effectiveness of such registration statement of the Company, including the filing of any and all applications and other notifications, filings and post effective amendments and supplements (collectively, the "Current Registration Statement"), as may be necessary, so as to permit the resale of the Common Stock until the earlier of the time that all shares of Common Stock have been sold pursuant to the Current Registration Statement or two years from the date of making the Order. (beffectiveness of the Registration Statement. In lieu of filing such Registration Statement, the Company may exchange the Common Stock for common stock of the Company, which is freely tradable pursuant to a registration statement filed on Form S-8. As fees are earned pursuant to paragraph 5(d) The amount of any Advance paid in connection with an Order shall below, the advance will be considered earned at the rate equal to the expected Bid Price on the date prior to the date of all Claims covered by the Order concernedthis Agreement. For example, if the purposes Bid Price on the date prior to the execution of this Clause (2.3(b))Agreement was $3.00, then the expected Price shall be calculated using the presumption that all Loan claims covered by an Order advance will have been earned after the longest Loan tenors that are acceptable under such OrderConsultant will have become entitled to $3,000,000 of fees pursuant to paragraph 5(d) below. (c) The Assignor will generally calculate and indicate to the Assignee the amount of Advance that is required under this Agreement in connection with an Order received. (d) The Assignor may use the Advance to originate Loans covered by the respective Order (Clause 3.2(a)) and to cover the Markup or any other part of the Price of Claims assigned on the basis of such Order. (e) Advance in connection with every Order must be paid by a wire transfer to the Assignor’s bank account in full; no set-off, including setting-off against the Assignee’s financial position towards the Assignor with regards to any other Order or Assignment agreement or other kind of netting is allowed. (f) Money paid as an Advance shall: (i) be used only in accordance with this Agreement – any other use thereof without the prior written consent of the Assignee is strictly prohibited; (ii) be deposited in the Assignor’s bank account until, from time to time, as a whole or in parts, it is used by the Assignor in accordance with this Agreement; (iii) without prejudice to Assignor’s obligations under this Agreement, become Assignor’s own assets once credited to Assignor’s bank account; (iv) not be deemed Assignee’s assets in custody of or otherwise held by the Assignor. (g) The Assignee acknowledges and agrees that no Advance paid will bear any interest. For the avoidance of doubt, the Assignor will not be obligated, nor have any other legal duty, to pay the Assignee interest or any other consideration whatsoever due to or in connection with an Advance paid irrespective of whether or when the Advance has been used according to this Agreement. (h) If, after fulfilling an Order, any part of Advance pertaining thereto had not been used, the Assignor will promptly, in any case no later than in 5 Banking days following the last Confirmation, return the remaining balance to the Assignee by a wire transfer sent to the Assignee’s bank account.

Advance. The Lenders shall not be required to make an advance under the Loan unless the following conditions have been satisfied by the Borrower at or prior to the time of such advance under the Loan: (a) Advance no Event of Default or circumstance or event which with the lapse of time or notice or both would constitute an Event of Default ("Default"), shall have occurred and be paid generally no later than in 5 Banking days from the date of making the Order.continuing; (b) The the Borrower shall have delivered a request for funds not less than five (5) Business Days prior to the date of the requested advance, which request shall provide that interest as provided for herein shall be payable on the amount of any Advance paid in connection with an Order shall the advance requested, notwithstanding that funds may not be equal advanced on the date requested, unless the failure to advance is attributable to the expected Price of all Claims covered by the Order concerned. For the purposes of this Clause (2.3(b)), the expected Price shall be calculated using the presumption that all Loan claims covered by an Order will have the longest Loan tenors that are acceptable under such Order.Lenders; (c) The Assignor will generally calculate the Borrower shall have, as security for the payment and indicate performance of the obligations and liabilities of the Borrower contained in this Agreement, executed and delivered in form and content satisfactory to the Assignee the amount of Advance that is required under this Agreement in connection with an Order received. (d) The Assignor may use the Advance to originate Loans covered by the respective Order (Clause 3.2(a)) Lenders and to cover the Markup or any other part its counsel each of the Price of Claims assigned on the basis of such Order. (e) Advance in connection with every Order must be paid by a wire transfer to the Assignor’s bank account in full; no set-off, including setting-off against the Assignee’s financial position towards the Assignor with regards to any other Order or Assignment agreement or other kind of netting is allowed. (f) Money paid as an Advance shallfollowing: (i) be used a general security agreement from the Borrower charging all of its right, title and interest in all of its property, assets and undertaking subject only in accordance with this Agreement – any other use thereof without the prior written consent of the Assignee is strictly prohibitedto Permitted Encumbrances; (ii) be deposited in an assignment of insurance coverages for the Assignor’s bank account until, from time assets of the Borrower satisfactory to time, the Lenders with the Lenders noted as a whole or in parts, it is used by the Assignor in accordance with this Agreementadditional insured and as loss payee; (iii) without prejudice an assignment of all pending and registered, present and future, patents, trademarks and license agreements of the Borrower subject to Assignor’s obligations under this Agreement, become Assignor’s own assets once credited to Assignor’s bank accountPermitted Encumbrances (the "Borrower IP Security"); (iv) a guarantee ("Guarantee") of the obligations arising hereunder from the Guarantor; (v) a general security agreement from the Guarantor charging all of its right, title and interest in all of its property, assets and undertaking subject only to prior Permitted Encumbrances; (vi) assignment of insurance coverages for the assets of the Guarantor satisfactory to the Lenders with the Lenders noted as additional insured and as loss payee; (vii) an assignment of all pending and registered, present and future, patents, trademarks and license agreements of the Guarantor subject to Permitted Encumbrances (the "Guarantor IP Security"); (collectively, the "Security"); (d) the Security or a notice, caveat or financing statement shall have been registered or filed in all places necessary or advisable in connection therewith to preserve, perfect and protect the security interests created thereby and all other additional documents and opinions incidental thereto shall have been provided to the Lenders and all action required by the Borrower, the Guarantor or any other individual, partnership, corporation, trust or unincorporated organization, including a government agency or political subdivision thereof (collectively "person") to fully perfect and maintain the Security as a charge and assignment of and upon the properties secured thereby shall have been successfully completed; provided that the Borrower IP Security and the Guarantor IP Security need not be deemed Assignee’s assets registered until such time as the Lenders elect in custody their sole discretion; (e) the Lenders shall have received evidence satisfactory to them that the Borrower has not granted any security in competition with any of or otherwise held by the AssignorSecurity, save and except for Permitted Encumbrances; (f) the Borrower shall have executed and issued in favour of the Lenders 1,680,000 common shares warrants (the "Warrants") of the Borrower, of which 1,200,000 Warrants shall be apportioned to Argosy and 480,000 Warrants shall be apportioned to Sherfam, in form and substance satisfactory to the Lender together with all necessary approvals from the Toronto Stock Exchange approving the issuance and exercise of the Warrants shall have been received. Each Warrant shall be exercisable in accordance with its terms at a price of $1.60 per share up to 5:00 p.m. on fifth anniversary date of this Agreement. (g) The Assignee acknowledges the Lenders shall have received opinions of counsel for the Borrower and agrees that no Advance paid will bear any interest. For the avoidance of doubt, Guarantor acceptable to the Assignor will not be obligated, nor have any other legal duty, to pay the Assignee interest or any other consideration whatsoever due to or in connection with an Advance paid irrespective of whether or when the Advance has been used according to this Agreement.Lenders; (h) Ifreceipt and approval by the Lenders of evidence that the Borrower has filed all material tax returns and paid or made provision for payment of all taxes (including interest and penalties) and Potential Prior-Ranking Claims when due; (i) the Lenders shall have received and approved a detailed schedule of fixed assets owned by each of the Borrower and the Guarantor; (j) the Lenders shall have received and approved a current accounts receivable listing for each of the Borrower and the Guarantor; (k) the Lenders shall have received and approved the most recent available quarterly and monthly financial statements for each of the Borrower and the Guarantor; (l) in the opinion of the Lenders, after fulfilling an Orderacting reasonably, no material adverse change in the business of the Borrower or any part of Advance pertaining thereto had not been usedassociated, the Assignor will promptly, in any case no later than in 5 Banking days following the last Confirmation, return the remaining balance affiliated or related company to the Assignee Borrower shall have occurred and there shall not have occurred since September 30, 2002 any occurrence of national or international consequence or any event, action, condition, law, governmental action of any nature whatsoever, which in the reasonable opinion of the Lenders, could materially adversely affect the business operations, assets or affairs of World Heart or any related company or enterprise; and (m) the Lenders shall have received evidence satisfactory to it that the Required Funding has been received by a wire transfer sent the Borrower or will be received concurrently with the advance hereunder. The Lenders shall have the sole discretion to waive (in writing) any condition set forth above for the Assignee’s bank accountadvance of the Loan.

Advance. The Lenders shall not be required to make the single disbursement hereunder unless (a) Advance the Borrower prior to or concurrently with such disbursement, shall be have paid generally no later than in 5 Banking days from all fees due and payable to the date of making Lenders, the Order.Arranger and the Administrative Agent hereunder; (b) The amount Borrower shall have furnished to the Administrative Agent, with sufficient copies for the Lenders, the following: (i) The duly executed originals of the Loan Documents, including the Notes, payable to the order of each of the Lenders and this Agreement; (A) Certificates of good standing for the Borrower, the General Partners and each Material Subsidiary, from the states in which they are organized and have their principal place of business and chief executive offices, certified by the appropriate governmental officer and dated not more than thirty (30) days prior to the Agreement Execution Date, and (B) foreign qualification certificates for the Borrower and each Material Subsidiary, certified by the appropriate governmental officer and dated not more than sixty (60) days prior to the Agreement Execution Date for each other jurisdiction where the failure of such entity to so qualify or be licensed (if required) would have a Material Adverse Effect; (iii) Copies of the formation documents (including code of regulations, if appropriate) of the Borrower and the General Partners, certified by an officer of the applicable General Partner, together with all amendments thereto; (iv) Incumbency certificates, executed by officers of the applicable General Partner(s), which shall identify by name and title and bear the signature of the Persons authorized to sign the Loan Documents and to make borrowings hereunder on behalf of the Borrower, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower; (v) Copies, certified by a Secretary or an Assistant Secretary of the applicable General Partner, of the Board of Directors' resolutions (and resolutions of other bodies, if any are reasonably deemed necessary by counsel for any Lender) of each General Partner authorizing the Advance paid provided for herein, with respect to the Borrower, and the execution, delivery and performance of the Loan Documents to be executed and delivered by the Borrower hereunder; (vi) A written opinion of the Borrower's counsel, addressed to the Lenders in connection substantially the form of Exhibit B hereto or such other form as the Administrative Agent may reasonably approve; (vii) A certificate, signed by an officer of Chateau Parent, stating that on the Borrowing Date no Default or Unmatured Default has occurred and is continuing and that all representations and warranties of the Borrower are true and correct as of the Borrowing Date provided that such certificate is in fact true and correct; (viii) The audited consolidated financial statements as of December 31, 2001 of the Borrower and Chateau Parent; (ix) UCC financing statement, judgment, and tax lien searches with respect to the Borrower from the states in which the Borrower is organized and has its principal place of business and chief executive offices; (x) Written money transfer instructions, in substantially the form of Exhibit E hereto, addressed to the Administrative Agent and signed by an Order Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested; (xi) A pro forma compliance certificate in the form of Exhibit C as of March 31, 2002, executed by the Borrower's chief financial officer or chief accounting officer; and (xii) Such other documents as any Lender or its counsel may have reasonably requested, the form and substance of which documents shall be equal reasonably acceptable to the expected Price of all Claims covered by the Order concerned. For the purposes of this Clause (2.3(b)), the expected Price shall be calculated using the presumption that all Loan claims covered by an Order will have the longest Loan tenors that are acceptable under such Orderparties and their respective counsel. (c) The Assignor will generally calculate and indicate to the Assignee the amount of Advance that is required under this Agreement in connection with an Order received.There exists no Default or Unmatured Default; (d) The Assignor may use representations and warranties contained in Article V are true and correct in all material respects as of the Advance Borrowing Date with respect to originate Loans covered by the respective Order (Clause 3.2(a)) Borrower and to cover the Markup or any other part of the Price of Claims assigned Subsidiary in existence on the basis Borrowing Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall be true and correct on and as of such Order.earlier date; and (e) Advance There shall have been no change in connection with every Order must the business, Property or condition (financial or otherwise) of the Borrower and its Subsidiaries from the preparation date of the most recent consolidated financial statements which could reasonably be paid by expected to have a wire transfer to the Assignor’s bank account in full; no set-off, including setting-off against the Assignee’s financial position towards the Assignor with regards to any other Order or Assignment agreement or other kind of netting is allowedMaterial Adverse Effect. (f) Money paid as an Advance shall: (i) be used only There shall have been no material adverse change in accordance with this Agreement – any other use thereof without the prior written consent primary and secondary loan syndication markets or capital markets generally that could impair syndication of the Assignee is strictly prohibited; (ii) be deposited in the Assignor’s bank account until, from time to time, as a whole or in parts, it is used by the Assignor in accordance with this Agreement; (iii) without prejudice to Assignor’s obligations under this Agreement, become Assignor’s own assets once credited to Assignor’s bank account; (iv) not be deemed Assignee’s assets in custody of or otherwise held by the AssignorFacilities. (g) The Assignee acknowledges and agrees that There shall be no Advance paid will bear any interest. For injunction or temporary restraining order which, in the avoidance judgment of doubt, the Assignor will not be obligated, nor have any other legal duty, to pay Administrative Agent would prohibit the Assignee interest or any other consideration whatsoever due to or in connection with an Advance paid irrespective making of whether or when the Advance has been used according to this AgreementLoan. (h) IfThe Borrowing Notice shall constitute a representation and warranty by the Borrower that all such conditions have been satisfied or waived in accordance with the terms hereof or will have been satisfied or waived in accordance with the terms hereof concurrently with the funding. (i) The Borrower shall have repaid concurrently with the disbursement made pursuant to this Agreement, after fulfilling an Order, any part of Advance pertaining thereto had not been used, the Assignor will promptly, in any case no later than in 5 Banking days following the last Confirmation, return the remaining balance all sums outstanding pursuant to the Assignee by a wire transfer sent to Credit Agreement dated as of August 3, 2001, among Borrower, Administrative Agent and the Assignee’s bank accountLenders identified therein (the "Bridge Loan").

Advance. The Lenders shall not be required to make the single disbursement hereunder unless (a) Advance the Borrower prior to or concurrently with such disbursement, shall be have paid generally no later than in 5 Banking days from all fees due and payable to the date of making Lenders, the Order.Arranger and the Administrative Agent hereunder; (b) The amount Borrower shall have furnished to the Administrative Agent, with sufficient copies for the Lenders, the following: (i) The duly executed originals of the Loan Documents, including the Notes, payable to the order of each of the Lenders, and this Agreement; (A) Certificates of good standing for the Borrower, the General Partners and each Material Subsidiary, from the states in which they are organized and have their principal place of business and chief executive offices, certified by the appropriate governmental officer and dated not more than thirty (30) days prior to the Agreement Execution Date, and (B) foreign qualification certificates for the Borrower and each Material Subsidiary, certified by the appropriate governmental officer and dated not more than sixty (60) days prior to the Agreement Execution Date for each other jurisdiction where the failure of such entity to so qualify or be licensed (if required) would have a Material Adverse Effect; (iii) Copies of the formation documents (including code of regulations, if appropriate) of the Borrower and the General Partners, certified by an officer of the applicable General Partner, together with all amendments thereto; (iv) Incumbency certificates, executed by officers of the applicable General Partner(s), which shall identify by name and title and bear the signature of the Persons authorized to sign the Loan Documents and to make borrowings hereunder on behalf of the Borrower, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower; (v) Copies, certified by a Secretary or an Assistant Secretary of the applicable General Partner, of the Board of Directors' resolutions (and resolutions of other bodies, if any are reasonably deemed necessary by counsel for any Lender) of each General Partner authorizing the Advance paid provided for herein, with respect to the Borrower, and the execution, delivery and performance of the Loan Documents to be executed and delivered by the Borrower hereunder; (vi) A written opinion of the Borrower's counsel, addressed to the Lenders in connection substantially the form of Exhibit B hereto or such other form as the Administrative Agent may reasonably approve; (vii) A certificate, signed by an officer of Chateau Parent, stating that on the Borrowing Date no Default or Unmatured Default has occurred and is continuing and that all representations and warranties of the Borrower are true and correct as of the Borrowing Date provided that such certificate is in fact true and correct; (viii) The most recent financial statements of the Borrower, Chateau Parent and the Target; (ix) UCC financing statement, judgment, and tax lien searches with respect to the Borrower from the states in which the Borrower is organized and has its principal place of business and chief executive offices; (x) Written money transfer instructions, in substantially the form of Exhibit E hereto, addressed to the Administrative Agent and signed by an Order Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested; (xi) A pro forma compliance certificate in the form of Exhibit C as of March 31, 2001, giving effect to the Merger and projections ("Projections") for the next two years, executed by the Borrower's chief financial officer or chief accounting officer based on the assumption that the Merger had been consummated as of such a date, and such other information as the Administrative Agent may reasonably request; (xii) The Merger Agreement, together with such evidence as the Administrative Agent may require that all of the conditions precedent to the Merger shall have been satisfied (or waived with the approval of the Administrative Agent), and that the transactions contemplated by the Merger Agreement (in full) shall have closed simultaneously with the disbursement of the Facility; and (xiii) Such other documents as any Lender or its counsel may have reasonably requested, the form and substance of which documents shall be equal reasonably acceptable to the expected Price of all Claims covered by the Order concerned. For the purposes of this Clause (2.3(b)), the expected Price shall be calculated using the presumption that all Loan claims covered by an Order will have the longest Loan tenors that are acceptable under such Orderparties and their respective counsel. (c) The Assignor will generally calculate and indicate to the Assignee the amount of Advance that is required under this Agreement in connection with an Order received.There exists no Default or Unmatured Default; (d) The Assignor may use representations and warranties contained in Article V are true and correct in all material respects as of the Advance Borrowing Date with respect to originate Loans covered by the respective Order (Clause 3.2(a)) Borrower and to cover the Markup or any other part of the Price of Claims assigned Subsidiary in existence on the basis Borrowing Date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall be true and correct on and as of such Order.earlier date; and (e) Advance There shall have been no change in connection with every Order must the business, Property or condition (financial or otherwise) of the Borrower and its Subsidiaries from the preparation date of the most recent consolidated financial statements which could reasonably be paid by expected to have a wire transfer to the Assignor’s bank account in full; no set-off, including setting-off against the Assignee’s financial position towards the Assignor with regards to any other Order or Assignment agreement or other kind of netting is allowedMaterial Adverse Effect. (f) Money paid as an Advance shall: There shall have been no change in the business, Property or condition (ifinancial or otherwise) be used only in accordance with this Agreement – any other use thereof without the prior written consent of the Assignee is strictly prohibited; (ii) be deposited Target's business, operations, performance or properties as reflected in the Assignor’s bank account untilTarget's consolidated financial statements as of December 31, from time 2000, previously delivered to timethe Administrative Agent, as which could reasonably be expected to have a whole or in parts, it is used by the Assignor in accordance with this Agreement; (iii) without prejudice to Assignor’s obligations under this Agreement, become Assignor’s own assets once credited to Assignor’s bank account; (iv) not be deemed Assignee’s assets in custody of or otherwise held by the AssignorMaterial Adverse Effect. (g) The Assignee acknowledges There shall have been no material adverse change in the primary and agrees secondary loan syndication markets or capital markets generally that no Advance paid will bear any interest. For could impair syndication of the avoidance of doubt, the Assignor will not be obligated, nor have any other legal duty, to pay the Assignee interest or any other consideration whatsoever due to or in connection with an Advance paid irrespective of whether or when the Advance has been used according to this AgreementFacilities. (h) If, after fulfilling an Order, any part of Advance pertaining thereto had not been used, the Assignor will promptlyThere shall be no injunction or temporary restraining order which, in any case the judgment of the Administrative Agent would prohibit the making of the Loan or the consummation of the Merger. There shall also be no later than litigation that would reasonably be expected to result in 5 Banking days following a material adverse effect on the last Confirmationbusiness currently conducted by the Target. (i) The Borrowing Notice shall constitute a representation and warranty by the Borrower that all such conditions have been satisfied or waived in accordance with the terms hereof or will have been satisfied or waived in accordance with the terms hereof concurrently with the funding. (j) The Borrower shall provide the Lenders with a waiver of, return or amendment to, covenants in the remaining balance Revolving Credit Agreement which, but for such amendment or waiver, would otherwise be breached by the transactions contemplated by the Merger or this Agreement, in a form satisfactory to the Assignee by a wire transfer sent to the Assignee’s bank accountAdministrative Agent.