Common use of All Borrowings Clause in Contracts

All Borrowings. Each Advance (including, without limitation, the initial Advance) pursuant to this Agreement is subject to the following further conditions precedent: (a) (i) prior to 3:00 p.m. (eastern time) on two Business Days before the designated Borrowing Date, the Administrative Agent, each Managing Agent and the Collateral Agent shall have received a Borrowing Request (together with any related Assignment) duly executed and delivered by the Borrower; and (ii) the Administrative Agent and each Managing Agent shall have received on the proposed date of funding, a Collateral Agent Daily Report, pursuant to Section 3.8 of the Collateral Agency Agreement, verifying that after giving effect to the requested Advance, the Collateral Value of all Eligible Mortgage Collateral shall exceed the Principal Debt; (b) all Collateral in which the Borrower has granted a security interest to the Administrative Agent for the benefit of the holders of the Obligations, with the exception of Special Mortgage Loans pursuant to Section 2.3(c), shall have been physically delivered to the possession of the Collateral Agent, to the extent that such possession is necessary or appropriate for the purpose of creating a first priority perfected Lien of the Administrative Agent for the benefit of the holders of the Obligations in such Collateral; (c) the representations and warranties of the Borrower, the Originators and (so long as the Servicer and one of the Originators is the same entity) the Servicer contained in this Agreement, any Assignment or Borrowing Request, or any Security Instrument or other Transaction Document (other than those representations and warranties that, by their express terms, are limited to the effective date of the document or agreement in which they are initially made) shall be true and correct in all respects on and as of the date of such Advance; (d) no Default or Event of Default or Servicer Default shall have occurred and be continuing, or would result from such Advance, and no change or event that constitutes a Material Adverse Effect shall have occurred and be continuing as of the date of such Advance; (e) the Collection Account shall be established and in existence and free from any Lien other than pursuant to the Collection Account Control Agreement; (f) delivery of a sufficient number of originals such that the Administrative Agent may have an executed original thereof, of such other documents, including such other documents as may be necessary or desirable to perfect or maintain the priority of any Lien granted or intended to be granted hereunder, as any Managing Agent may request; and (g) the Drawdown Termination Date shall not have occurred; and (h) the most recently due Performance Guarantor Quarterly Certificate, substantially in the form of Exhibit H-3, shall have been delivered previously to the Managing Agents. Each Borrowing Request shall be automatically deemed to constitute a representation and warranty by the Borrower on the Borrowing Date set forth therein to the effect that all of the conditions of this Section 4.2 are satisfied as of such Borrowing Date; provided that it is understood and agreed that only the Managing Agents can determine whether conditions are “satisfactory” to the Managing Agents.

All Borrowings. Each Advance (including, without limitation, the initial Advance) pursuant to this Agreement is subject to the following further conditions precedent: (a) (i) prior to 3:00 2:00 p.m. (eastern time) on two the Business Days Day before the designated Borrowing Date, the Borrower shall have provided to the Administrative Agent, each Managing Agent and the Collateral Agent shall have received Agent, a Borrowing Request Report (together with any related Assignment) duly executed and delivered by the Borrower; and prior to 4:00 p.m. (ii) eastern time), the Administrative Agent and shall have provided a copy of such Borrowing Report to each Managing Agent (it being understood that any such Borrowing Request shall have received on the proposed date of funding, constitute a Collateral Agent Daily Report, pursuant to Section 3.8 of the Collateral Agency Agreement, verifying representation that after giving effect to the requested AdvanceAdvance and close of business on such Borrowing Date, the Collateral Value of all Eligible Mortgage Collateral shall equal or exceed the Principal Debt); (b) all Collateral in which the Borrower has granted a security interest to the Administrative Agent for the benefit of the holders of the Obligations, with the exception of Special Mortgage Wet Loans pursuant to Section 2.3(c), shall have been physically delivered to the possession of the Collateral Agent, to the extent that such possession is necessary or appropriate for the purpose of creating a first priority perfected Lien of the Administrative Agent for the benefit of the holders of the Obligations in such Collateralaccordance with Section 3.2; (c) the representations and warranties of the Borrower, the Originators and (so long as the Servicer and one of the Originators is the same entity) the Servicer contained in this Agreement, any Assignment or Borrowing RequestReport, or any Security Instrument or other Transaction Document (other than those representations and warranties that, by their express terms, are limited to the effective date of the document or agreement in which they are initially made) shall be true and correct in all material respects on and as of the date of such Advance; (d) no Default or Event of Default or Servicer Default shall have occurred and be continuing, or would result from such Advance, and no change or event that constitutes a Material Adverse Effect shall have occurred and be continuing as of the date of such Advance; (e) the Collection Account shall be established and in existence and free from any Lien other than pursuant to the Collection Account Control Agreement; (f) delivery of a sufficient number of originals such that the Administrative Agent may have an executed original thereof, of such other documentsdocuments and opinions of counsel, including such other documents as may be necessary or desirable to perfect or maintain the priority of any Lien granted or intended to be granted hereunderhereunder or otherwise and including favorable written opinions of counsel with respect thereto, as any Managing the Administrative Agent may reasonably request; and; (g) the Drawdown Termination Date shall not have occurred; and (h) with respect to the most recently initial Advance, all fees, costs and expenses due Performance Guarantor Quarterly Certificate, substantially in on the form of Exhibit H-3, Initial Funding Date shall have been delivered previously to paid, as provided in the Managing AgentsFee Letters. Each Borrowing Request Report shall be automatically deemed to constitute a representation and warranty by the Borrower on the Borrowing Date set forth therein to the effect that all of the conditions of this Section Sections 4.1 and 4.2 are satisfied as of such Borrowing Date; provided that it is understood and agreed that only the Managing Agents can determine whether conditions are “satisfactory” to the Managing Agents.

All Borrowings. Each The obligation of each Lender to make any Advance (including, without limitation, the initial Advance) -------------- and to fund any Borrowing pursuant to this Agreement agreement is subject to the following further conditions precedent: (a) (iA) prior to 3:00 p.m. (eastern time) 11:00 a.m. on two Business Days before the designated Borrowing Date, the Administrative Agent, each Managing Borrower shall deliver to Agent and the Collateral Agent shall have received a duly executed Borrowing Request (together with any related Assignment) duly executed and delivered by and, to the Borrower; and (ii) extent that such Borrowing is to consist of Warehouse Advances funded as Eurodollar Rate Advances, prior to 11:00 a.m. on the Administrative Agent and each Managing Agent third Eurodollar Business Day preceding the Borrowing Date, Borrower shall have received on the proposed date of funding, a Collateral notified Agent Daily Report, pursuant to Section 3.8 in writing of the Collateral Agency Agreement, verifying that after giving effect amounts and Types of Warehouse Advance to the requested Advance, the Collateral Value of all Eligible Mortgage Collateral shall exceed the Principal Debtconstitute such Borrowing); (bB) subject to the provisions of SECTION 2.3(B), all Collateral Property in which the Borrower has granted a security interest Lien to the Administrative Agent for the benefit of the holders of the Obligations, with the exception of Special Mortgage Loans pursuant to Section 2.3(c), Lenders shall have been physically delivered to the possession of the Collateral Agent, Agent or any bailee acceptable to Agent to the extent that such possession is necessary or appropriate for the purpose of creating a first priority perfected perfecting the Lien of the Administrative Agent for the benefit of the holders of the Obligations Lenders in such Collateralcollateral; (cC) the representations and warranties of the Borrower, the Originators and (so long as the Servicer and one of the Originators is the same entity) the Servicer Borrower contained in this Agreement, any Assignment or Borrowing Request, agreement or any Security Instrument or other Transaction Loan Document (other than those representations and warranties that, which are by their express terms, are terms limited to the effective date of the document or agreement in which they are initially made) shall be true and correct in all material respects on and as of the date of such AdvanceBorrowing Date; (dD) no Default or Default, Event of Default or Servicer Default Excess Special Borrowing shall have occurred and be continuing, or would result from such Advance, continuing and no change or event that which constitutes a Material Adverse Effect shall have occurred and be continuing as of the date of such Advance;Borrowing Date; and (eE) the Collection Draft Account, the Funding Account and the Operating Account shall be established and in existence and free from any Lien other than pursuant to the Collection Account Control Agreement; (f) delivery of a sufficient number of originals such that the Administrative Agent may have an executed original thereof, of such other documents, including such other documents as may be necessary or desirable to perfect or maintain the priority of any Lien granted or intended to be granted hereunder, as any Managing Agent may request; and (g) the Drawdown Termination Date shall not have occurred; and (h) the most recently due Performance Guarantor Quarterly Certificate, substantially in the form of Exhibit H-3, shall have been delivered previously to the Managing Agentsexistence. Each Borrowing Request shall be automatically deemed to constitute a representation and warranty by the Borrower on the Borrowing Date set forth therein as to the effect that all of the conditions of this Section 4.2 are satisfied as of such Borrowing Date; provided that it is understood facts specified in SECTIONS 4.2(C) and agreed that only the Managing Agents can determine whether conditions are “satisfactory” to the Managing Agents(D).

All Borrowings. Each The obligation of Bank One to make any Advance (including, without limitation, the initial Advance) to fund any Borrowing pursuant to this Agreement (including the first) is subject to the following further conditions precedent: (a) (i) prior to 3:00 p.m. 10:30 a.m. (eastern Dallas time) on two Business Days before the designated Borrowing Date, the Administrative Agent, each Managing Agent and the Collateral Agent Borrower shall have received deliver to Bank One a Borrowing Request (together with any related Assignment) duly executed by Xxxxxxxx and delivered accompanied by the Borrower; and (ii) the Administrative Agent and each Managing Agent shall have received on the proposed date of funding, a Collateral Agent Daily Report, pursuant to Section 3.8 of the Collateral Agency Agreement, verifying that after giving effect to the requested Advance, the Collateral Value of all Eligible Mortgage Collateral shall exceed the Principal Debtitems required by SECTION 3.2 hereof; (b) all Collateral Consumer Notes in which the Borrower Xxxxxxxx has granted a security interest Lien to the Administrative Agent for the benefit of the holders of the Obligations, with the exception of Special Mortgage Loans pursuant to Section 2.3(c), Bank One shall have been physically delivered to the possession of the Collateral Agent, Bank One or a bailee acceptable to Bank One to the extent that such possession is necessary or appropriate for the purpose of creating a first priority perfected perfecting the Lien of the Administrative Agent for the benefit of the holders of the Obligations Bank One in such Collateralcollateral and Bank One has received evidence of its filed or perfected lien and security interest; (c) the representations and warranties of the Borrower, the Originators and (so long as the Servicer and one of the Originators is the same entity) the Servicer each Related Person contained in this Agreement, any Assignment or Borrowing Request, Agreement or any Security Instrument or other Transaction Document (other than those representations and warranties that, which are by their express terms, are terms limited to the effective date of the document or agreement in which they are initially made) shall be true and correct in all material respects on and as of the date of such Advance; (d) no Default or Event of Default or Servicer Default shall have occurred and be continuing, or would result from such Advance, continuing and no change or event that which constitutes a Material Adverse Effect shall have occurred and be continuing as of the date of such Advance; (e) the Collection Funding Account shall be established and in existence and free from any Lien other than pursuant to the Collection Account Control Agreementexistence; (f) delivery of a sufficient number of originals such that the Administrative Agent may have an executed original thereof, making of such Advance shall not be prohibited by any Governmental Requirement; (g) Bank One shall have received evidence of insurance covering Borrower's business assets, in amounts and in form and substance satisfactory to Bank; (h) Bank One shall have received such other documentsdocuments and opinions of counsel, including such other documents as may be necessary or desirable to perfect or maintain the priority of any Lien granted or intended to be granted hereunderhereunder or otherwise and including favorable written opinions of counsel with respect xxxxxxx, as any Managing Agent Bank One may reasonably request; (i) Borrower shall have paid the Facility Fee and the fees and expenses of Bank One's counsel for its work in connection with the transactions contemplated by the Agreement; and (gj) the Drawdown Termination Date sole shareholder of Borrower shall not have occurred; and (h) the most recently due Performance Guarantor Quarterly Certificate, substantially made to Borrower capital contributions in the form following aggregate amounts by the following dates: $1,000,000 by the date hereof; $1,500,000 by February 15, 1997; and $2,500,000 by May 15, 1997. Delivery to Bank One of Exhibit H-3, shall have been delivered previously to the Managing Agents. Each a Borrowing Request shall be automatically deemed to constitute a representation and warranty by the Borrower on the date thereof and on the Borrowing Date Date, if any, set forth therein as to the effect that all of the conditions facts specified in Subsections (c) and (d) of this Section 4.2 are satisfied as of such Borrowing Date; provided that it is understood and agreed that only the Managing Agents can determine whether conditions are “satisfactory” to the Managing AgentsSECTION 4.2.

All Borrowings. Each The obligation of each Lender to make any Advance (including, without limitation, the initial Advance) and to -------------- fund any Borrowing pursuant to this Agreement is subject to the following further conditions precedent: (a) (i) prior to 3:00 p.m. (eastern time) 11:00 a.m. on two Business Days before the designated Borrowing Date, the Administrative Agent, each Managing Agent and the Collateral Agent shall have received a Borrowing Request (together with any related Assignment) from Borrower, which Borrowing Request shall be promptly confirmed by Borrower by delivering to Agent a duly completed and executed and delivered by the Borrower; and (ii) the Administrative Agent and each Managing Agent shall have received on the proposed date of funding, a Collateral Agent Daily Report, pursuant to Section 3.8 of the Collateral Agency Agreement, verifying that after giving effect to the requested Advance, the Collateral Value of all Eligible Mortgage Collateral shall exceed the Principal DebtConfirmation; (b) subject to the provisions of the Security Agreement, all Collateral Property in which the Borrower has granted a security interest Lien to the Administrative Agent for the benefit of the holders of the Obligations, with the exception of Special Mortgage Loans pursuant to Section 2.3(c), Lenders shall have been physically delivered to the possession of the Collateral Agent, Agent or any bailee acceptable to Agent to the extent that such possession is necessary or appropriate for the purpose of creating a first priority perfected perfecting the Lien of the Administrative Agent for the benefit of the holders of the Obligations Lenders in such Collateralcollateral; (c) the representations and warranties of the Borrower, the Originators and (so long as the Servicer and one of the Originators is the same entity) the Servicer Borrower contained in this Agreement, any Assignment or Borrowing Request, Agreement or any Security Instrument or other Transaction Loan Document (other than those representations and warranties that, which are by their express terms, are terms limited to the effective date of the document or agreement in which they are initially made) shall be true and correct in all material respects on and as of the date of such AdvanceBorrowing Date; (d) no Default or Event of Default or Servicer Default shall have occurred and be continuing, or would result from such Advance, continuing and no change or event that which constitutes a Material Adverse Effect shall have occurred and be continuing as of the date of such Advance;Borrowing Date; and (e) the Collection Collateral Account and the Good Funds Wire Clearing Account shall be established and in existence and free from any Lien other than pursuant to the Collection Account Control Agreement; (f) delivery of a sufficient number of originals such that the Administrative Agent may have an executed original thereof, of such other documents, including such other documents as may be necessary or desirable to perfect or maintain the priority of any Lien granted or intended to be granted hereunder, as any Managing Agent may request; and (g) the Drawdown Termination Date shall not have occurred; and (h) the most recently due Performance Guarantor Quarterly Certificate, substantially in the form of Exhibit H-3, shall have been delivered previously to the Managing Agentsexistence. Each Borrowing Request shall be automatically deemed to constitute a representation and warranty by the Borrower on the Borrowing Date set forth therein as to the effect that all of the conditions of this Section 4.2 are satisfied as of such Borrowing Date; provided that it is understood facts specified in Sections 4.2(c) and agreed that only the Managing Agents can determine whether conditions are “satisfactory” to the Managing Agents(d).

All Borrowings. Each Advance (including, without limitation, At the initial Advance) pursuant to this Agreement is subject to the following further conditions precedenttime of each Borrowing hereunder: (a) (i) prior to 3:00 p.m. (eastern time) on two Business Days before the designated Borrowing Date, the The Administrative Agent, each Managing Agent and the Collateral Agent shall have received a Borrowing Request (together with any related Assignment) duly executed and delivered the notice required by the Borrower; and (ii) the Administrative Agent and each Managing Agent shall have received on the proposed date of funding, a Collateral Agent Daily Report, pursuant to Section 3.8 of the Collateral Agency Agreement, verifying that after giving effect to the requested Advance, the Collateral Value of all Eligible Mortgage Collateral shall exceed the Principal Debt2.2; (b) all Collateral in which the Borrower has granted a security interest to the Administrative Agent for the benefit Each of the holders of the Obligations, with the exception of Special Mortgage Loans pursuant to Section 2.3(c), shall have been physically delivered to the possession of the Collateral Agent, to the extent that such possession is necessary or appropriate for the purpose of creating a first priority perfected Lien of the Administrative Agent for the benefit of the holders of the Obligations in such Collateral; (c) the representations and warranties of the Borrowereach Borrower set forth in Section 5, the Originators and (so long as the Servicer and one of the Originators is the same entity) the Servicer contained each Credit Party in this Agreementeach other Credit Document, any Assignment or Borrowing Request, or any Security Instrument or other Transaction Document (other than those representations and warranties that, by their express terms, are limited to the effective date of the document or agreement in which they are initially made) shall be and remain true and correct in all material respects on and as of the date of such AdvanceBorrowing, with the same effect as though such representations and warranties had been made on and as of each such date, except that (i) if a qualifier relating to materiality or Material Adverse Effect applies, then such representation or warranty shall be required to be true and correct in all respects, (ii) if such representation or warranty specifically refers to an earlier date, then such representation or warranty shall be true and correct in all material respects as of such earlier date (except that if a qualifier relating to materiality or Material Adverse Effect applies, then such representation or warranty shall be required to be true and correct in all respects as of such earlier date) and (iii) for purposes of this Section 4.2(b), the representations and warranties contained in Section 5.9 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a)(i) and (ii), respectively, of Section 6.6; provided that, notwithstanding the foregoing, the representations and warranties set forth in Section 5.5 and Section 5.10 shall only be made by each Borrower on the Closing Date; (dc) no No Default or Event of Default or Servicer Default shall have occurred and be continuing, continuing or would occur as a result from such Advance, and no change or event that constitutes a Material Adverse Effect shall have occurred and be continuing as of the date of such Advance; (e) the Collection Account Borrowing. Each request for a Borrowing shall be established and in existence and free from any Lien other than pursuant to the Collection Account Control Agreement; (f) delivery of a sufficient number of originals such that the Administrative Agent may have an executed original thereof, of such other documents, including such other documents as may be necessary or desirable to perfect or maintain the priority of any Lien granted or intended deemed to be granted hereunder, as any Managing Agent may request; and (g) the Drawdown Termination Date shall not have occurred; and (h) the most recently due Performance Guarantor Quarterly Certificate, substantially in the form of Exhibit H-3, shall have been delivered previously to the Managing Agents. Each Borrowing Request shall be automatically deemed to constitute a representation and warranty by the each Borrower on the Borrowing Date set forth therein date of such Borrowing, conversion or continuance as to the effect that all of the conditions facts specified in subsections (b) and (c) of this Section 4.2 are satisfied as 4.2; and (d) In the case of either a Revolving Credit Borrowing to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent, the Required Revolving Credit Lenders (in the case of any Revolving Credit Loans to be denominated in an Alternative Currency) would make it impracticable for such Borrowing Date; provided that it is understood and agreed that only to be denominated in the Managing Agents can determine whether conditions are “satisfactory” to the Managing Agentsrelevant Alternative Currency.

All Borrowings. Each The obligation of the Bank to make any -------------- Advance (including, without limitation, the initial Advance) and to fund any Borrowing pursuant to this Agreement is subject to the following further conditions precedent: (a) (i) prior to 3:00 9:00 p.m. (eastern Dallas, Texas time) on two the Business Days before Day prior to the designated Borrowing Date, Borrower shall give to the Administrative Agent, each Managing Agent and Bank telephonic or telecopy notice of the Collateral Agent shall have received a amount of such Borrowing Request (together with any related Assignment) duly executed and delivered by the Borrower; and (ii) the Administrative Agent and prior to 10:30 a.m. (Dallas, Texas time) on each Managing Agent Borrowing Date, Bank shall have received on from the proposed date of funding, a Collateral Agent Daily Report, pursuant to Section 3.8 of the Collateral Agency Agreement, verifying that after giving effect to the requested Advance, the Collateral Value of all Eligible Mortgage Collateral shall exceed the Principal DebtBorrower via telecopy or Federal Express an executed Credit Request; (b) all Collateral in which the along with each Credit Request, Borrower has granted a security interest shall telecopy or Federal Express for receipt prior to the Administrative Agent deadline stated in Section ------- 4.02 (a) (ii) to the Bank a Collateral Schedule, identifying the Mortgage ----------- Notes offered pursuant to such Credit Request as security for the benefit of Obligations; (c) prior to the holders of the Obligations, with the exception of Special Mortgage Loans pursuant to deadlines stated in Section 2.3(c2.03(b)(i), Borrower ------------------ shall have been physically delivered deliver to the possession of the Collateral Agent, Bank (i) all of the items required to be delivered to the extent that such possession Bank by Section 2.03(b)(i) if the Credit Request is necessary ------------------ for a Wet Advance, or appropriate (ii) all the items required to be delivered to the Bank by Section 3.02 if the Credit Request is for the purpose of creating a first priority perfected Lien of the Administrative Agent for the benefit of the holders of the Obligations in such Collateral;Dry Advance; ------------ (cd) the representations and warranties of the Borrower, the Originators and (so long as the Servicer and one of the Originators is the same entity) the Servicer Borrower contained in this Agreement, any Assignment or Borrowing Request, Agreement or any Security Instrument or other Transaction Loan Document (other than those representations and warranties that, which are by their express terms, are terms limited to the effective date of the document or agreement in which they are initially made) shall be true and correct in all material respects on and as of the date of such Advance; (de) no Default or Event of Default or Servicer Default shall have occurred and be continuing, or would result from such Advance, and no change or event that constitutes a Material Adverse Effect shall have occurred and be continuing as of the date of such Advance; (ef) no circumstance or event, as determined by the Bank in its reasonable discretion, having a Material Adverse Effect shall have occurred and be continuing; (g) the Collection Funding Account, the Settlement Account and the Operating Account shall be established and in existence and free from any Lien other than pursuant to the Collection Account Control Agreementexistence; (f) delivery of a sufficient number of originals such that the Administrative Agent may have an executed original thereof, of such other documents, including such other documents as may be necessary or desirable to perfect or maintain the priority of any Lien granted or intended to be granted hereunder, as any Managing Agent may request; and (g) the Drawdown Termination Date shall not have occurred; and (h) if the most recently due Performance Guarantor Quarterly CertificateCredit Request is with respect to a Wet Advance, substantially in the form requirements of Exhibit H-3, Section 2.03(b) shall have been delivered previously to the Managing Agentsbe satisfied; and --------------- (i) no Net Collateral Deficit shall exist. Each Borrowing Credit Request shall be automatically deemed to constitute a representation and warranty by the Borrower on the Borrowing Date set forth therein date of the requested Advance as to the effect that all of the conditions of this Section 4.2 are satisfied as of such Borrowing Date; provided that it is understood facts specified in Sections 4.02(d), (e) and agreed that only the Managing Agents can determine whether conditions are “satisfactory” to the Managing Agents.(f). ---------------- --- ---

All Borrowings. Each Advance (including, without limitation, the initial Advance) pursuant to this Agreement is subject to the following further conditions precedent: (a) (i) prior to 3:00 p.m. 10:30 a.m. (eastern time) on two the Business Days Day before the designated Borrowing Date, the Administrative Agent, each Managing Agent and the Collateral Agent shall have received a Borrowing Request Report, verifying that after giving effect to the requested Advance, the Collateral Value of all Eligible Mortgage Collateral shall exceed the Primary Obligations (together with any related Assignment) duly executed and delivered by the Borrower; and (ii) the Administrative Agent and each Managing Agent shall have received received, no later than 1:00 p.m. (eastern time), on the proposed date of funding, a Collateral Agent Daily Report, pursuant to Section 3.8 of the Collateral Agency Agreement, verifying that after giving effect to the requested Advance, the Collateral Value of all Eligible Mortgage Collateral shall exceed the Principal Debt; (b) all Collateral in which the Borrower has granted a security interest to the Administrative Agent for the benefit of the holders of the Obligations, with the exception of Special Mortgage Loans pursuant to Section 2.3(c), shall have been physically delivered to the possession of the Collateral Agent, to the extent that such possession is necessary or appropriate for the purpose of creating a first priority perfected Lien of the Administrative Agent for the benefit of the holders of the Obligations in such Collateralaccordance with Section 3.2; (c) the representations and warranties of the Borrower, the Originators Originator and (so long as the Servicer and one of the Originators is Originator are the same entity) the Servicer contained in this Agreement, any Assignment or Borrowing RequestReport, or any Security Instrument or other Transaction Document (other than those representations and warranties that, by their express terms, are limited to the effective date of the document or agreement in which they are initially made) shall be true and correct in all respects on and as of the date of such Advance; (d) no Default, Event of Default, Servicer Default or Event of Default or Servicer Default Advance Cessation Trigger shall have occurred and be continuing, or would result from such Advance, and no change or event that constitutes a Material Adverse Effect shall have occurred and be continuing as of the date of such Advance; (e) the Collection Account shall be established and in existence and free from any Lien other than pursuant to the Collection Account Control AgreementAssignment of Account; (f) delivery of a sufficient number of originals such that the Administrative Agent may have an executed original thereof, of such other documentsdocuments and opinions of counsel, including such other documents as may be necessary or desirable to perfect or maintain the priority of any Lien granted or intended to be granted hereunderhereunder or otherwise and including favorable written opinions of counsel with respect thereto, as any Managing the Administrative Agent may request; and (g) the Drawdown Termination Date shall not have occurred; and (h) the most recently due Performance Guarantor Quarterly Certificate, substantially in the form of Exhibit H-3, shall have been delivered previously to the Managing Agents. Each Borrowing Request Report shall be automatically deemed to constitute a representation and warranty by the Borrower on the Borrowing Date set forth therein to the effect that all of the conditions of this Section 4.2 are satisfied as of such Borrowing Date; provided that it is understood and agreed that only the Managing Agents can determine whether conditions are “satisfactory” to the Managing Agents.

All Borrowings. Each Advance (including, without limitation, the initial Advance) pursuant to this Agreement is subject to the following further conditions precedent: (a) (i) prior to 3:00 p.m. 10:30 a.m. (eastern time) on two the Business Days Day before the designated Borrowing Date, the Administrative Agent, each Managing Agent and the Collateral Agent shall have received a Borrowing Request (together with any related Assignment) duly executed and delivered by the Borrower; and (ii) the Administrative Agent and each Managing Agent shall have received on the proposed date of funding, a Collateral Agent Daily Report, pursuant to Section 3.8 of the Collateral Agency Agreement, verifying that after giving effect to the requested Advance, the Collateral Value of all Eligible Mortgage Collateral shall exceed the Principal DebtDebt (together with any related Assignment) duly executed and delivered by the Borrower; and (ii) the Administrative Agent shall have received, no later than 1:00 p.m. (eastern time), on the proposed date of funding, a Collateral Agent Daily Report, pursuant to Section 3.8 of the Collateral Agency Agreement; (b) all Collateral in which the Borrower has granted a security interest to the Administrative Agent for the benefit of the holders of the Obligations, with the exception of Special Mortgage Wet Loans pursuant to Section 2.3(c), shall have been physically delivered to the possession of the Collateral Agent, to the extent that such possession is necessary or appropriate for the purpose of creating a first priority perfected Lien of the Administrative Agent for the benefit of the holders of the Obligations in such Collateralaccordance with Section 3.2; (c) the representations and warranties of the Borrower, the Originators and (so long as the Servicer and one of the Originators is the same entity) the Servicer contained in this Agreement, any Assignment or Borrowing RequestReport, or any Security Instrument or other Transaction Document (other than those representations and warranties that, by their express terms, are limited to the effective date of the document or agreement in which they are initially made) shall be true and correct in all respects on and as of the date of such Advance; (d) no Default or Event of Default or Servicer Default shall have occurred and be continuing, or would result from such Advance, and no change or event that constitutes a Material Adverse Effect shall have occurred and be continuing as of the date of such Advance; (e) the Collection Account shall be established and in existence and free from any Lien other than pursuant to the Collection Account Control Agreement; (f) delivery of a sufficient number of originals such that the Administrative Agent may have an executed original thereof, of such other documentsdocuments and opinions of counsel, including such other documents as may be necessary or desirable to perfect or maintain the priority of any Lien granted or intended to be granted hereunderhereunder or otherwise and including favorable written opinions of counsel with respect thereto, as any Managing the Administrative Agent may request; and (g) the Drawdown Termination Date shall not have occurred; and (h) the most recently due Performance Guarantor Quarterly Certificate, substantially in the form of Exhibit H-3, shall have been delivered previously to the Managing Agents. Each Borrowing Request shall be automatically deemed to constitute a representation and warranty by the Borrower on the Borrowing Date set forth therein to the effect that all of the conditions of this Section 4.2 are satisfied as of such Borrowing Date; provided that it is understood and agreed that only the Managing Agents can determine whether conditions are “satisfactory” to the Managing Agents.;

All Borrowings. Each Advance (including, without limitation, the initial Advance) pursuant to this Agreement is subject to the following further conditions precedent: (a) (i) prior to 3:00 3:30 p.m. (eastern time) on two the Business Days Day before the designated Borrowing Date, the Administrative AgentAgent shall have received, and prior to 4:30 p.m. (eastern time) on the Business Day before the designated Borrowing Date, each Managing Agent Agent, its Group Banks and the Collateral Agent shall have received a Borrowing Request Report, verifying that after giving effect to the requested Advance, the Collateral Value of all Eligible Mortgage Collateral shall exceed the Primary Obligations (together with any related Assignment) duly executed and delivered by the Borrower; and (ii) the Administrative Agent and each Managing Agent shall have received received, no later than 1:00 p.m. (eastern time), on the proposed date of funding, a Collateral Agent Daily Report, pursuant to Section 3.8 of the Collateral Agency Agreement, verifying that after giving effect to the requested Advance, the Collateral Value of all Eligible Mortgage Collateral shall exceed the Principal Debt; (b) all Collateral in which the Borrower has granted a security interest to the Administrative Agent for the benefit of the holders of the Obligations, with the exception of Special Mortgage Loans pursuant to Section 2.3(c), shall have been physically delivered to the possession of the Collateral Agent, to the extent that such possession is necessary or appropriate for the purpose of creating a first priority perfected Lien of the Administrative Agent for the benefit of the holders of the Obligations in such Collateralaccordance with Section 3.2; (c) the representations and warranties of the Borrower, the Originators Originator and (so long as the Servicer and one of the Originators is Originator are the same entity) the Servicer contained in this Agreement, any Assignment or Borrowing RequestReport, or any Security Instrument or other Transaction Document (other than those representations and warranties that, by their express terms, are limited to the effective date of the document or agreement in which they are initially made) shall be true and correct in all respects on and as of the date of such Advance; (d) no Default, Event of Default, Servicer Default or Event of Default or Servicer Default Advance Cessation Trigger shall have occurred and be continuing, or would result from such Advance, and no change or event that constitutes a Material Adverse Effect with respect to the Borrower, the Originator or the Servicer shall have occurred and be continuing as of the date of such Advance; (e) the Collection Account shall be established and in existence and free from any Lien other than pursuant to the Collection Account Control AgreementAgreements; (f) delivery of a sufficient number of originals such that the Administrative Agent may have an executed original thereof, of such other documentsdocuments and opinions of counsel, including such other documents as may be necessary or desirable to perfect or maintain the priority of any Lien granted or intended to be granted hereunderhereunder or otherwise and including favorable written opinions of counsel with respect thereto, as any Managing Agent may request; and; (g) the Drawdown Termination Date shall not have occurred; and (h) the most recently due Performance Guarantor Quarterly Certificate, substantially Required Reserve Account Amount shall be on deposit in the form of Exhibit H-3, shall have been delivered previously to the Managing AgentsReserve Account. Each Borrowing Request Report shall be automatically deemed to constitute a representation and warranty by the Borrower on the Borrowing Date set forth therein to the effect that all of the conditions of this Section 4.2 are satisfied as of such Borrowing Date; provided that it is understood and agreed that only the Managing Agents can determine whether conditions are “satisfactory” to the Managing Agents.

All Borrowings. Each Advance (including, without limitation, the initial Advance) pursuant to this Second Restated Loan Agreement is subject to the following further conditions precedent: (a) (i) prior to 3:00 5:00 p.m. (eastern time) on two the Business Days Day before the designated Borrowing Date, the Administrative Agent, each Managing Agent and the Collateral Agent shall have received a Borrowing Request (together with any related Assignment) duly executed and delivered by the Borrower; and (ii) the Administrative Agent and each Managing Agent shall have received on the proposed date of funding, a Collateral Agent Daily Report, pursuant to Section 3.8 of the Second Restated Collateral Agency Agreement, verifying that after giving effect to the requested Advance, the Collateral Value of all Eligible Mortgage Collateral shall exceed the Principal Debt; (b) all Collateral in which the Borrower has granted a security interest to the Administrative Agent for the benefit of the holders of the Obligations, with the exception of Special Mortgage Loans pursuant to Section 2.3(c), shall have been physically delivered to the possession of the Collateral Agent, to the extent that such possession is necessary or appropriate for the purpose of creating a first priority perfected Lien of the Administrative Agent for the benefit of the holders of the Obligations in such Collateral; (c) the representations and warranties of the Borrower, the Originators Originator and (so long as the Servicer and one of the Originators is Originator are the same entity) the Servicer contained in this Second Restated Loan Agreement, any Assignment or Borrowing Request, or any Security Instrument or other Transaction Document (other than those representations and warranties that, by their express terms, are limited to the effective date of the document or agreement in which they are initially made) shall be true and correct in all respects on and as of the date of such Advance; (d) no Default or Event of Default or Servicer Default shall have occurred and be continuing, or would result from such Advance, and no change or event that constitutes a Material Adverse Effect shall have occurred and be continuing as of the date of such Advance; (e) the Collection Account shall be established and in existence and free from any Lien other than pursuant to the Collection Account Control AgreementRestated Assignment of Account; (f) delivery of a sufficient number of originals such that the Administrative Agent may have an executed original thereof, of such other documents, including such other documents as may be necessary or desirable to perfect or maintain the priority of any Lien granted or intended to be granted hereunder, as any Managing Agent may reasonably request; and (g) the Drawdown Termination Date shall not have occurred; and (h) the most recently due Performance Guarantor Quarterly Certificate, substantially in the form of Exhibit H-3, shall have been delivered previously to the Managing Agents. Each Borrowing Request shall be automatically deemed to constitute a representation and warranty by the Borrower on the Borrowing Date set forth therein to the effect that all of the conditions of this Section 4.2 are satisfied as of such Borrowing Date; provided that it is understood and agreed that only the Managing Agents can determine whether conditions are “"satisfactory” " to the Managing Agents.

All Borrowings. Each Advance (including, without limitation, the initial Advance) pursuant to this Restated Loan Agreement is subject to the following further conditions precedent: (a) (i) prior to 3:00 4:00 p.m. (eastern time) on two the Business Days Day before the designated Borrowing Date, the Administrative Agent, each Managing Agent and the Collateral Agent shall have received a Borrowing Request (together with any related Assignment) duly executed and delivered by the Borrower; and (ii) the Administrative Agent and each Managing Agent shall have received on the proposed date of funding, a Collateral Agent Daily Report, pursuant to Section 3.8 of the Collateral Agency Agreement, verifying that after giving effect to the requested Advance, the Collateral Value of all Eligible Mortgage Collateral shall exceed the Principal Debt; (b) all Collateral in which the Borrower has granted a security interest to the Administrative Agent for the benefit of the holders of the Obligations, with the exception of Special Mortgage Loans pursuant to Section 2.3(c), shall have been physically delivered to the possession of the Collateral Agent, to the extent that such possession is necessary or appropriate for the purpose of creating a first priority perfected Lien of the Administrative Agent for the benefit of the holders of the Obligations in such Collateral; (c) the representations and warranties of the Borrower, the Originators Originator and (so long as the Servicer and one of the Originators is Originator are the same entity) the Servicer contained in this Restated Loan Agreement, any Assignment or Borrowing Request, or any Security Instrument or other Transaction Document (other than those representations and warranties that, by their express terms, are limited to the effective date of the document or agreement in which they are initially made) shall be true and correct in all respects on and as of the date of such Advance; (d) no Default or Event of Default or Servicer Default shall have occurred and be continuing, or would result from such Advance, and no change or event that constitutes a Material Adverse Effect shall have occurred and be continuing as of the date of such Advance; (e) the Collection Account shall be established and in existence and free from any Lien other than pursuant to the Collection Account Control AgreementRestated Assignment of Account; (f) delivery of a sufficient number of originals such that the Administrative Agent may have an executed original thereof, of such other documents, including such other documents as may be necessary or desirable to perfect or maintain the priority of any Lien granted or intended to be granted hereunder, as any Managing Agent may reasonably request; and (g) the Drawdown Termination Date shall not have occurred; and (h) the most recently due Performance Guarantor Quarterly Certificate, substantially in the form of Exhibit H-3, shall have been delivered previously to the Managing Agents. Each Borrowing Request shall be automatically deemed to constitute a representation and warranty by the Borrower on the Borrowing Date set forth therein to the effect that all of the conditions of this Section 4.2 are satisfied as of such Borrowing Date; provided that it is understood and agreed that only the Managing Agents can determine whether conditions are “"satisfactory” " to the Managing Agents.