Common use of All Loans Clause in Contracts

All Loans. The making of each Loan to Borrower (including the Term Loan and all Revolving Loan Advances) is subject to the satisfaction of the following further conditions precedent, both immediately prior to the making of such Loan and also after giving effect thereto and to the intended use thereof: (a) no Default or Event of Default shall have occurred and be continuing; (b) both immediately prior to the making of such Loan and also after giving effect thereto and to the intended use thereof, the representations and warranties made by Borrower in Section 6 and Schedule 1 hereof, and elsewhere in each of the Loan Documents, shall be true, correct and complete on and as of the date of the making of such Loan in all material respects (in the case of the representations and warranties in Section 6.10 and Schedule 1, solely with respect to Mortgage Loans and Eligible Securities included in the Borrowing Base) with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). Agent shall have received an officer's certificate signed by a Responsible Officer of Borrower certifying as to the truth, accuracy and completeness of the above, which certificate shall specifically include a statement that Borrower is in compliance with all governmental licenses and authorizations, statutory and regulatory requirements, and is qualified to do business and in good standing in all required jurisdictions, and that such borrowing does not violate restrictions imposed upon Borrower as a Registered Investment Company or otherwise; (c) the aggregate outstanding principal amount of the Loans (including the Revolving Loan Advance then being made by Lender) shall not exceed the Borrowing Base; (d) subject to Agent's right to perform one or more Due Diligence Reviews pursuant to Section 12.15 hereof, Agent shall have completed its due diligence review of the Mortgage Loan Documents for each Mortgage Loan included in the Collateral and such other documents, records, agreements, instruments, mortgaged properties or information relating to such Mortgage Loans as Agent in its sole discretion deems appropriate to review and such review shall be satisfactory to Agent in its sole discretion; (e) Agent shall have received from the Custodian a Mortgage Loan Schedule and Exception Report with Exceptions as are acceptable to Agent in its sole discretion in respect of Eligible Mortgage Loans to be included in the Collateral; (f) Agent shall have received from Borrower a Borrower's Release Letter substantially in the form of Exhibit D hereto (or such other form acceptable to Agent) covering each Mortgage Loan to be pledged to Agent, for the benefit of Lender; (g) there shall not have occurred a material adverse change in the financial condition of Lender which affects (or can reasonably be expected to affect) materially and adversely the ability of Lender to fund its obligations under this Agreement; provided, however, if a Revolving Loan Advance is not made due to the occurrence of a material adverse change in the financial condition of Lender, Borrower may prepay the Loan with no Prepayment Fee and, if Borrower does not elect to prepay the Loan, the Unused Revolving Loan Fee will be waived until such time as Lender confirms in writing its ability to make Revolving Loan Advances. (h) neither Agent nor Lender shall have determined in good faith that there is any action, proceeding or investigation by or before any Governmental Authority affecting Borrower or any of its Affiliates or Property (including, without limitation, any Mortgage Loan pledged to Agent for the benefit of Lender hereunder), which, in the good faith judgment of Agent or Lender, as the case may be, is reasonably likely to be adversely determined and which, in the good faith judgment of Agent or Lender, as the case may be, if decided adversely, would have a reasonable likelihood of having a Material Adverse Effect. (i) As of the Effective Date and the date of each Revolving Loan Advance, Borrower shall be in compliance with the financial covenants set forth in Section 7.18 of this Agreement, as confirmed by Agent in its reasonable discretion. Each request for a borrowing by Borrower hereunder shall constitute a certification by Borrower that all the conditions set forth in Section 5.01 and the conditions set forth in Section 5.02(a), (b), (e) and (f) have been satisfied (both as of the date of such notice, request or confirmation and as of the date of such borrowing).

All Loans. The making obligation of each Loan any Lender to Borrower (including the Term Loan and all Revolving Loan Advances) make any Loan, or to issue, renew or extend any Letter of Credit, is subject to the accuracy of all representations and warranties of the Borrower on the date of such Loan, or issuance, renewal or extension of such Letter of Credit, to the performance by the Borrower of its obligations under the Credit Documents and to the satisfaction of the following further conditions precedent, both immediately prior to the making of such Loan and also after giving effect thereto and to the intended use thereof: conditions: (a) the Agent shall have received the following, all of which shall be duly executed and in Proper Form: (1) for Committed Loans, a Request for Loan (i) by 12:00 noon, New York, New York time, one (1) Business Day before the date (which shall also be a Business Day) of the proposed Loan which is to be a Base Rate Borrowing (other than Swing Loans or Base Rate Borrowings to finance the reimbursement of an LC Disbursement as contemplated by Section 2.2(e) hereof), (ii) by 12:00 noon, New York, New York time, on the same Business Day of any proposed Swing Loan or Base Rate Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.2(e) hereof, provided that by 12:00 noon, New York, New York time on the date of the proposed Loan, Borrower shall also have notified JPMC by telephone of its request for a Loan, or (iii) by the Rate Designation Date of the proposed Loan which is to be a Eurodollar Rate Borrowing; (2) for Money Market Loans the information required by Section 2.8; (3) for Letters of Credit the documents required by Section 2.2 hereof; and (4) such other documents as the Agent may reasonably require to satisfy itself or the request of any Lender; (b) no Default or Event of Default shall have occurred and be continuing; ; (bc) both immediately prior the making of the Loan or issuance, renewal or extension of such Letter of Credit, shall not be prohibited by any Legal Requirement (in which event the applicable portion of the Fee will not be charged to the making Borrower); (d) the Borrower shall have paid all legal fees and expenses of the type described in Section 5.10 hereof through the date of such Loan; (e) in the case of a Committed Loan other than a Swing Loan, all Swing Loans then outstanding shall have been paid or shall be paid with the proceeds of such Loan and also after giving effect thereto and to (f) the intended use thereof, the representations and warranties made by Borrower in Section 6 and Schedule 1 hereof, and elsewhere in each of the Loan Documents, shall be true, correct and complete on and as of the date of the making of such Loan in all material respects (in the case of the representations and warranties in Section 6.10 and Schedule 1, solely with respect to Mortgage Loans and Eligible Securities included in the Borrowing Base) with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). Agent shall have received an officer's certificate signed by a Responsible Officer of Borrower Officer’s Certificate certifying as to the truth, accuracy and completeness of the above, which certificate shall specifically include a statement that Borrower is in compliance with all governmental licenses and authorizations, statutory and regulatory requirements, and is qualified to do business and in good standing in all required jurisdictions, and that such borrowing does not violate restrictions imposed upon Borrower as a Registered Investment Company or otherwise; (c) the aggregate outstanding principal amount of the Loans (including the Revolving Loan Advance then being made by Lender) shall not exceed the Borrowing Base; (d) subject to Agent's right to perform one or more Due Diligence Reviews pursuant to Section 12.15 hereof, Agent shall have completed its due diligence review of the Mortgage Loan Documents for each Mortgage Loan included in the Collateral and such other documents, records, agreements, instruments, mortgaged properties or information relating to such Mortgage Loans as Agent in its sole discretion deems appropriate to review and such review shall be satisfactory to Agent in its sole discretion; (e) Agent shall have received from the Custodian a Mortgage Loan Schedule and Exception Report with Exceptions as are acceptable to Agent in its sole discretion in respect of Eligible Mortgage Loans to be included in the Collateral; (f) Agent shall have received from Borrower a Borrower's Release Letter substantially in the form of Exhibit D hereto (or such other form acceptable to Agent) covering each Mortgage Loan to be pledged to Agent, for the benefit of Lender; (g) there shall not have occurred a material adverse change in the financial condition of Lender which affects (or can reasonably be expected to affect) materially and adversely the ability of Lender to fund its obligations under this Agreement; provided, however, if a Revolving Loan Advance is not made due to the occurrence of a material adverse change in the financial condition of Lender, Borrower may prepay the Loan with no Prepayment Fee and, if Borrower does not elect to prepay the Loan, the Unused Revolving Loan Fee will be waived until such time as Lender confirms in writing its ability to make Revolving Loan Advances. (h) neither Agent nor Lender shall have determined in good faith that there is any action, proceeding or investigation by or before any Governmental Authority affecting Borrower or any of its Affiliates or Property (including, without limitation, any Mortgage Loan pledged to Agent for the benefit of Lender hereunder), which, in the good faith judgment of Agent or Lender, as the case may be, is reasonably likely to be adversely determined and which, in the good faith judgment of Agent or Lender, as the case may be, if decided adversely, would have a reasonable likelihood of having a Material Adverse Effect. (i) As of the Effective Date and the date of each Revolving Loan Advance, Borrower shall be in compliance with the financial covenants set forth in Section 7.18 of this Agreement, as confirmed by Agent in its reasonable discretion. Each request for a borrowing by Borrower hereunder shall constitute a certification by Borrower that all the conditions set forth in Section 5.01 and the conditions set forth in Section 5.02(a), (b), (e) and (f) have been satisfied (both therein as of the date of such notice, request or confirmation and as end of the date of such borrowing)immediately preceding fiscal quarter.

All Loans. The making Notwithstanding any provision contained herein to the contrary, none of each the Banks shall have any obligation to make any further Revolving Credit Loan hereunder, to Borrower (including advance any further amount under the Term Loan or to convert any Loan to a LIBOR Loan or to extend any LIBOR Loan for a new Interest Period, and all Revolving Mercantile shall have no obligation to make any further Swing Loan Advances) is subject to the satisfaction of the following further conditions precedenthereunder, both immediately prior to the making of such Loan and also after giving effect thereto and to the intended use thereofunless: (a) With respect to any new Revolving Credit Loan advance, the Agent shall have received a Borrowing Notice for such Revolving Credit Loan as required by Section 3.3; (b) With respect to the advance of $3,725,760.69 to repay the outstanding principal balance of and accrued interest and prepayment premiums on the bond indebtedness secured by Borrower's Pueblo, Colorado plant and equipment, the Agent shall have received a payoff letter from the holder(s) of any and all mortgages, deeds of trust, security interests and other liens securing such bond indebtedness, together with such deeds of release, UCC termination statements and other releases as Agent shall require, and such title insurance commitments, endorsements and other agreements as Agent shall reasonably request; (c) With respect to any conversion of a Loan to or continuation of any Loan as a LIBOR Loan, the Agent shall have received the notice for such conversion or continuation as required by Section 6.1; (d) On the date of and immediately after giving effect to such Revolving Credit Loan, such Swing Loan, such Term Loan advance or such interest rate conversion or extension, no Default or Event of Default under this Agreement shall have occurred and be continuing; (be) both immediately prior No change in the Properties, assets, liabilities, business, operations, prospects, income or condition (financial or otherwise) of Borrower and its Subsidiaries taken as a whole and having a Material Adverse Effect shall have occurred since the date of this Agreement and be continuing; and (f) Except for subsequent changes consented to by the making Required Banks after the date hereof, all of such Loan and also after giving effect thereto and to the intended use thereof, the representations and warranties made by of Borrower contained in Section 6 and Schedule 1 hereof, and elsewhere in each of the Loan Documents, this Agreement shall be true, true and correct and complete in all material respects on and as of the date of the making of such Revolving Credit Loan, such Swing Loan, such Term Loan in all material respects (in the case of the representations and warranties in Section 6.10 and Schedule 1, solely with respect to Mortgage Loans and Eligible Securities included in the Borrowing Base) with the same force and effect advance or such interest rate conversion or continuation as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). Agent shall have received an officer's certificate signed by a Responsible Officer of Borrower certifying as to the truth, accuracy and completeness of the above, which certificate shall specifically include a statement that Borrower is in compliance with all governmental licenses and authorizations, statutory and regulatory requirements, and is qualified to do business and in good standing in all required jurisdictions, and that such borrowing does not violate restrictions imposed upon Borrower as a Registered Investment Company or otherwise; (c) the aggregate outstanding principal amount of the Loans (including the Revolving Loan Advance then being made by Lender) shall not exceed the Borrowing Base; (d) subject to Agent's right to perform one or more Due Diligence Reviews pursuant to Section 12.15 hereof, Agent shall have completed its due diligence review of the Mortgage Loan Documents for each Mortgage Loan included in the Collateral and such other documents, records, agreements, instruments, mortgaged properties or information relating to such Mortgage Loans as Agent in its sole discretion deems appropriate to review and such review shall be satisfactory to Agent in its sole discretion; (e) Agent shall have received from the Custodian a Mortgage Loan Schedule and Exception Report with Exceptions as are acceptable to Agent in its sole discretion in respect of Eligible Mortgage Loans to be included in the Collateral; (f) Agent shall have received from Borrower a Borrower's Release Letter substantially in the form of Exhibit D hereto (or such other form acceptable to Agent) covering each Mortgage Loan to be pledged to Agent, for the benefit of Lender; (g) there shall not have occurred a material adverse change in the financial condition of Lender which affects (or can reasonably be expected to affect) materially and adversely the ability of Lender to fund its obligations under this Agreement; provided, however, if a Revolving Loan Advance is not made due to the occurrence of a material adverse change in the financial condition of Lender, Borrower may prepay the Loan with no Prepayment Fee and, if Borrower does not elect to prepay the Loan, the Unused Revolving Loan Fee will be waived until such time as Lender confirms in writing its ability to make Revolving Loan Advances. (h) neither Agent nor Lender shall have determined in good faith that there is any action, proceeding or investigation by or before any Governmental Authority affecting Borrower or any of its Affiliates or Property (including, without limitation, any Mortgage Loan pledged to Agent for the benefit of Lender hereunder), which, in the good faith judgment of Agent or Lender, as the case may be, is reasonably likely to be adversely determined and which, in the good faith judgment of Agent or Lender, as the case may be, if decided adversely, would have a reasonable likelihood of having a Material Adverse Effect. (i) As of the Effective Date and the date of each Revolving Loan Advance, Borrower shall be in compliance with the financial covenants set forth in Section 7.18 of this Agreement, as confirmed by Agent in its reasonable discretion. Each request for a borrowing by Borrower hereunder shall constitute a certification by Borrower that all the conditions set forth in Section 5.01 and the conditions set forth in Section 5.02(a), (b), (e) and (f) have been satisfied (both as of the date of such noticeRevolving Credit Loan, request such Swing Loan, such Term Loan advance or confirmation and as of the date of such borrowing)interest rate conversion or continuation.

All Loans. The making obligation of each Lender to make any Loan to Borrower (including the Term Loan initial Loan) to be made by it hereunder and all Revolving Loan Advances) the obligation of the Issuer to issue any Letter of Credit is subject to (a) the satisfaction accuracy, in all material respects, on the date of such Loan of all representations and warranties of each Obligor contained in this Agreement and the other Loan Documents (except for such representations and warranties which expressly refer to a prior date in which case they shall be true and correct as of such earlier date); provided, however, that for purposes of this Section, in each representation and warranty in Article 6 hereof that makes reference to a Schedule, the representation under this Section that such representation and warranty in Article 6 hereof is true on and as of the following further conditions precedentdate of making of such Loan shall take into account subsequent amendments to any Schedule referred to therein and matters arising after the date hereof which do not otherwise give rise to or constitute a Default hereunder; (b) Agent shall have received the following, both immediately all of which shall be duly executed and in Proper Form: (1) a Request for Extension of Credit as to the Loan or the Letter of Credit, as the case may be, no later than 11:00 a.m., Houston, Texas time on the Business Day on which such Request for Extension of Credit must be given under Section 4.3 hereof, and (2) in the case of a Letter of Credit, an Application, and (3) such other documents as Agent may reasonably require; (c) prior to the making of such Loan or the issuance of such Letter of Credit and also after giving effect thereto and to the intended use thereof: thereto, there shall have occurred no event having a Material Adverse Effect; (ad) no Default or Event of Default shall have occurred and be continuing; ; (be) both immediately prior to the making of such Loan or the issuance of such Letter of Credit shall not be illegal or prohibited by any Legal Requirement, (f) all Swing Loans then outstanding shall have been paid or shall be paid with the proceeds of such Revolving Loan, and also after giving effect thereto (g) Borrower shall have paid all fees and to expenses of the intended use thereof, the representations and warranties made by Borrower type described in Section 6 11.3 hereof and Schedule 1 hereofall other fees owed to Agent or any Lender under the Loan Documents which are due and payable, and elsewhere in each of the Loan Documentscase, shall be true, correct and complete prior to or on and as of the date of the making of such Loan in all material respects (in the case of the representations and warranties in Section 6.10 and Schedule 1, solely with respect to Mortgage Loans and Eligible Securities included in the Borrowing Base) with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). Agent shall have received an officer's certificate signed by a Responsible Officer of Borrower certifying as to the truth, accuracy and completeness of the above, which certificate shall specifically include a statement that Borrower is in compliance with all governmental licenses and authorizations, statutory and regulatory requirements, and is qualified to do business and in good standing in all required jurisdictions, and that such borrowing does not violate restrictions imposed upon Borrower as a Registered Investment Company or otherwise; (c) the aggregate outstanding principal amount of the Loans (including the Revolving Loan Advance then being made by Lender) shall not exceed the Borrowing Base; (d) subject to Agent's right to perform one or more Due Diligence Reviews pursuant to Section 12.15 hereof, Agent shall have completed its due diligence review of the Mortgage Loan Documents for each Mortgage Loan included in the Collateral and such other documents, records, agreements, instruments, mortgaged properties or information relating to such Mortgage Loans as Agent in its sole discretion deems appropriate to review and such review shall be satisfactory to Agent in its sole discretion; (e) Agent shall have received from the Custodian a Mortgage Loan Schedule and Exception Report with Exceptions as are acceptable to Agent in its sole discretion in respect of Eligible Mortgage Loans to be included in the Collateral; (f) Agent shall have received from Borrower a Borrower's Release Letter substantially in the form of Exhibit D hereto (or such other form acceptable to Agent) covering each Mortgage Loan to be pledged to Agent, issuance (except for the benefit of Lender; (g) there shall not have occurred a material adverse change in the financial condition of Lender amounts which affects (or can reasonably be expected to affect) materially and adversely the ability of Lender to fund its obligations under this Agreement; provided, however, if a Revolving Loan Advance is not made due to the occurrence of a material adverse change in the financial condition of Lender, Borrower may prepay the Loan with no Prepayment Fee and, if Borrower does not elect to prepay the Loan, the Unused Revolving Loan Fee will be waived until such time as Lender confirms in writing its ability to make Revolving Loan Advances. (h) neither Agent nor Lender shall have determined in good faith that there is any action, proceeding or investigation by or before any Governmental Authority affecting Borrower or any of its Affiliates or Property (including, without limitation, any Mortgage Loan pledged to Agent for the benefit of Lender hereunder), which, in the good faith judgment of Agent or the applicable Lender, as the case may be, is reasonably likely in their sole discretion, agree may be paid at a later date). The submission by the Borrower of a Request for Extension of Credit shall be deemed to be adversely determined a representation and which, in warranty that the good faith judgment conditions precedent to the applicable Loan have been satisfied. Selection of Agent or Lender, as a new interest rate at the case may be, if decided adversely, would have a reasonable likelihood expiration of having a Material Adverse Effect. (i) As of the Effective Date and the date of each Revolving Loan Advance, Borrower an Interest Period shall be in compliance with the financial covenants set forth in Section 7.18 of this Agreement, as confirmed by Agent in its reasonable discretion. Each request for a borrowing by Borrower hereunder shall not constitute a certification by Borrower that all the conditions set forth in Section 5.01 and the conditions set forth in Section 5.02(a), (b), (e) and (f) have been satisfied (both as of the date of such notice, request or confirmation and as of the date of such borrowing)new Loan hereunder.

All Loans. The making obligation of each Lender to make any Loan for which such Lender is obligated hereunder (other than a Swingline Loan, which shall be governed exclusively by the terms of Section 2.11) and the obligation of the applicable Issuing Bank to Borrower (including the Term Loan and all Revolving Loan Advances) issue any applicable Letter of Credit is subject to the satisfaction of the following further conditions precedent, both immediately prior to the making of such Loan and also after giving effect thereto and to the intended use thereofconditions: (a) the Applicable Agent shall have received the following, all of which shall be duly executed and in Proper Form: (1) in the case of a Loan, other than a Revolving Loan for the purposes described in Sections 2.2(b), 2.4(c), 2.6(d), 2.10(e) and 2.10(f), (i) with respect to each Alternate Base Rate Borrowing, Canadian Prime Rate Borrowing or US Base Rate (Canada) Borrowing, the Administrative Agent shall have received by no later than 1:00 p.m. on the applicable Rate Selection Date, telephonic notice from the applicable Borrower of the proposed date and amount of such applicable Loan, and by no later than 2:00 p.m. Central time on the applicable Rate Selection Date, a Request for Extension of Credit, signed by a Responsible Officer of the applicable Borrower, and (ii) with respect to each LIBOR Borrowing or CDOR Rate Borrowing, the Administrative Agent shall have received by no later than 12:00 noon on the applicable Rate Selection Date, telephonic notice from the applicable Borrower of the proposed date and amount of such Loan, and no later than 1:00 p.m. on the applicable Rate Selection Date, a Request for Extension of Credit, signed by a Responsible Officer of the applicable Borrower, or, in the case of issuance of a Letter of Credit, the applicable Issuing Bank shall have received a completed Application (as may be required by the applicable Issuing Bank) signed by a Responsible Officer of the applicable Borrower by 12:00 noon five (5) Business Days prior to the proposed date of issuance of such Letter of Credit and payment of the first letter of credit fee applicable thereto as and by the time required in Section 2.10 of this Agreement, along with, in each case, such financial information as the Administrative Agent may reasonably require to substantiate compliance with all financial covenants contained herein by the Credit Parties if the Administrative Agent reasonably believes at such time that the Credit Parties are not then in compliance with any of the financial covenants contained herein; and (2) such other Applications, certificates and other documents as the Administrative Agent or applicable Issuing Bank may reasonably require; (b) with respect to (i) any US Revolving Loan(s) or US Letter(s) of Credit, the US Availability must be in excess of or equal to zero, after giving effect to the requested US Revolving Loan(s) or US Letter(s) of Credit and, if applicable, the resulting payment of any US Obligations to be contemporaneously paid with the proceeds of such requested US Revolving Loan, or (ii) any Canadian Revolving Loan(s) or Canadian Letter(s) of Credit, the Canadian Availability must be in excess of or equal to zero, after giving effect to the requested Canadian Revolving Loan(s) or Canadian Letter(s) of Credit and, if applicable, the resulting payment of any Canadian Obligations to be contemporaneously paid with the proceeds of such requested Canadian Revolving Loan; (c) all representations and warranties of any of the Credit Parties set forth in this Agreement and in any other Loan Document shall be true and correct in all material respects with the same effect as though made on and as of such date, except for (i) those representations and warranties which relate only to the Closing Date and (ii) those changes in such representations and warranties otherwise permitted by the terms of this Agreement; (d) there shall have occurred no Material Adverse Effect, after giving effect to the requested Loan(s) or Letter(s) of Credit; (e) no Default or Event of Default shall have occurred and be continuing; (f) if requested by the Administrative Agent, it shall have received a certificate executed by a Responsible Officer of the applicable Borrower as to the compliance with subparagraphs (b) both immediately prior to through (e) above; (g) the making of such Loan and also after giving effect thereto and to or the intended use thereof, the representations and warranties made by Borrower in Section 6 and Schedule 1 hereof, and elsewhere in each issuance of the Loan Documentssuch Letter of Credit, shall not be trueprohibited by, correct and complete on and as of the date of the making of such Loan in all material respects (in the case of the representations and warranties in Section 6.10 and Schedule 1or subject any Agent or any Lender to, solely with respect to Mortgage Loans and Eligible Securities included in the Borrowing Base) with the same force and effect as if made on and as of such date (or, if any such representation penalty or warranty is expressly stated to have been made as of a specific date, as of such specific date). Agent shall have received an officer's certificate signed by a Responsible Officer of Borrower certifying as to the truth, accuracy and completeness of the above, which certificate shall specifically include a statement that Borrower is in compliance with all governmental licenses and authorizations, statutory and regulatory requirements, and is qualified to do business and in good standing in all required jurisdictions, and that such borrowing does not violate restrictions imposed upon Borrower as a Registered Investment Company or otherwise; (c) the aggregate outstanding principal amount of the Loans (including the Revolving Loan Advance then being made by Lender) shall not exceed the Borrowing Base; (d) subject to Agent's right to perform one or more Due Diligence Reviews pursuant to Section 12.15 hereof, Agent shall have completed its due diligence review of the Mortgage Loan Documents for each Mortgage Loan included in the Collateral and such other documents, records, agreements, instruments, mortgaged properties or information relating to such Mortgage Loans as Agent in its sole discretion deems appropriate to review and such review shall be satisfactory to Agent in its sole discretion; (e) Agent shall have received from the Custodian a Mortgage Loan Schedule and Exception Report with Exceptions as are acceptable to Agent in its sole discretion in respect of Eligible Mortgage Loans to be included in the Collateral; (f) Agent shall have received from Borrower a Borrower's Release Letter substantially in the form of Exhibit D hereto (or such other form acceptable to Agent) covering each Mortgage Loan to be pledged to Agent, for the benefit of Lender; (g) there shall not have occurred a material adverse change in the financial onerous condition of Lender which affects (or can reasonably be expected to affect) materially and adversely the ability of Lender to fund its obligations under this Agreementany Legal Requirement; provided, however, if a Revolving Loan Advance is not made due to the occurrence of a material adverse change in the financial condition of Lender, Borrower may prepay the Loan with no Prepayment Fee and, if Borrower does not elect to prepay the Loan, the Unused Revolving Loan Fee will be waived until such time as Lender confirms in writing its ability to make Revolving Loan Advances. (h) neither Agent nor Lender the Borrowers shall have determined in good faith that there is any action, proceeding or investigation by or before any Governmental Authority affecting Borrower or any of its Affiliates or Property (including, without limitation, any Mortgage Loan pledged to Agent for the benefit of Lender hereunder), which, in the good faith judgment of Agent or Lender, as the case may be, is reasonably likely to be adversely determined paid all legal fees and which, in the good faith judgment of Agent or Lender, as the case may be, if decided adversely, would have a reasonable likelihood of having a Material Adverse Effect. (i) As other expenses of the Effective Date and the date of each Revolving Loan Advance, Borrower shall be in compliance with the financial covenants set forth type described in Section 7.18 of this Agreement, as confirmed by Agent in its reasonable discretion. Each request 10.9 hereof for a borrowing by Borrower hereunder shall constitute a certification by Borrower that all the conditions set forth in Section 5.01 and the conditions set forth in Section 5.02(a), (b), (e) and (f) which invoices have been satisfied (both as of presented through the date of such notice, request Loan or confirmation and as of the date issuance of such borrowing)Letter of Credit.

All Loans. The making As of the time of the advance, continuation, or conversion of each Loan to Borrower Borrowing hereunder (including the Term Loan and all Revolving Loan Advances) is subject to the satisfaction of the following further conditions precedent, both immediately prior to the making of such Loan and also after giving effect thereto and to the intended use thereof:initial Borrowing): (a) The Administrative Agent shall have received for each Bank the Notes of the Borrower and the notice required by Section 1.4 hereof; (b) Each of the representations and warranties of the Borrower set forth in Section 6 hereof shall be true and correct as of said time, except that any such representation or warranty that expressly relates solely to an earlier date need only be true and correct as of such date; (c) The Borrower shall be in full compliance with all of the terms and conditions hereof, and no Default or Event of Default shall have occurred and be continuing; (b) both immediately prior to continuing or would occur as a result of the making advance, continuation, or conversion of such Loan and also after giving effect thereto and to the intended use thereof, the representations and warranties made by Borrower in Section 6 and Schedule 1 hereof, and elsewhere in each of the Loan Documents, shall be true, correct and complete on and as of the date of the making of such Loan in all material respects (in the case of the representations and warranties in Section 6.10 and Schedule 1, solely with respect to Mortgage Loans and Eligible Securities included in the Borrowing Base) with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). Agent shall have received an officer's certificate signed by a Responsible Officer of Borrower certifying as to the truth, accuracy and completeness of the above, which certificate shall specifically include a statement that Borrower is in compliance with all governmental licenses and authorizations, statutory and regulatory requirements, and is qualified to do business and in good standing in all required jurisdictions, and that such borrowing does not violate restrictions imposed upon Borrower as a Registered Investment Company or otherwise; (c) the aggregate outstanding principal amount of the Loans (including the Revolving Loan Advance then being made by Lender) shall not exceed the Borrowing BaseBorrowing; (d) subject After giving effect to Agent's right to perform one the advance, continuation, or more Due Diligence Reviews pursuant to Section 12.15 hereof, Agent shall have completed its due diligence review conversion of such Borrowing the aggregate amount of all indebtedness for borrowed money of the Mortgage Loan Documents for each Mortgage Loan included in Borrower and its Subsidiaries will not exceed any limit on such indebtedness then established by the Collateral and such other documents, records, agreements, instruments, mortgaged properties or information relating to such Mortgage Loans as Agent in its sole discretion deems appropriate to review and such review shall be satisfactory to Agent in its sole discretion;Board of Directors of the Borrower; and (e) Agent After giving effect to the advance, continuation or conversion of such Borrowing (i) the Original Dollar Amount of all Loans outstanding hereunder shall have received not exceed the Commitments then in effect and (ii) the Original Dollar Amount of all Loans outstanding from the Custodian a Mortgage Loan Schedule and Exception Report with Exceptions as are acceptable to Agent in its sole discretion in respect of Eligible Mortgage Loans to be included in the Collateral;each Bank shall not exceed such Bank's Commitment; and (f) Agent shall have received from Borrower a Borrower's Release Letter substantially in the form of Exhibit D hereto (or such other form acceptable to Agent) covering each Mortgage Loan to be pledged to Agent, for the benefit of Lender; (g) there Such Borrowing shall not have occurred a material adverse change in the financial condition violate any order, judgment or decree of Lender which affects (any court or can reasonably be expected to affect) materially and adversely the ability of Lender to fund its obligations under this Agreement; provided, however, if a Revolving Loan Advance is not made due to the occurrence of a material adverse change in the financial condition of Lender, Borrower may prepay the Loan with no Prepayment Fee and, if Borrower does not elect to prepay the Loan, the Unused Revolving Loan Fee will be waived until such time as Lender confirms in writing its ability to make Revolving Loan Advances. (h) neither Agent nor Lender shall have determined in good faith that there is any action, proceeding or investigation by or before any Governmental Authority affecting Borrower other authority or any provision of its Affiliates law or Property regulation applicable to any Bank (including, without limitation, any Mortgage Loan pledged to Agent for the benefit of Lender hereunder), which, in the good faith judgment of Agent or Lender, as the case may be, is reasonably likely to be adversely determined and which, in the good faith judgment of Agent or Lender, as the case may be, if decided adversely, would have a reasonable likelihood of having a Material Adverse Effect. (i) As Regulation U of the Effective Date and Board of Governors of the date Federal Reserve System) as then in effect, provided that if any such circumstances affect fewer than all the Banks then the unaffected Banks shall not be relieved of each Revolving Loan Advance, Borrower shall be in compliance with the financial covenants set forth in Section 7.18 their obligations to continue or convert their Loans that form part of this Agreement, as confirmed by Agent in its reasonable discretionsuch Borrowing. Each request for a borrowing by Borrower Borrowing hereunder shall constitute be deemed to be a certification representation and warranty by the Borrower that all on the conditions set forth date of such Borrowing as to the facts specified in Section 5.01 and the conditions set forth in Section 5.02(a), paragraphs (b), (ec) and (fd) have been satisfied (both as of this Section 7.2. If any conditions contained in this Section 7.2 are not fulfilled for a Borrowing on the date last day of its Interest Period, notwithstanding Section 2.2 hereof, such notice, request or confirmation Borrowing shall be due and as payable on the last day of the date of such borrowing)its Interest Period.

All Loans. The making Commitment of each Lender to make each Loan to Borrower be made by it (including the Term initial Loan and all Revolving Loan Advancesto be made by it) is shall be subject to the satisfaction of the following further conditions precedent, both immediately prior to precedent on the making date of such Loan and also after giving effect thereto and to the intended use thereofBorrowing: (a) The Agents shall have received a notice of such Borrowing as required by Section 2.03 or Section 2.04, as applicable. (b) The representations and warranties set forth in Article III hereof (except, in the case of a refinancing of a Standby Borrowing with a new Standby Borrowing that does not increase the aggregate principal amount of the Loans of any Lender outstanding, the representations set forth in Sections 3.05(d), 3.06, 3.11 and 3.13) shall be true and correct in all material respects on and as of the date of such Borrowing with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date. (c) At the time of and immediately after such Borrowing no Event of Default or Event of Default shall have occurred and be continuing;. (bd) both immediately prior to the making of such Loan and also after giving effect thereto and to the intended use thereof, the representations and warranties made by Borrower in Section 6 and Schedule 1 hereof, and elsewhere in each of the Loan Documents, shall be true, correct and complete on and as of the date of the making of such Loan in all material respects (in the case of the representations and warranties in Section 6.10 and Schedule 1, solely with respect to Mortgage Loans and Eligible Securities included in the Borrowing Base) with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). Agent The Agents shall have received an officer's a certificate signed by of a Responsible Officer of the applicable Borrower certifying as to that the truth, accuracy matters set forth in paragraphs (b) and completeness of the above, which certificate shall specifically include a statement that Borrower is in compliance with all governmental licenses and authorizations, statutory and regulatory requirements, and is qualified to do business and in good standing in all required jurisdictions, and that such borrowing does not violate restrictions imposed upon Borrower as a Registered Investment Company or otherwise; (c) the aggregate outstanding principal amount of the Loans (including the Revolving this Section 4.05 are true and correct as of such date. Each such Loan Advance then being made by Lender) shall not exceed the Borrowing Base; (d) subject to Agent's right to perform one or more Due Diligence Reviews pursuant to Section 12.15 hereof, Agent shall have completed its due diligence review of the Mortgage Loan Documents for each Mortgage Loan included in the Collateral and such other documents, records, agreements, instruments, mortgaged properties or information relating to such Mortgage Loans as Agent in its sole discretion deems appropriate to review and such review shall be satisfactory deemed to Agent in its sole discretion; (e) Agent shall have received from the Custodian a Mortgage Loan Schedule and Exception Report with Exceptions as are acceptable to Agent in its sole discretion in respect of Eligible Mortgage Loans to be included in the Collateral; (f) Agent shall have received from Borrower a Borrower's Release Letter substantially in the form of Exhibit D hereto (or such other form acceptable to Agent) covering each Mortgage Loan to be pledged to Agent, for the benefit of Lender; (g) there shall not have occurred a material adverse change in the financial condition of Lender which affects (or can reasonably be expected to affect) materially and adversely the ability of Lender to fund its obligations under this Agreement; provided, however, if a Revolving Loan Advance is not made due to the occurrence of a material adverse change in the financial condition of Lender, Borrower may prepay the Loan with no Prepayment Fee and, if Borrower does not elect to prepay the Loan, the Unused Revolving Loan Fee will be waived until such time as Lender confirms in writing its ability to make Revolving Loan Advances. (h) neither Agent nor Lender shall have determined in good faith that there is any action, proceeding or investigation by or before any Governmental Authority affecting Borrower or any of its Affiliates or Property (including, without limitation, any Mortgage Loan pledged to Agent for the benefit of Lender hereunder), which, in the good faith judgment of Agent or Lender, as the case may be, is reasonably likely to be adversely determined and which, in the good faith judgment of Agent or Lender, as the case may be, if decided adversely, would have a reasonable likelihood of having a Material Adverse Effect. (i) As of the Effective Date and the date of each Revolving Loan Advance, Borrower shall be in compliance with the financial covenants set forth in Section 7.18 of this Agreement, as confirmed by Agent in its reasonable discretion. Each request for a borrowing by Borrower hereunder shall constitute a certification representation and warranty by each Borrower that all the conditions set forth in Section 5.01 and the conditions set forth in Section 5.02(a), (b), (e) and (f) have been satisfied (both as of on the date of such noticeBorrowing as to the matters specified in subsections (b) and (c) of this Section 4.03. TUC (and each of TU Electric and Enserch, request to the extent such covenants apply to it) agrees that, so long as any Lender has any Commitment hereunder or confirmation and as any amount payable hereunder remains unpaid (provided that such covenants shall not apply to TEG or any member of the date TEG Group until the 120th day following the Unconditional Date, but TUC shall use all reasonable efforts to cause TEG and all members of the TEG Group to comply with such borrowing).covenants at all times on and after the Unconditional Date):

All Loans. The making obligation of each the Lenders to fund any Loan pursuant to Borrower (including the Term Loan and all Revolving Loan Advances) this Agreement is subject to the satisfaction of the following further conditions precedent, both immediately prior to the making of such Loan and also after giving effect thereto and to the intended use thereof: (a) the Borrower shall have delivered to the Administrative Agent a Borrowing Request dated as of the date of such Loan, certified by the Chief Executive Officer, President, Secretary, Chief Financial Officer or Treasurer of the Borrower, and the Required Mortgage Documents for all Eligible Mortgage Loans other than Wet Loans; (b) all other Property in which the Borrower has granted a Lien to the Administrative Agent, for the benefit of the Lenders, shall have been physically delivered to the possession of the Administrative Agent, to the extent required to be so delivered under the Loan Documents, and the Administrative Agent has a valid and perfected first lien on such Property, for the benefit of the Lenders; (c) the representations and warranties of each Related Person contained in this Agreement or any Security Instrument (other than those representations and warranties which are by their terms expressly limited to the date of this Agreement) shall be true and correct in all material respects on and as of the date of such Loan, as though made on and as of such date, both before and after giving effect to the Borrowing and the application of the proceeds thereof; (d) no Default or Event of Default shall have occurred and be continuing; (b) both immediately prior to continuing or would result from such Borrowing or the making of such Loan and also after giving effect thereto and to the intended use thereof, the representations and warranties made by Borrower in Section 6 and Schedule 1 hereof, and elsewhere in each application of the Loan Documents, shall be true, correct and complete on and as of the date of the making of such Loan in all material respects (in the case of the representations and warranties in Section 6.10 and Schedule 1, solely with respect to Mortgage Loans and Eligible Securities included in the Borrowing Base) with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). Agent shall have received an officer's certificate signed by a Responsible Officer of Borrower certifying as to the truth, accuracy and completeness of the above, which certificate shall specifically include a statement that Borrower is in compliance with all governmental licenses and authorizations, statutory and regulatory requirements, and is qualified to do business and in good standing in all required jurisdictions, and that such borrowing does not violate restrictions imposed upon Borrower as a Registered Investment Company or otherwise; (c) the aggregate outstanding principal amount of the Loans (including the Revolving Loan Advance then being made by Lender) shall not exceed the Borrowing Base; (d) subject to Agent's right to perform one or more Due Diligence Reviews pursuant to Section 12.15 hereof, Agent shall have completed its due diligence review of the Mortgage Loan Documents for each Mortgage Loan included in the Collateral and such other documents, records, agreements, instruments, mortgaged properties or information relating to such Mortgage Loans as Agent in its sole discretion deems appropriate to review and such review shall be satisfactory to Agent in its sole discretionproceeds therefrom; (e) Agent shall have received from the Custodian a Mortgage Loan Schedule and Exception Report with Exceptions as are acceptable to Agent in its sole discretion in respect of Eligible Mortgage Loans to be included in the Collateral; (f) Agent shall have received from Borrower a Borrower's Release Letter substantially in the form of Exhibit D hereto (no change or such other form acceptable to Agent) covering each Mortgage Loan to be pledged to Agent, for the benefit of Lender; (g) there shall not have occurred a material adverse change in the financial condition of Lender event which affects (or can reasonably be expected to affect) materially and adversely the ability of Lender to fund its obligations under this Agreement; provided, however, if a Revolving Loan Advance is not made due to the occurrence of a material adverse change in the financial condition of Lender, Borrower may prepay the Loan with no Prepayment Fee and, if Borrower does not elect to prepay the Loan, the Unused Revolving Loan Fee will be waived until such time as Lender confirms in writing its ability to make Revolving Loan Advances. (h) neither Agent nor Lender shall have determined in good faith that there is any action, proceeding or investigation by or before any Governmental Authority affecting Borrower or any of its Affiliates or Property (including, without limitation, any Mortgage Loan pledged to Agent for the benefit of Lender hereunder), which, in the good faith judgment of Agent or Lender, as the case may be, is reasonably likely to be adversely determined and which, in the good faith judgment of Agent or Lender, as the case may be, if decided adversely, would have a reasonable likelihood of having constitutes a Material Adverse Effect. (i) As of the Effective Date Effect shall have occurred and the date of each Revolving Loan Advance, Borrower shall be in compliance with the financial covenants set forth in Section 7.18 of this Agreement, as confirmed by Agent in its reasonable discretion. Each request for a borrowing by Borrower hereunder shall constitute a certification by Borrower that all the conditions set forth in Section 5.01 and the conditions set forth in Section 5.02(a), (b), (e) and (f) have been satisfied (both continuing as of the date of such noticeLoan; (f) the Funding Account, request the Settlement Account and the Operating Account shall be established and in existence; (g) the making of such Loan shall not be prohibited by any Governmental Requirement or confirmation contravene or conflict with any Requirement of Law; (h) the delivery to the Administrative Agent of such other documents, instruments, certificates, agreements and opinions of counsel, including such documents, agreements, certificates and instruments as may be necessary or desirable to perfect, preserve or protect the priority of any Lien granted or intended to be granted hereunder or otherwise and including favorable written opinions of counsel with respect thereto, as the Administrative Agent may reasonably request; and (i) No Person, other than the Administrative Agent, shall be listed in the field designated "interim funder" on the MERS® System with respect to any Mortgage Loans identified by the Borrower as Mortgage Collateral or included in any computation of the Collateral Value of the Borrowing Base. Delivery to the Administrative Agent of a Borrowing Request shall be deemed to constitute a representation and warranty by the Borrower on the date thereof and on the date on which the Loan is made of such borrowing)the facts specified in subsections (c) and (d) of this Section.

All Loans. The making obligation of each the Lenders to fund any Loan pursuant to Borrower (including the Term Loan and all Revolving Loan Advances) this Agreement is subject to the satisfaction of the following further conditions precedent, both immediately prior to the making of such Loan and also after giving effect thereto and to the intended use thereof: (a) the Borrower shall have delivered to the Administrative Agent a Borrowing Request dated as of the date of such Loan, certified by the Chief Executive Officer, President, Secretary, Chief Financial Officer, or Treasurer of the Borrower, and the Required Mortgage Documents for all Eligible Mortgage Loans other than Wet Loans; (b) all other Property in which the Borrower has granted a Lien to the Administrative Agent, for the benefit of the Lenders, shall have been physically delivered to the possession of the Administrative Agent, to the extent required to be so delivered under the Loan Documents, and the Administrative Agent has a valid and perfected first lien on such Property, for the benefit of the Lenders; (c) the representations and warranties of each Related Person contained in this Agreement or any Security Instrument (other than those representations and warranties which are by their terms expressly limited to the date of this Agreement) shall be true and correct in all material respects on and as of the date of such Loan, as though made on and as of such date, both before and after giving effect to the Borrowing and the application of the proceeds thereof; (d) no Default or Event of Default shall have occurred and be continuing; (b) both immediately prior to continuing or would result from such Borrowing or the making of such Loan and also after giving effect thereto and to the intended use thereof, the representations and warranties made by Borrower in Section 6 and Schedule 1 hereof, and elsewhere in each application of the Loan Documents, shall be true, correct and complete on and as of the date of the making of such Loan in all material respects (in the case of the representations and warranties in Section 6.10 and Schedule 1, solely with respect to Mortgage Loans and Eligible Securities included in the Borrowing Base) with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). Agent shall have received an officer's certificate signed by a Responsible Officer of Borrower certifying as to the truth, accuracy and completeness of the above, which certificate shall specifically include a statement that Borrower is in compliance with all governmental licenses and authorizations, statutory and regulatory requirements, and is qualified to do business and in good standing in all required jurisdictions, and that such borrowing does not violate restrictions imposed upon Borrower as a Registered Investment Company or otherwise; (c) the aggregate outstanding principal amount of the Loans (including the Revolving Loan Advance then being made by Lender) shall not exceed the Borrowing Base; (d) subject to Agent's right to perform one or more Due Diligence Reviews pursuant to Section 12.15 hereof, Agent shall have completed its due diligence review of the Mortgage Loan Documents for each Mortgage Loan included in the Collateral and such other documents, records, agreements, instruments, mortgaged properties or information relating to such Mortgage Loans as Agent in its sole discretion deems appropriate to review and such review shall be satisfactory to Agent in its sole discretionproceeds therefrom; (e) Agent shall have received from the Custodian a Mortgage Loan Schedule and Exception Report with Exceptions as are acceptable to Agent in its sole discretion in respect of Eligible Mortgage Loans to be included in the Collateral; (f) Agent shall have received from Borrower a Borrower's Release Letter substantially in the form of Exhibit D hereto (no change or such other form acceptable to Agent) covering each Mortgage Loan to be pledged to Agent, for the benefit of Lender; (g) there shall not have occurred a material adverse change in the financial condition of Lender event which affects (or can reasonably be expected to affect) materially and adversely the ability of Lender to fund its obligations under this Agreement; provided, however, if a Revolving Loan Advance is not made due to the occurrence of a material adverse change in the financial condition of Lender, Borrower may prepay the Loan with no Prepayment Fee and, if Borrower does not elect to prepay the Loan, the Unused Revolving Loan Fee will be waived until such time as Lender confirms in writing its ability to make Revolving Loan Advances. (h) neither Agent nor Lender shall have determined in good faith that there is any action, proceeding or investigation by or before any Governmental Authority affecting Borrower or any of its Affiliates or Property (including, without limitation, any Mortgage Loan pledged to Agent for the benefit of Lender hereunder), which, in the good faith judgment of Agent or Lender, as the case may be, is reasonably likely to be adversely determined and which, in the good faith judgment of Agent or Lender, as the case may be, if decided adversely, would have a reasonable likelihood of having constitutes a Material Adverse Effect. (i) As of the Effective Date Effect shall have occurred and the date of each Revolving Loan Advance, Borrower shall be in compliance with the financial covenants set forth in Section 7.18 of this Agreement, as confirmed by Agent in its reasonable discretion. Each request for a borrowing by Borrower hereunder shall constitute a certification by Borrower that all the conditions set forth in Section 5.01 and the conditions set forth in Section 5.02(a), (b), (e) and (f) have been satisfied (both continuing as of the date of such noticeLoan; (f) the Funding Account, request the Settlement Account, and the Operating Account shall be established and in existence; (g) the making of such Loan shall not be prohibited by any Governmental Authority or confirmation Governmental Requirement, nor shall it contravene or conflict with any Requirement of Law; (h) the delivery to the Administrative Agent of such other documents, instruments, certificates, agreements and opinions of counsel, including such documents, agreements, certificates and instruments as may be necessary or desirable to perfect, preserve or protect the priority of any Lien granted or intended to be granted hereunder or otherwise and including favorable written opinions of counsel with respect thereto, as the Administrative Agent may reasonably request; and (i) No Person, other than the Administrative Agent, shall be listed in the field designated “interim funder” on the MERS® System with respect to any Mortgage Loans identified by the Borrower as Mortgage Collateral or included in any computation of the Collateral Value of the Borrowing Base. Delivery to the Administrative Agent of a Borrowing Request shall be deemed to constitute a representation and warranty by the Borrower on the date thereof and on the date on which the Loan is made of such borrowing)the facts specified in subsections (c) and (d) of this Section.

All Loans. The making obligation of each Loan the Lender to Borrower make any loan (including the Term Loan and all Revolving Loan Advancesinitial loan) to be made by it on any borrowing date is subject to the satisfaction of the following further conditions precedent, both immediately prior : (i) The Lender shall have received a Note conforming to the making requirements hereof, and fully executed by the Co-Borrower which is requesting the Advance evidenced thereby. (ii) The representations and warranties made by Telscape and each Co-Borrower in this Agreement and in each Borrowing Certificate shall be correct in all material respects on and as of such Loan borrowing date and also after giving effect thereto and to the intended use thereof:loan to be made on such borrowing date. (aiii) no No Event of Default or event or condition which with notice or passage of time or both would constitute an Event of Default shall have occurred and be continuing; (b) both immediately prior to the making of continuing on such Loan and also borrowing date or after giving effect thereto and to the intended use thereof, the representations and warranties made by Borrower in Section 6 and Schedule 1 hereof, and elsewhere in each of the Loan Documents, shall loan to be true, correct and complete on and as of the date of the making of such Loan in all material respects (in the case of the representations and warranties in Section 6.10 and Schedule 1, solely with respect to Mortgage Loans and Eligible Securities included in the Borrowing Base) with the same force and effect as if made on and as of such date borrowing date. (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). Agent iv) The Lender shall have received an officer's certificate signed by a Responsible Officer of Borrower certifying as to the truthBorrowing Certificate, accuracy and completeness of the above, which certificate shall specifically include a statement that Borrower is in compliance with all governmental licenses and authorizations, statutory and regulatory requirements, and is qualified to do business and in good standing in all required jurisdictions, and that dated such borrowing does not violate restrictions imposed upon Borrower as a Registered Investment Company or otherwise;date for such loan, satisfying the requirements of Section 3. (cv) the aggregate outstanding principal amount of the Loans (including the Revolving Loan Advance then being made Except where waived by Lender) shall not exceed the Borrowing Base; (d) subject to Agent's right to perform one or more Due Diligence Reviews pursuant to Section 12.15 hereof, Agent shall have completed its due diligence review of the Mortgage Loan Documents for each Mortgage Loan included Lender in the Collateral and such other documentsexercise of its reasonable discretion, records, agreements, instruments, mortgaged properties or information relating to such Mortgage Loans as Agent in its sole discretion deems appropriate to review and such review shall be satisfactory to Agent in its sole discretion; (e) Agent the Lender shall have received from the Custodian a Mortgage Loan Schedule waiver of liens and Exception Report with Exceptions as are acceptable to Agent in its sole discretion in respect consent of Eligible Mortgage Loans to be included in the Collateral; (f) Agent shall have received from Borrower a real estate lessors of the Co-Borrower's Release Letter substantially in the form , and of Exhibit D hereto (or such other form acceptable persons as the Lender shall deem desirable, to Agent) covering each Mortgage Loan to be pledged to Agentfacilitate the removal by the Lender, for the benefit of Lender; (g) there shall not have occurred a material adverse change in the financial condition of Lender which affects (or can reasonably be expected to affect) materially and adversely the ability of Lender to fund its obligations under this Agreement; provided, however, if a Revolving Loan Advance is not made due to upon the occurrence of a material adverse change an Event of Default, of all items of US Collateral which are or were personalty where first located on any real property that is subject to any real estate leases and/or mortgages, such waivers of liens and consents to be in form and substance satisfactory to the financial condition of Lender, Borrower may prepay the Loan with no Prepayment Fee and, if Borrower does not elect to prepay the Loan, the Unused Revolving Loan Fee will be waived until such time as Lender confirms in writing and its ability to make Revolving Loan Advancescounsel. (hvi) neither Agent nor Lender Telscape and all existing the Co-Borrowers shall have determined in good faith that there is any action, proceeding or investigation by or before any Governmental Authority affecting Borrower or any of its Affiliates or Property (1) executed and delivered to Lender all documents (including, without limitation, any Mortgage Loan pledged financing statements) necessary to Agent for the benefit create in favor of Lender hereundera first-priority perfected security interest in, and lien on, Collateral located in the United States ("US Collateral") with evidence of any necessary filing, registration or recordation of such documents, the payment of recording, stamp or other taxes measured by indebtedness or otherwise required as a result of filing, registration or recordation of such documents and searches confirming the absence of any other liens or security interests thereon, and (2) with respect to jurisdictions in the United States for which Lender has not previously received an opinion of counsel covering its security interests in the US Collateral, delivered an opinion of counsel to the applicable Co-Borrower(s), which, in the good faith judgment of Agent or Lender, as the case may be, is reasonably likely to be adversely determined and which, in the good faith judgment of Agent or Lender, as the case may be, if decided adversely, would have a reasonable likelihood of having a Material Adverse Effect. (i) As of the Effective Date and the date of each Revolving Loan Advance, Borrower shall be in compliance with the financial covenants set forth in Section 7.18 of this Agreement, as confirmed by Agent in its reasonable discretion. Each request for a borrowing by Borrower hereunder shall constitute a certification by Borrower that all the conditions set forth in Section 5.01 and the conditions set forth in Section 5.02(a), (b), (e) and (f) have been satisfied (both as of dated the date of such noticeAdvance, request in form and substance satisfactory to Lender to the effect that the lien and security interest of Lender on such US Collateral constitutes a perfected security interest in favor of Lender. (vii) The Co-Borrowers shall have (1) executed and delivered to Lender, if requested to do so by Lender, all trust documents requested by Lender, together with such ancillary documents reasonably requested by Lender, for Collateral located in Mexico which is enforceable against such Co-Borrower and third parties ("Mexican Collateral"), together with evidence of (x) any necessary filing, registration or confirmation recordation of such documents, (y) the payment of any recording, stamp or other taxes measured by indebtedness or otherwise required as a result of any filing, registration or recordation of such documents and as (z) to the extent available, the absence of any other liens or security interests on such Mexican Collateral, and (2) delivered an opinion of counsel to the applicable Co-Borrower(s), dated the date of such borrowing)Advance, in form and substance satisfactory to Lender to the effect that the documents have been validly executed and delivered by, and are binding and enforceable upon, the applicable Co-Borrower(s) and do not conflict with the applicable Co-Borrower's organizational documents, material contracts or applicable law. (viii) All proceedings and all other documents and legal matters in connection with the transactions contemplated by the Agreement shall be satisfactory in form and substance to the Lender and its counsel.

All Loans. The making of each Loan to Borrower (including the Term Loan and all Revolving Loan Advances) is subject Notwithstanding any provision contained in this Agreement to the satisfaction of the following further conditions precedentcontrary, both immediately prior no Lender shall have any obligation to the making of such make, continue or convert any Loan and also after giving effect thereto and to the intended use thereofunder this Agreement unless: (a) the Agent shall have received a current Borrowing Base Certificate as required by Section 2.01(b); (b) if such Loan is a Revolving Credit Loan, the Agent shall have received a Notice of Revolving Credit Borrowing for such Loan as required by Section 2.06; (c) if such Loan is a Swing Line Loan, U.S. Bank shall have received a Notice of Swing Line Borrowing for such Loan to the extent required by Section 2.06; (d) both immediately before and immediately after giving effect to the making, continuation or conversion of such Loan, no Default or Event of Default under this Agreement shall have occurred and be continuing; (be) both immediately prior to no material adverse change in the making Properties, assets, liabilities, business, operations, prospects, income or condition (financial or otherwise) of such Loan the Company, XxXxxxx Electronics, XxXxxxx Acquisition and/or the Company and also after giving effect thereto its Subsidiaries taken as a whole shall have occurred since September 28, 2008, and to the intended use thereof, be continuing; and (f) all of the representations and warranties made by Borrower the Company, XxXxxxx Electronics, XxXxxxx Acquisition and/or any other Obligor in Section 6 and Schedule 1 hereof, and elsewhere this Agreement and/or in each of the Loan Documents, any other Transaction Document shall be true, true and correct and complete in all material respects on and as of the date of the making making, continuation or conversion of such Loan in all material respects (in the case of the representations and warranties in Section 6.10 and Schedule 1, solely with respect to Mortgage Loans and Eligible Securities included in the Borrowing Base) with the same force and effect as if made on and as of such the date (orof the making, if any such representation continuation or warranty is expressly stated to have been made as of a specific date, as conversion of such specific dateLoan (and for purposes of this Section 3.02(f). Agent , the representations and warranties made by the Company, XxXxxxx Electronics and XxXxxxx Acquisition in Section 4.04 shall have received an officer's certificate signed by a Responsible Officer of Borrower certifying as be deemed to refer to the truth, accuracy and completeness most recent financial statements of the above, which certificate shall specifically include a statement that Borrower is in compliance with all governmental licenses Company and authorizations, statutory its Subsidiaries delivered to the Agent and regulatory requirements, and is qualified to do business and in good standing in all required jurisdictions, and that such borrowing does not violate restrictions imposed upon Borrower as a Registered Investment Company or otherwise; (c) the aggregate outstanding principal amount of the Loans (including the Revolving Loan Advance then being made by Lender) shall not exceed the Borrowing Base; (d) subject to Agent's right to perform one or more Due Diligence Reviews each Lender pursuant to Section 12.15 hereof, Agent shall have completed its due diligence review of the Mortgage Loan Documents for each Mortgage Loan included in the Collateral and such other documents, records, agreements, instruments, mortgaged properties or information relating to such Mortgage Loans as Agent in its sole discretion deems appropriate to review and such review shall be satisfactory to Agent in its sole discretion; (e) Agent shall have received from the Custodian a Mortgage Loan Schedule and Exception Report with Exceptions as are acceptable to Agent in its sole discretion in respect of Eligible Mortgage Loans to be included in the Collateral; (f) Agent shall have received from Borrower a Borrower's Release Letter substantially in the form of Exhibit D hereto (or such other form acceptable to Agent) covering each Mortgage Loan to be pledged to Agent, 5.01(a)). Each request for the benefit making, continuation or conversion of Lender; (g) there shall not have occurred a material adverse change in Loan by the financial condition of Lender which affects (or can reasonably be expected to affect) materially and adversely the ability of Lender to fund its obligations Company, XxXxxxx Electronics and/or XxXxxxx Acquisition under this Agreement; provided, however, if a Revolving Loan Advance is not made due to the occurrence of a material adverse change in the financial condition of Lender, Borrower may prepay the Loan with no Prepayment Fee and, if Borrower does not elect to prepay the Loan, the Unused Revolving Loan Fee will be waived until such time as Lender confirms in writing its ability to make Revolving Loan Advances. (h) neither Agent nor Lender shall have determined in good faith that there is any action, proceeding or investigation by or before any Governmental Authority affecting Borrower or any of its Affiliates or Property Agreement (including, without limitation, any Mortgage Loan pledged to Agent for the benefit creation by the Company of Lender hereunder), which, a Deficiency Amount in the good faith judgment of Agent or Lender, as the case may be, is reasonably likely Company’s Operating Account which will be funded by a Swing Loan) shall be deemed to be adversely determined a representation and whichwarranty by the Company, in the good faith judgment of Agent or Lender, as the case may be, if decided adversely, would have a reasonable likelihood of having a Material Adverse Effect. (i) As of the Effective Date XxXxxxx Electronics and XxXxxxx Acquisition on the date of each Revolving the making, continuation or conversion of such Loan Advance, Borrower shall be as to the facts specified in compliance with the financial covenants set forth in Section 7.18 of this Agreement, as confirmed by Agent in its reasonable discretion. Each request for a borrowing by Borrower hereunder shall constitute a certification by Borrower that all the conditions set forth in Section 5.01 and the conditions set forth in Section 5.02(a), clauses (bd), (e) and (f) have been satisfied (both as of the date of such notice, request or confirmation and as of the date of such borrowing)this Section 3.02.

All Loans. The making obligation of each Lender to fund any Loan pursuant to Borrower (including the Term Loan and all Revolving Loan Advances) this Agreement is subject to the satisfaction of the following further conditions precedent, both immediately prior to the making of such Loan and also after giving effect thereto and to the intended use thereof: (a) Borrowing Request accompanied by a Borrowing Base Certificate dated as of the date of such Loan, certified by the chief financial officer of Borrowers, and the Required Mortgage Documents for all Eligible Mortgage Loans other than Wet Loans; (b) all other Property in which Borrowers have granted a Lien to Lender shall have been physically delivered to the possession of Lender; (c) the representations and warranties of each Related Person contained in this Agreement or any Security Instrument (other than those representations and warranties which are by their terms limited to the date of the agreement in which they are initially made) shall be true and correct in all material respects on and as of the date of such Loan; (d) no Default or Event of Default shall have occurred and be continuing; (b) both immediately prior to the making of such Loan continuing and also after giving effect thereto and to the intended use thereof, the representations and warranties made by Borrower in Section 6 and Schedule 1 hereof, and elsewhere in each of the Loan Documents, shall be true, correct and complete on and as of the date of the making of such Loan in all material respects (in the case of the representations and warranties in Section 6.10 and Schedule 1, solely with respect to Mortgage Loans and Eligible Securities included in the Borrowing Base) with the same force and effect as if made on and as of such date (or, if any such representation no change or warranty is expressly stated to have been made as of a specific date, as of such specific date). Agent shall have received an officer's certificate signed by a Responsible Officer of Borrower certifying as to the truth, accuracy and completeness of the above, event which certificate shall specifically include a statement that Borrower is in compliance with all governmental licenses and authorizations, statutory and regulatory requirements, and is qualified to do business and in good standing in all required jurisdictions, and that such borrowing does not violate restrictions imposed upon Borrower as a Registered Investment Company or otherwise; (c) the aggregate outstanding principal amount of the Loans (including the Revolving Loan Advance then being made by Lender) shall not exceed the Borrowing Base; (d) subject to Agent's right to perform one or more Due Diligence Reviews pursuant to Section 12.15 hereof, Agent shall have completed its due diligence review of the Mortgage Loan Documents for each Mortgage Loan included in the Collateral and such other documents, records, agreements, instruments, mortgaged properties or information relating to such Mortgage Loans as Agent in its sole discretion deems appropriate to review and such review shall be satisfactory to Agent in its sole discretion; (e) Agent shall have received from the Custodian a Mortgage Loan Schedule and Exception Report with Exceptions as are acceptable to Agent in its sole discretion in respect of Eligible Mortgage Loans to be included in the Collateral; (f) Agent shall have received from Borrower a Borrower's Release Letter substantially in the form of Exhibit D hereto (or such other form acceptable to Agent) covering each Mortgage Loan to be pledged to Agent, for the benefit of Lender; (g) there shall not have occurred a material adverse change in the financial condition of Lender which affects (or can reasonably be expected to affect) materially and adversely the ability of Lender to fund its obligations under this Agreement; provided, however, if a Revolving Loan Advance is not made due to the occurrence of a material adverse change in the financial condition of Lender, Borrower may prepay the Loan with no Prepayment Fee and, if Borrower does not elect to prepay the Loan, the Unused Revolving Loan Fee will be waived until such time as Lender confirms in writing its ability to make Revolving Loan Advances. (h) neither Agent nor Lender shall have determined in good faith that there is any action, proceeding or investigation by or before any Governmental Authority affecting Borrower or any of its Affiliates or Property (including, without limitation, any Mortgage Loan pledged to Agent for the benefit of Lender hereunder), which, in the good faith judgment of Agent or Lender, as the case may be, is reasonably likely to be adversely determined and which, in the good faith judgment of Agent or Lender, as the case may be, if decided adversely, would have a reasonable likelihood of having constitutes a Material Adverse Effect. (i) As of the Effective Date and the date of each Revolving Loan Advance, Borrower Effect shall be in compliance with the financial covenants set forth in Section 7.18 of this Agreement, as confirmed by Agent in its reasonable discretion. Each request for a borrowing by Borrower hereunder shall constitute a certification by Borrower that all the conditions set forth in Section 5.01 and the conditions set forth in Section 5.02(a), (b), (e) and (f) have been satisfied (both occurred as of the date of such noticeLoan; (e) the Funding Account, request the Settlement Account and the Operating Account shall be established and in existence; (f) the making of such Loan shall not be prohibited by any Governmental Requirement; and (g) the delivery to Lender of such other documents and opinions of counsel, including such documents as may be necessary or confirmation desirable to perfect or maintain the priority of any Lien granted or intended to be granted hereunder or otherwise and including favorable written opinions of counsel with respect thereto, as Lender may reasonably request. Delivery to Lender of a Borrowing Request shall be deemed to constitute a representation and warranty by Borrowers on the date thereof and on the date on which the Loan is made, if any, set forth therein as to the facts specified in Subsections (c) and (d) of such borrowing)this Section.

All Loans. The making obligation of each Loan the Lender to Borrower make any loan (including the Term Loan and all Revolving Loan Advancesinitial loan) to be made by it on any borrowing date is subject to the satisfaction of the following further conditions precedent, both immediately prior : (i) The Lender shall have received a Note conforming to the making requirements here, and fully executed by each Borrower. (ii) The representations and warranties made by ATII and each other Borrower in this Agreement and in each Borrowing Certificate and shall be correct in all material respects on and as of such Loan borrowing date and also after giving effect thereto and to the intended use thereof:loan to be made on such borrowing date. (aiii) no No event of Default or event or condition which with notice or passage of time or both would constitute an Event of Default shall have occurred and be continuing; (b) both immediately prior to the making of continuing on such Loan and also borrowing date or after giving effect thereto and to the intended use thereof, the representations and warranties made by Borrower in Section 6 and Schedule 1 hereof, and elsewhere in each of the Loan Documents, shall loan to be true, correct and complete on and as of the date of the making of such Loan in all material respects (in the case of the representations and warranties in Section 6.10 and Schedule 1, solely with respect to Mortgage Loans and Eligible Securities included in the Borrowing Base) with the same force and effect as if made on and as of such date borrowing date. (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). Agent iv) The Lender shall have received an officer's certificate signed by a Responsible Officer of Borrower certifying as to the truthBorrowing Certificate, accuracy and completeness of the above, which certificate shall specifically include a statement that Borrower is in compliance with all governmental licenses and authorizations, statutory and regulatory requirements, and is qualified to do business and in good standing in all required jurisdictions, and that dated such borrowing does not violate restrictions imposed upon Borrower as a Registered Investment Company or otherwise;date for such loan, satisfying the requirements of Section 3. (cv) the aggregate outstanding principal amount of the Loans (including the Revolving Loan Advance then being made Except where waived by Lender) shall not exceed the Borrowing Base; (d) subject to Agent's right to perform one or more Due Diligence Reviews pursuant to Section 12.15 hereof, Agent shall have completed its due diligence review of the Mortgage Loan Documents for each Mortgage Loan included Lender in the Collateral and such other documentsexercise of its reasonable discretion, records, agreements, instruments, mortgaged properties or information relating to such Mortgage Loans as Agent in its sole discretion deems appropriate to review and such review shall be satisfactory to Agent in its sole discretion; (e) Agent the Lender shall have received from the Custodian a Mortgage Loan Schedule waiver of liens and Exception Report with Exceptions as are acceptable to Agent in its sole discretion in respect consent of Eligible Mortgage Loans to be included in the Collateral; (f) Agent shall have received from Borrower a real estate lessors of the Borrower's Release Letter substantially in the form of Exhibit D hereto (, and or such other form acceptable persons as the Lender shall deem desirable, to Agent) covering each Mortgage Loan to be pledged to Agentfacilitate the removal by the Lender, for the benefit of Lender; (g) there shall not have occurred a material adverse change in the financial condition of Lender which affects (or can reasonably be expected to affect) materially and adversely the ability of Lender to fund its obligations under this Agreement; provided, however, if a Revolving Loan Advance is not made due to upon the occurrence of a material adverse change an Event of Default, of all items of US Collateral which are or were personalty where first located on any real property that is subject to any real estate leases and/or mortgages, such waivers of liens and consents to be in form and substance satisfactory to the financial condition of Lender, Borrower may prepay the Loan with no Prepayment Fee and, if Borrower does not elect to prepay the Loan, the Unused Revolving Loan Fee will be waived until such time as Lender confirms in writing and its ability to make Revolving Loan Advancescounsel. (hvi) neither Agent nor Lender The Borrowers shall have determined in good faith that there is any action, proceeding or investigation by or before any Governmental Authority affecting Borrower or any of its Affiliates or Property (1) executed and delivered to Lender all documents (including, without limitation, any Mortgage Loan pledged financing statements) necessary to Agent for the benefit create in favor of Lender hereundera first-priority perfected security interest in, and lien on, Collateral located in the United States ("US Collateral") with evidence of any necessary filing, registration or recordation of such documents, the payment of recording, stamp or other taxes measured by indebtedness or otherwise required as a result of filing, registration or recordation of such documents and searches confirming the absence of any other liens or security interests thereon, and (2) with respect to jurisdictions in the United States for which Lender has not previously received an opinion of counsel covering its security interests in the US Collateral, delivered an opinion of counsel to the applicable Borrower(s), which, in the good faith judgment of Agent or Lender, as the case may be, is reasonably likely to be adversely determined and which, in the good faith judgment of Agent or Lender, as the case may be, if decided adversely, would have a reasonable likelihood of having a Material Adverse Effect. (i) As of the Effective Date and the date of each Revolving Loan Advance, Borrower shall be in compliance with the financial covenants set forth in Section 7.18 of this Agreement, as confirmed by Agent in its reasonable discretion. Each request for a borrowing by Borrower hereunder shall constitute a certification by Borrower that all the conditions set forth in Section 5.01 and the conditions set forth in Section 5.02(a), (b), (e) and (f) have been satisfied (both as of dated the date of such noticeAdvance, request in form and substance satisfactory to Lender to the effect that the lien and security interest of Lender on such US Collateral constitutes a perfected security interest in favor of Lender. (vii) the applicable Borrower(s) shall have (1) executed and delivered to Lender all documents necessary to create in favor of Lender a first-priority perfected security interest in, lien on, or confirmation trust or comparable security ownership interest in, Collateral located in Mexico ("Foreign Collateral," and together with US Collateral, the "Perfected Collateral"), together with evidence of (x) any necessary filing, registration or recordation of such documents, (y) the payment of recording, stamp or other taxes measured by indebtedness or otherwise required as a result of filing, registration or recordation of such documents and (z) the absence of any other liens or security interests on such Foreign Collateral, and (2) delivered an opinion of counsel to the applicable Borrower(s), dated the date of such borrowing)advance, in form and substance satisfactory to Lender to the effect that (y) the documents have been validly executed and delivered by, and are binding and enforceable upon, the applicable Borrower(s) and do not conflict with the application of Borrower's organization documents, material contracts or applicable law, and (z) the security interest in, lien on, or trust or comparable security ownership interest of Lender on such Foreign Collateral "perfected" or otherwise enforceable against such Borrower and the parties in favor of Lender under the laws of such foreign jurisdiction. (viii) All proceedings and all other documents and legal matters in connection with the transactions contemplated in the Agreement shall be satisfactory in form and in substance to the Lender and its counsel.

All Loans. The making As conditions precedent to each Lender's --------- obligation to make any Loan hereunder, including the initial Loans and including the conversion of each any Loan to Borrower (including another type of Loan or the Term continuation of any Eurodollar Loan after the end of its Eurodollar Interest Period, at and all Revolving Loan Advances) is subject to the satisfaction as of the following further conditions precedentdate of the funding, both immediately prior to the making of such Loan and also after giving effect thereto and to the intended use conversion or continuation thereof: (a1) no Default or Event of Default There shall have occurred and be continuingbeen delivered to the Administrative Agent a Loan Request therefor; (b2) both immediately prior to the making of such Loan and also after giving effect thereto and to the intended use thereof, the The representations and warranties made by Borrower in Section 6 and Schedule 1 hereof, and elsewhere in each of the Company contained in the Loan Documents, Documents shall be true, correct accurate and complete in all respects as if made on and as of the date of such funding, conversion or continuance; (3) There shall not have occurred an Event of Default or Potential Default; (4) If the making proceeds of such a requested Loan in are to be utilized to make a progress or construction payment relating to an Eligible Manufactured Housing Mortgage Loan, there shall have been delivered to the Administrative Agent a certification from the Company representing and warranting that all material respects (in work associated with the case construction and permanent attachment of the representations related Manufactured Home has been completed on schedule and warranties in Section 6.10 compliance with all specifications, and Schedule 1that such work has met all necessary inspection standards to allow a certificate of occupancy to be issued for such Manufactured Home upon completion; and (5) Following the funding of the requested Loan: (i) the aggregate principal amount of Primary Loans outstanding advanced by any Lender will not exceed its respective Maximum Commitment, solely with respect (ii) the aggregate principal amount of Loans outstanding advanced by all Lenders will not exceed the Aggregate Credit Limit, and (iii) the aggregate principal amount of Loans outstanding will not exceed the applicable limitations of Paragraphs 1(a), 2(a), 3(a), 4(a) and 5(a) above. By delivering a Loan Request to Mortgage Loans and Eligible Securities included in the Borrowing Base) with Administrative Agent hereunder, the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated Company shall be deemed to have been made as of a specific date, as of such specific date). Agent shall have received an officer's certificate signed by a Responsible Officer of Borrower certifying as to represented and warranted the truth, accuracy and completeness of the above, which certificate shall specifically include a statement that Borrower is in compliance with all governmental licenses and authorizations, statutory and regulatory requirements, and is qualified to do business and in good standing in all required jurisdictions, and that such borrowing does not violate restrictions imposed upon Borrower as a Registered Investment Company or otherwise; (c) the aggregate outstanding principal amount of the Loans (including the Revolving Loan Advance then being made by Lender) shall not exceed the Borrowing Base; (d) subject to Agent's right to perform one or more Due Diligence Reviews pursuant to Section 12.15 hereof, Agent shall have completed its due diligence review of the Mortgage Loan Documents for each Mortgage Loan included in the Collateral and such other documents, records, agreements, instruments, mortgaged properties or information relating to such Mortgage Loans as Agent in its sole discretion deems appropriate to review and such review shall be satisfactory to Agent in its sole discretion; (e) Agent shall have received from the Custodian a Mortgage Loan Schedule and Exception Report with Exceptions as are acceptable to Agent in its sole discretion in respect of Eligible Mortgage Loans to be included in the Collateral; (f) Agent shall have received from Borrower a Borrower's Release Letter substantially in the form of Exhibit D hereto (or such other form acceptable to Agent) covering each Mortgage Loan to be pledged to Agent, for the benefit of Lender; (g) there shall not have occurred a material adverse change in the financial condition of Lender which affects (or can reasonably be expected to affect) materially and adversely the ability of Lender to fund its obligations under this Agreement; provided, however, if a Revolving Loan Advance is not made due to the occurrence of a material adverse change in the financial condition of Lender, Borrower may prepay the Loan with no Prepayment Fee and, if Borrower does not elect to prepay the Loan, the Unused Revolving Loan Fee will be waived until such time as Lender confirms in writing its ability to make Revolving Loan Advances. (h) neither Agent nor Lender shall have determined in good faith that there is any action, proceeding or investigation by or before any Governmental Authority affecting Borrower or any of its Affiliates or Property (including, without limitation, any Mortgage Loan pledged to Agent for the benefit of Lender hereunder), which, in the good faith judgment of Agent or Lender, as the case may be, is reasonably likely to be adversely determined and which, in the good faith judgment of Agent or Lender, as the case may be, if decided adversely, would have a reasonable likelihood of having a Material Adverse Effect. (i) As of the Effective Date and the date of each Revolving Loan Advance, Borrower shall be in compliance with the financial covenants statements set forth in Section 7.18 of this Agreement, as confirmed by Agent in its reasonable discretion. Each request for a borrowing by Borrower hereunder shall constitute a certification by Borrower that all the conditions set forth in Section 5.01 and the conditions set forth in Section 5.02(a), subparagraphs (b), b)(2) through (eb)(5) and (f) have been satisfied (both as of the date of such notice, request or confirmation and as of the date of such borrowing)above.

All Loans. The making obligation of each Lender to make any Loan to Borrower (including the Term Loan initial Loan) to be made by it hereunder and all Revolving Loan Advances) the obligation of each Issuer to issue any Letter of Credit is subject to (a) the satisfaction accuracy, in all material respects, on the date of such Loan (or such issuance) of all representations and warranties of Borrower contained in this Agreement and the other Loan Documents (except for such representations and warranties which expressly refer to a prior date in which case they shall be true and correct in all material respects as of such earlier date); provided, however, that for purposes of this Section, in each representation and warranty in Article 6 hereof that makes reference to a Schedule, the representation under this Section that such representation and warranty in Article 6 hereof is true on and as of the following further conditions precedent, both immediately prior to the date of making of such Loan (or such issuance) shall take into account subsequent amendments to any Schedule referred to therein and also matters arising after giving effect thereto the date hereof which do not otherwise give rise to or constitute a Default hereunder; (b) Agent shall have received the following, all of which shall be duly executed and in Proper Form: (1) a Request for Extension of Credit as to the intended use thereof: Loan or the Letter of Credit, as the case may be, no later than 11:00 a.m., Houston, Texas time on the Business Day on which such Request for Extension of Credit must be given under Section 4.3 hereof, and (a2) in the case of a Letter of Credit, an Application; (c) no Default or Event of Default shall have occurred and be continuing; ; (bd) both immediately prior to the making of such Loan or the issuance of such Letter of Credit shall not be illegal or prohibited by any Legal Requirement, and also after giving effect thereto (e) Borrower shall have paid all fees and to expenses of the intended use thereof, the representations and warranties made by Borrower type described in Section 6 11.3 hereof and Schedule 1 hereofall other fees owed to Agent or any Lender under the Loan Documents which are due and payable, and elsewhere in each of the Loan Documentscase, shall be true, correct and complete prior to or on and as of the date of the making of such Loan in all material respects (in the case of the representations and warranties in Section 6.10 and Schedule 1, solely with respect to Mortgage Loans and Eligible Securities included in the Borrowing Base) with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). Agent shall have received an officer's certificate signed by a Responsible Officer of Borrower certifying as to the truth, accuracy and completeness of the above, which certificate shall specifically include a statement that Borrower is in compliance with all governmental licenses and authorizations, statutory and regulatory requirements, and is qualified to do business and in good standing in all required jurisdictions, and that such borrowing does not violate restrictions imposed upon Borrower as a Registered Investment Company or otherwise; (c) the aggregate outstanding principal amount of the Loans (including the Revolving Loan Advance then being made by Lender) shall not exceed the Borrowing Base; (d) subject to Agent's right to perform one or more Due Diligence Reviews pursuant to Section 12.15 hereof, Agent shall have completed its due diligence review of the Mortgage Loan Documents for each Mortgage Loan included in the Collateral and such other documents, records, agreements, instruments, mortgaged properties or information relating to such Mortgage Loans as Agent in its sole discretion deems appropriate to review and such review shall be satisfactory to Agent in its sole discretion; (e) Agent shall have received from the Custodian a Mortgage Loan Schedule and Exception Report with Exceptions as are acceptable to Agent in its sole discretion in respect of Eligible Mortgage Loans to be included in the Collateral; (f) Agent shall have received from Borrower a Borrower's Release Letter substantially in the form of Exhibit D hereto (or such other form acceptable to Agent) covering each Mortgage Loan to be pledged to Agent, issuance except for the benefit of Lender; (g) there shall not have occurred a material adverse change in the financial condition of Lender amounts which affects (or can reasonably be expected to affect) materially and adversely the ability of Lender to fund its obligations under this Agreement; provided, however, if a Revolving Loan Advance is not made due to the occurrence of a material adverse change in the financial condition of Lender, Borrower may prepay the Loan with no Prepayment Fee and, if Borrower does not elect to prepay the Loan, the Unused Revolving Loan Fee will be waived until such time as Lender confirms in writing its ability to make Revolving Loan Advances. (h) neither Agent nor Lender shall have determined in good faith that there is any action, proceeding or investigation by or before any Governmental Authority affecting Borrower or any of its Affiliates or Property (including, without limitation, any Mortgage Loan pledged to Agent for the benefit of Lender hereunder), which, in the good faith judgment of Agent or the applicable Lender, as the case may be, is reasonably likely in its sole discretion, agrees may be paid at a later date (it being understood that the non-payment of any such fees because of such deferment shall not constitute an Event of Default). The submission by Borrower of a Request for Extension of Credit shall be deemed to be adversely determined a representation and which, in warranty that the good faith judgment of Agent conditions precedent to the applicable Loan or Lender, as the case may be, if decided adversely, would have a reasonable likelihood of having a Material Adverse Effect. (i) As issuance of the Effective Date and the date applicable Letter of each Revolving Credit have been satisfied. A designation or conversion under Section 3.3(b) shall not constitute a new Loan Advance, Borrower shall be in compliance with the financial covenants set forth in Section 7.18 for purposes of this Agreement, as confirmed by Agent in its reasonable discretion. Each request for a borrowing by Borrower hereunder shall constitute a certification by Borrower that all the conditions set forth in Section 5.01 and the conditions set forth in Section 5.02(a), (b), (e) and (f) have been satisfied (both as of the date of such notice, request or confirmation and as of the date of such borrowing)5.2.

All Loans. The making obligations of each Loan the Lenders to Borrower make any Loans (including the Term Loan and all Revolving Loan Advancesinitial Loans made on the Closing Date) is are, in each case, subject to the satisfaction of the following further conditions precedent, both immediately prior to the making of such Loan and also after giving effect thereto and to the intended use thereofconditions: (ai) no Default All warranties and representations set forth in this Agreement shall be true and correct in all material respects as of the applicable Borrowing Date, except to the extent they relate specifically to an earlier specified date or Event of are affected by transactions or events occurring after the Agreement Effective Date and permitted hereunder; (ii) No Default shall have occurred and be continuing; (biii) both immediately prior to No default or event of default under the making of such Loan Credit Agreement or any Permitted Indebtedness shall have occurred and also after be continuing; and (iv) After giving effect thereto and to the intended use thereof, the representations and warranties made by Borrower in Section 6 and Schedule 1 hereof, and elsewhere in each of the Loan Documents, shall be true, correct and complete on and as of the date of the making of such Loan in all material respects (in the case of the representations and warranties in Section 6.10 and Schedule 1, solely with respect to Mortgage Loans and Eligible Securities included in the Borrowing Base) with the same force and effect as if made on and as of such date (orsince December 31, if any such representation or warranty is expressly stated to have been made as of a specific date2002, as of such specific date). Agent no event shall have received an officer's certificate signed by a Responsible Officer of Borrower certifying as to the truthoccurred and no circumstance shall exist that has had, accuracy and completeness of the above, which certificate shall specifically include a statement that Borrower is in compliance with all governmental licenses and authorizations, statutory and regulatory requirements, and is qualified to do business and in good standing in all required jurisdictions, and that such borrowing does not violate restrictions imposed upon Borrower as a Registered Investment Company or otherwise; (c) the aggregate outstanding principal amount of the Loans (including the Revolving Loan Advance then being made by Lender) shall not exceed the Borrowing Base; (d) subject to Agent's right to perform one or more Due Diligence Reviews pursuant to Section 12.15 hereof, Agent shall have completed its due diligence review of the Mortgage Loan Documents for each Mortgage Loan included in the Collateral and such other documents, records, agreements, instruments, mortgaged properties or information relating to such Mortgage Loans as Agent in its sole discretion deems appropriate to review and such review shall be satisfactory to Agent in its sole discretion; (e) Agent shall have received from the Custodian a Mortgage Loan Schedule and Exception Report with Exceptions as are acceptable to Agent in its sole discretion in respect of Eligible Mortgage Loans to be included in the Collateral; (f) Agent shall have received from Borrower a Borrower's Release Letter substantially in the form of Exhibit D hereto (or such other form acceptable to Agent) covering each Mortgage Loan to be pledged to Agent, for the benefit of Lender; (g) there shall not have occurred a material adverse change in the financial condition of Lender which affects (or can could reasonably be expected to affect) materially and adversely the ability of Lender to fund its obligations under this Agreement; providedhave, however, if a Revolving Loan Advance is not made due to the occurrence of a material adverse change in the financial condition of Lender, Borrower may prepay the Loan with no Prepayment Fee and, if Borrower does not elect to prepay the Loan, the Unused Revolving Loan Fee will be waived until such time as Lender confirms in writing its ability to make Revolving Loan Advances. (h) neither Agent nor Lender shall have determined in good faith that there is any action, proceeding or investigation by or before any Governmental Authority affecting Borrower or any of its Affiliates or Property (including, without limitation, any Mortgage Loan pledged to Agent for the benefit of Lender hereunder), which, in the good faith judgment of Agent or Lender, as the case may be, is reasonably likely to be adversely determined and which, in the good faith judgment of Agent or Lender, as the case may be, if decided adversely, would have a reasonable likelihood of having a Material Adverse Effect. (i) As of the Effective Date and the date of each Revolving Loan Advance, Borrower shall be in compliance with the financial covenants set forth in Section 7.18 of this Agreement, as confirmed by Agent in its reasonable discretion. Each telephonic or written request for a borrowing by Borrower hereunder Loans shall constitute a certification by Borrower that all the conditions set forth in Section 5.01 and the conditions set forth in Section 5.02(a), (b), (e) and (f) have been satisfied (both representation to such effect as of the date of such notice, request or confirmation and as of the date of such borrowing. (b) After giving effect to such Loans, no Default shall have occurred and be continuing. (c) After giving effect to such Loans, no default or event of default under the Credit Agreement or any Permitted Indebtedness shall have occurred and be continuing; (d) The proceeds of the Loans shall be used solely for the purposes described in Section 2.01. (e) With respect to the initial Loans made on the Closing Date, the Agent shall have received a properly completed Loan Request requesting an aggregate amount of Original Principal of Loans on the Closing Date of not less than $70,000,000 for the purpose described in Section 2.01(a), and, if requested by the Agent, all such certified financial calculations as the Agent shall reasonably require to substantiate the current and pro forma certifications of leverage and no Default referred to in such Loan Request. (f) With respect to each Loan made on any Borrowing Date occurring after the Closing Date, the Agent shall have received a properly completed Loan Request requesting an aggregate amount of Original Principal of Loans on such Borrowing Date of not less than $10,000,000 (or, if less, the remaining undrawn Commitment) for any purpose described in Section 2.01, and, if requested by the Agent, all such certified financial calculations as the Agent shall reasonably require to substantiate the current and pro forma certifications of leverage and no Default referred to in such Loan Request. (g) As of each Borrowing Date, all fees owed to the Agent, the Lenders and their respective Affiliates under this Agreement and all legal fees and expenses of counsel to the Agent incurred through such Borrowing Date shall have been paid in full.

All Loans. The making obligation of Lenders to advance each Loan to Borrower (including the Term each Loan and all Revolving Loan Advancesrequested in connection with an Accordion Request) hereunder is subject to the satisfaction of the following further conditions precedent, both immediately prior to the making of such Loan and also after giving effect thereto and to the intended use thereofprecedent that: (a) receipt by the Administrative Agent of a Request for Credit Extension; (b) immediately after giving effect to such Loan, the total Principal Obligation will not exceed the Available Loan Amount; (c) no Potential Default or Event of Default shall have occurred and be continuing; (b) both continuing immediately prior before or after giving effect to the making of such Loan and also after giving effect thereto and to the intended use thereof, Loans; (d) the representations and warranties made by Borrower of Borrower, contained in Section 6 this Agreement and Schedule 1 hereof, and elsewhere in each of the other Loan Documents, Documents shall be true, true and correct and complete in all material respects on and as of the date of such Request for Credit Extension, both before and after giving effect to the making of such Loan in all material respects (in Loans; provided that to the case of the extent that such representations and warranties in Section 6.10 and Schedule 1, solely with respect to Mortgage Loans and Eligible Securities included in the Borrowing Base) with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been were made as of a specific date, as of such specific date). Agent the same shall have received an officer's certificate signed by a Responsible Officer of Borrower certifying as to the truth, accuracy and completeness of the above, which certificate shall specifically include a statement that Borrower is in compliance with all governmental licenses and authorizations, statutory and regulatory requirements, and is qualified to do business and in good standing in all required jurisdictions, and that such borrowing does not violate restrictions imposed upon Borrower as a Registered Investment Company or otherwise; (c) the aggregate outstanding principal amount of the Loans (including the Revolving Loan Advance then being made by Lender) shall not exceed the Borrowing Base; (d) subject to Agent's right to perform one or more Due Diligence Reviews pursuant to Section 12.15 hereof, Agent shall have completed its due diligence review of the Mortgage Loan Documents for each Mortgage Loan included in the Collateral and such other documents, records, agreements, instruments, mortgaged properties or information relating to such Mortgage Loans as Agent in its sole discretion deems appropriate to review and such review shall be satisfactory to Agent in its sole discretion; (e) Agent shall have received from the Custodian a Mortgage Loan Schedule and Exception Report with Exceptions as are acceptable to Agent in its sole discretion in respect of Eligible Mortgage Loans to be included in the Collateral; (f) Agent shall have received from Borrower a Borrower's Release Letter substantially in the form of Exhibit D hereto (or such other form acceptable to Agent) covering each Mortgage Loan to be pledged to Agent, for the benefit of Lender; (g) there shall not have occurred a material adverse change in the financial condition of Lender which affects (or can reasonably be expected to affect) materially and adversely the ability of Lender to fund its obligations under this Agreement; provided, however, if a Revolving Loan Advance is not made due to the occurrence of a material adverse change in the financial condition of Lender, Borrower may prepay the Loan with no Prepayment Fee and, if Borrower does not elect to prepay the Loan, the Unused Revolving Loan Fee will be waived until such time as Lender confirms in writing its ability to make Revolving Loan Advances. (h) neither Agent nor Lender shall have determined in good faith that there is any action, proceeding or investigation by or before any Governmental Authority affecting Borrower or any of its Affiliates or Property (including, without limitation, any Mortgage Loan pledged to Agent for the benefit of Lender hereunder), which, in the good faith judgment of Agent or Lender, as the case may be, is reasonably likely to be adversely determined and which, in the good faith judgment of Agent or Lender, as the case may be, if decided adversely, would have a reasonable likelihood of having a Material Adverse Effect. (i) As of the Effective Date and the date of each Revolving Loan Advance, Borrower shall be in compliance with the financial covenants set forth in Section 7.18 of this Agreement, as confirmed by Agent in its reasonable discretion. Each request for a borrowing by Borrower hereunder shall constitute a certification by Borrower that all the conditions set forth in Section 5.01 and the conditions set forth in Section 5.02(a), (b), (e) and (f) have been satisfied (both as of the date of such notice, request or confirmation continue on and as of the date of such borrowingadvance of a Loan, to be true and correct in all material respects as of such specific date; (e) no Change in Law shall have occurred, and no order, judgment or decree of any Governmental Authority shall have been issued that enjoins, prohibits or restrains the making or repayment of the Loans, the granting or perfection of Liens in the Collateral, or the consummation of any of the other Transactions or the use of proceeds of the Facility; (f) no event, act or condition shall have occurred and be continuing after the date hereof which has had or is likely to have a Material Adverse Effect; (g) Borrower shall have delivered to the Administrative Agent, an original or a copy of each signed Subscription Agreement and Acknowledgment Letter not previously delivered to Administrative Agent; (h) receipt by Administrative Agent of an original or a copy of an executed Borrowing Base Certificate setting forth the respective Capital Commitments of each Investor and the Available Loan Amount as of the date of such Loan; and (i) Borrower shall at such time have a Total Maximum Leverage Ratio of no more than fifty percent (50%). Each Loan shall be deemed to constitute a representation and warranty by Borrower on the date thereof as to the matters specified in paragraphs (b), (c), (d), (e), (g), (h) and (i) of this Section 6.2.

All Loans. The making obligation of each Lenders and Swingline Lender to make any Loan to Borrower (including the Term Loan and all Revolving Loan Advances) is subject to the satisfaction of the following further conditions precedent, both immediately prior to the making of such Loan and also after giving effect thereto and to the intended use thereofprecedent hereunder that: (ai) no Default Borrower shall have performed all of its agreements under the Loan Documents to be performed on or Event of Default before such Funding Date. (ii) No event shall have occurred and be continuing;continuing or would result from the consummation of any Loans to be made on such Funding Date which constitutes an Event of Default or Potential Event of Default. (biii) both immediately prior to the making of such Loan and also after giving effect thereto and to the intended use thereof, the All representations and warranties made by Borrower contained in Section 6 and Schedule 1 hereof, and elsewhere in each of the Loan Documents, Documents shall be true, true and correct and complete on and with the same effect as of the date of the making of though such Loan in all material respects (in the case of the representations and warranties in Section 6.10 and Schedule 1, solely with respect to Mortgage Loans and Eligible Securities included in the Borrowing Base) with the same force and effect as if had been made on and as of such date Funding Date (or, if any except to the extent such representation or warranty is expressly stated representations and warranties specifically relate to have been made as of a specific an earlier date, in which case they shall be true and correct as of such specific earlier date). Agent shall have received an officer's certificate signed . (iv) The insurance required to be maintained by a Responsible Officer of Borrower certifying as pursuant to the truth, accuracy Loan Documents shall be in full force and completeness of the above, which certificate shall specifically include a statement that Borrower is in compliance with all governmental licenses and authorizations, statutory and regulatory requirements, and is qualified to do business and in good standing in all required jurisdictions, and that such borrowing does not violate restrictions imposed upon Borrower as a Registered Investment Company or otherwise;effect. (c) the aggregate outstanding principal amount of the Loans (including the Revolving Loan Advance then being made by Lender) shall not exceed the Borrowing Base; (d) subject to Agent's right to perform one or more Due Diligence Reviews pursuant to Section 12.15 hereof, Agent shall have completed its due diligence review of the Mortgage Loan Documents for each Mortgage Loan included in the Collateral and such other documents, records, agreements, instruments, mortgaged properties or information relating to such Mortgage Loans as Agent in its sole discretion deems appropriate to review and such review shall be satisfactory to Agent in its sole discretion; (ev) Agent shall have received from the Custodian a Mortgage Loan following documents pertaining to each Eligible Lease which is included in the Borrowing Base calculation: (A) A Schedule (in the form of SCHEDULE 1 to the Security Agreement) describing such Lease and Exception Report with Exceptions as are the Equipment covered thereby, duly executed by Borrower; (B) As to any Lease for which any of the Equipment is titled to the lessee prior to the time that title passes to Borrower, an opinion of counsel to Borrower (or opinion of counsel for the lessee, acceptable to Agent Requisite Lenders) that such transfer does not constitute a fraudulent conveyance or voidable transfer under the law of the relevant jurisdiction, including without limitation, for Equipment located in its sole discretion California, Section 3440 of the California Civil Code; provided, however, that this CLAUSE (C) shall not apply to (i) the funding of Leases in respect of Eligible Mortgage Loans which the total obligations thereunder of the lessee under such Leases to Borrower will not exceed, in the aggregate, $5,000,000, or (ii) a transaction approved by Requisite Lenders, which approval shall not be unreasonably withheld or delayed; provided further, however, that notwithstanding the foregoing, in the case of a funding of Leases in respect of which the total obligations of lessee to Borrower thereunder will exceed, in the aggregate, $500,000, Borrower shall comply with the requirements of Section 3440 of the California Civil Code in the case of Equipment located in California or any similar legislation providing for written notice of such a transaction, if any, in any other State where the Equipment is located. (vi) On or before the Funding Date, such UCC financing statements, amendments, termination statements, and other documents or instruments shall have been executed and delivered, as Agent deems necessary or appropriate to provide Agent, on behalf of Lenders, a first priority, perfected security interest in the particular Leases included in the Collateral;Borrowing Base calculation and the Equipment subject to such Leases. (fvii) Agent shall have received such other instruments and documents as Agent, on behalf of Lenders, may have reasonably requested from Borrower a Borrower's Release Letter substantially in connection with the form of Exhibit D hereto (or such other form acceptable to Agent) covering each Mortgage Loan Loans to be pledged to Agent, for the benefit of Lender;made on such date. (gviii) there There shall not have occurred a been no material adverse change in the financial condition condition, profits or business of Lender which affects (or can reasonably be expected to affect) materially and adversely the ability of Lender to fund its obligations under this Agreement; providedBorrower, however, if taken as a Revolving Loan Advance is not made due to the occurrence of a material adverse change in the financial condition of Lender, Borrower may prepay the Loan with no Prepayment Fee and, if Borrower does not elect to prepay the Loan, the Unused Revolving Loan Fee will be waived until such time as Lender confirms in writing its ability to make Revolving Loan Advances. (h) neither Agent nor Lender shall have determined in good faith that there is any action, proceeding or investigation by or before any Governmental Authority affecting Borrower or any of its Affiliates or Property (including, without limitation, any Mortgage Loan pledged to Agent for the benefit of Lender hereunder), whichwhole, in the good faith judgment opinion of Agent or Lender, as the case may be, is reasonably likely to be adversely determined and whichRequisite Lenders, in the good faith judgment of Agent or Lenderits sole discretion, as the case may be, if decided adversely, would have a reasonable likelihood of having a Material Adverse Effect. (i) As of the Effective Date and between the date of each Revolving Loan Advance, Borrower shall be in compliance with the financial covenants set forth in Section 7.18 of this Agreement, as confirmed by Agent in its reasonable discretion. Each request for a borrowing by Borrower hereunder shall constitute a certification by Borrower that all the conditions set forth in Section 5.01 Agreement and the conditions set forth in Section 5.02(a), (b), (e) and (f) have been satisfied (both as of the date of such notice, request or confirmation and as of the date of such borrowing)Funding Date.

All Loans. The making obligation of each Lender to make any Loan to Borrower (including the Term Loan and all Revolving Loan Advances) is subject to the accuracy in all material respects of all representations and warranties of Borrower or any other Obligor in this Agreement or any other Credit Document on the date thereof (except where such representation or warranty specifically relates to an earlier date or except for any changes in any such representation or warranty that would not result in or constitute a Default or Event of Default), and if requested by Lender, receipt by Lender of evidence of such accuracy, to the performance by Borrower and the other Obligors of their respective obligations under the Credit Documents (and Lender’s receipt of evidence of such performance) and to the satisfaction of the following further conditions precedent, both immediately prior to the making of such Loan and also after giving effect thereto and to the intended use thereofconditions: (a) with respect to any Loan, Lender shall have received by no later than 11:00 a.m. on the date of such requested Loan, telephonic notice from Borrower of the proposed date and amount of such Loan, and by no later than 1:00 p.m. on such date, a Request for Loan, signed by an officer of Borrower; (b) prior to the date thereof, there shall have occurred, in the reasonable opinion of Lender, no Material Adverse Effect; (c) no Default or Event of Default shall have occurred and be continuingcontinuing or will occur as a result of the requested Loan; (bd) both immediately prior to the making of such the Loan shall not be prohibited by, or subject Lender to any penalty or onerous condition under, any applicable Legal Requirement; (e) all of the Credit Documents have been executed and also after giving effect thereto delivered, and shall be valid, enforceable and in full force and effect; (f) all fees and expenses due and payable to Lender under any of the Credit Documents as of the date thereof shall have been paid in full; (g) Lender shall have received evidence reasonably satisfactory to Lender as to the intended use thereof, perfection and priority of the Liens created by the Security Documents; and (h) Lender shall have received such other documents as it may reasonably require. Delivery of any Request for Loan to Lender shall constitute a representation by Borrower that the representations and warranties made by Borrower under this Agreement and the other Credit Documents are true and correct in Section 6 and Schedule 1 hereof, and elsewhere in each of the Loan Documents, shall be true, correct and complete on and all material respects as of the date of the making delivery of such Request for Loan (except where such representation or warranty specifically relates to an earlier date or except for any changes in all material respects (in the case of the representations and warranties in Section 6.10 and Schedule 1, solely with respect to Mortgage Loans and Eligible Securities included in the Borrowing Base) with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). Agent shall have received an officer's certificate signed by a Responsible Officer of Borrower certifying as to the truth, accuracy and completeness of the above, which certificate shall specifically include a statement that Borrower is would not result in compliance with all governmental licenses and authorizations, statutory and regulatory requirements, and is qualified to do business and in good standing in all required jurisdictions, and that such borrowing does not violate restrictions imposed upon Borrower as a Registered Investment Company or otherwise; (c) the aggregate outstanding principal amount of the Loans (including the Revolving Loan Advance then being made by Lender) shall not exceed the Borrowing Base; (d) subject to Agent's right to perform one or more Due Diligence Reviews pursuant to Section 12.15 hereof, Agent shall have completed its due diligence review of the Mortgage Loan Documents for each Mortgage Loan included in the Collateral and such other documents, records, agreements, instruments, mortgaged properties or information relating to such Mortgage Loans as Agent in its sole discretion deems appropriate to review and such review shall be satisfactory to Agent in its sole discretion; (e) Agent shall have received from the Custodian a Mortgage Loan Schedule and Exception Report with Exceptions as are acceptable to Agent in its sole discretion in respect of Eligible Mortgage Loans to be included in the Collateral; (f) Agent shall have received from Borrower a Borrower's Release Letter substantially in the form of Exhibit D hereto (or such other form acceptable to Agent) covering each Mortgage Loan to be pledged to Agent, for the benefit of Lender; (g) there shall not have occurred a material adverse change in the financial condition of Lender which affects (or can reasonably be expected to affect) materially and adversely the ability of Lender to fund its obligations under this Agreement; provided, however, if a Revolving Loan Advance is not made due to the occurrence of a material adverse change in the financial condition of Lender, Borrower may prepay the Loan with no Prepayment Fee and, if Borrower does not elect to prepay the Loan, the Unused Revolving Loan Fee will be waived until such time as Lender confirms in writing its ability to make Revolving Loan Advances. (h) neither Agent nor Lender shall have determined in good faith that there is any action, proceeding or investigation by or before any Governmental Authority affecting Borrower or any of its Affiliates or Property (including, without limitation, any Mortgage Loan pledged to Agent for the benefit of Lender hereunder), which, in the good faith judgment of Agent or Lender, as the case may be, is reasonably likely to be adversely determined and which, in the good faith judgment of Agent or Lender, as the case may be, if decided adversely, would have a reasonable likelihood of having a Material Adverse Effect. (i) As of the Effective Date and the date of each Revolving Loan Advance, Borrower shall be in compliance with the financial covenants set forth in Section 7.18 of this Agreement, as confirmed by Agent in its reasonable discretion. Each request for a borrowing by Borrower hereunder shall constitute a certification by Borrower that all the conditions set forth in Section 5.01 and the conditions set forth in Section 5.02(a), (b), (e) and (f) have been satisfied (both as Default or Event of the date of such notice, request or confirmation and as of the date of such borrowingDefault).

All Loans. The making Notwithstanding any provision contained herein to the contrary, none of each the Banks shall have any obligation to make any further Revolving Credit Loan hereunder, to advance any further amount under the Term Loan, to advance any further amount under the Purchase Money Loan or to convert any Loan to Borrower (including the Term a LIBOR Loan or to extend any LIBOR Loan for a new Interest Period, and all Revolving Mercantile shall have no obligation to make any further Swing Loan Advances) is subject to the satisfaction of the following further conditions precedenthereunder, both immediately prior to the making of such Loan and also after giving effect thereto and to the intended use thereofunless: (a) With respect to any new Revolving Credit Loan advance, the Agent shall have received a Borrowing Notice for such Revolving Credit Loan as required by Section 3.3; (b) With respect to any conversion of a Loan to or continuation of any Loan as a LIBOR Loan, the Agent shall have received the notice for such conversion or continuation as required by Section 7.1; (c) On the date of and immediately after giving effect to such Revolving Credit Loan, such Swing Loan, such Term Loan advance, such Purchase Money Loan advance or such interest rate conversion or extension, no Default or Event of Default under this Agreement shall have occurred and be continuing; (bd) both immediately prior No change in the Properties, assets, liabilities, business, operations, prospects, income or condition (financial or otherwise) of Borrower and its Subsidiaries taken as a whole and having a Material Adverse Effect shall have occurred since the date of this Agreement and be continuing; and (e) Except for subsequent changes consented to by the making Required Banks after the date hereof, and except for inaccuracies that are not reasonably likely to result in a Material Adverse Effect, all of such Loan and also after giving effect thereto and to the intended use thereof, the representations and warranties made by of Borrower contained in Section 6 and Schedule 1 hereof, and elsewhere in each of the Loan Documents, this Agreement shall be true, true and correct and complete on and as of the date of the making of such Revolving Credit Loan, such Swing Loan, such Term Loan in all material respects (in the case of the representations and warranties in Section 6.10 and Schedule 1advance, solely with respect to Mortgage Loans and Eligible Securities included in the Borrowing Base) with the same force and effect such Purchase Money Loan advance or such interest rate conversion or continuation as if made on and as of such the date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date)Revolving Credit Loan, such Swing Loan, such Term Loan advance, such Purchase Money Loan advance or such interest rate conversion or continuation. Agent shall have received an officer's certificate signed Each request for a Revolving Credit Loan by Borrower hereunder, each request for a Responsible Officer of Swing Loan by Borrower certifying as to the truth, accuracy and completeness of the above, which certificate shall specifically include a statement that Borrower is in compliance with all governmental licenses and authorizations, statutory and regulatory requirements, and is qualified to do business and in good standing in all required jurisdictions, and that such borrowing does not violate restrictions imposed upon Borrower as a Registered Investment Company or otherwise; (c) the aggregate outstanding principal amount of the Loans hereunder (including the Revolving Loan Advance then being made by Lender) shall not exceed the Borrowing Base; (d) subject to Agent's right to perform one or more Due Diligence Reviews automatic requests for Swing Loans pursuant to Section 12.15 hereof3.3(d)), Agent shall have completed its due diligence review of each request for a further advance under the Mortgage Term Loan Documents for or the Purchase Money Loan by Borrower, and each Mortgage request by Borrower to convert any Loan included in the Collateral and such other documents, records, agreements, instruments, mortgaged properties to or information relating to such Mortgage Loans continue any Loan as Agent in its sole discretion deems appropriate to review and such review a LIBOR Loan shall be satisfactory to Agent in its sole discretion; (e) Agent shall have received from the Custodian a Mortgage Loan Schedule and Exception Report with Exceptions as are acceptable to Agent in its sole discretion in respect of Eligible Mortgage Loans deemed to be included in a representation and warranty by Borrower on the Collateral; (f) Agent shall have received from Borrower a Borrower's Release Letter substantially in the form date of Exhibit D hereto (such Revolving Credit Loan, such Term Loan advance, such Purchase Money Loan advance or such other form acceptable to Agent) covering each Mortgage Loan to be pledged to Agent, for the benefit of Lender; (g) there shall not have occurred a material adverse change in the financial condition of Lender which affects (conversion or can reasonably be expected to affect) materially and adversely the ability of Lender to fund its obligations under this Agreement; provided, however, if a Revolving Loan Advance is not made due to the occurrence of a material adverse change in the financial condition of Lender, Borrower may prepay the Loan with no Prepayment Fee and, if Borrower does not elect to prepay the Loan, the Unused Revolving Loan Fee will be waived until such time as Lender confirms in writing its ability to make Revolving Loan Advances. (h) neither Agent nor Lender shall have determined in good faith that there is any action, proceeding or investigation by or before any Governmental Authority affecting Borrower or any of its Affiliates or Property (including, without limitation, any Mortgage Loan pledged to Agent for the benefit of Lender hereunder), which, in the good faith judgment of Agent or Lendercontinuation, as the case may be, is reasonably likely as to be adversely determined and which, the facts specified in the good faith judgment of Agent or Lender, as the case may be, if decided adversely, would have a reasonable likelihood of having a Material Adverse Effect. clauses (i) As of the Effective Date and the date of each Revolving Loan Advance, Borrower shall be in compliance with the financial covenants set forth in Section 7.18 of this Agreement, as confirmed by Agent in its reasonable discretion. Each request for a borrowing by Borrower hereunder shall constitute a certification by Borrower that all the conditions set forth in Section 5.01 and the conditions set forth in Section 5.02(ac), (b), d) and (e) and (f) have been satisfied (both as of the date of such notice, request or confirmation and as of the date of such borrowing)this Section 8.2.

All Loans. The making obligation of each Lender to make any Loan to Borrower (including the Term Loan and all Revolving Loan Advancesinitial Loan) to be made by it hereunder is subject to (a) the satisfaction accuracy, in all material respects, on the date of such Loan of all representations and warranties of each Obligor contained in this Agreement and the other Loan Documents (except for such representations and warranties which expressly refer to a prior date in which case they shall be true and correct as of such earlier date); PROVIDED, HOWEVER, that for purposes of this Section, in each representation and warranty in ARTICLE 6 hereof that makes reference to a Schedule, the representation under this Section that such representation and warranty in ARTICLE 6 hereof is true on and as of the following further conditions precedentdate of making of such Loan shall take into account subsequent amendments to any Schedule referred to therein and matters arising after the date hereof which do not otherwise give rise to or constitute a Default hereunder; (b) Agent shall have received the following, both immediately all of which shall be duly executed and in Proper Form: (1) a Request for Extension of Credit as to the Loan no later than 9:00 a.m., San Francisco, California time on the Business Day on which such Request for Extension of Credit must be given under SECTION 4.3 hereof, and (2) such other documents as Agent may reasonably require; (c) prior to the making of such Loan and also after giving effect thereto and to the intended use thereof: thereto, there shall have occurred no event having a Material Adverse Effect; (ad) no Default or Event of Default shall have occurred and be continuing; ; (be) both immediately prior to the making of such Loan and also after giving effect thereto and to the intended use thereof, the representations and warranties made shall not be illegal or prohibited by Borrower in Section 6 and Schedule 1 hereofany Legal Requirement, and elsewhere (f) Borrower shall have paid all fees and expenses of the type described in SECTION 11.3 hereof and all other fees owed to Agent or any Lender under the Loan Documents which are due and payable, in each of the Loan Documentscase, shall be true, correct and complete prior to or on and as of the date of the making of such Loan in all material respects (in the case of the representations and warranties in Section 6.10 and Schedule 1, solely with respect to Mortgage Loans and Eligible Securities included in the Borrowing Base) with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). Agent shall have received an officer's certificate signed by a Responsible Officer of Borrower certifying as to the truth, accuracy and completeness of the above, which certificate shall specifically include a statement that Borrower is in compliance with all governmental licenses and authorizations, statutory and regulatory requirements, and is qualified to do business and in good standing in all required jurisdictions, and that such borrowing does not violate restrictions imposed upon Borrower as a Registered Investment Company or otherwise; (c) the aggregate outstanding principal amount of the Loans (including the Revolving Loan Advance then being made by Lender) shall not exceed the Borrowing Base; (d) subject to Agent's right to perform one or more Due Diligence Reviews pursuant to Section 12.15 hereof, Agent shall have completed its due diligence review of the Mortgage Loan Documents for each Mortgage Loan included in the Collateral and such other documents, records, agreements, instruments, mortgaged properties or information relating to such Mortgage Loans as Agent in its sole discretion deems appropriate to review and such review shall be satisfactory to Agent in its sole discretion; (e) Agent shall have received from the Custodian a Mortgage Loan Schedule and Exception Report with Exceptions as are acceptable to Agent in its sole discretion in respect of Eligible Mortgage Loans to be included in the Collateral; (f) Agent shall have received from Borrower a Borrower's Release Letter substantially in the form of Exhibit D hereto (or such other form acceptable to Agent) covering each Mortgage Loan to be pledged to Agent, issuance (except for the benefit of Lender; (g) there shall not have occurred a material adverse change in the financial condition of Lender amounts which affects (or can reasonably be expected to affect) materially and adversely the ability of Lender to fund its obligations under this Agreement; provided, however, if a Revolving Loan Advance is not made due to the occurrence of a material adverse change in the financial condition of Lender, Borrower may prepay the Loan with no Prepayment Fee and, if Borrower does not elect to prepay the Loan, the Unused Revolving Loan Fee will be waived until such time as Lender confirms in writing its ability to make Revolving Loan Advances. (h) neither Agent nor Lender shall have determined in good faith that there is any action, proceeding or investigation by or before any Governmental Authority affecting Borrower or any of its Affiliates or Property (including, without limitation, any Mortgage Loan pledged to Agent for the benefit of Lender hereunder), which, in the good faith judgment of Agent or the applicable Lender, as the case may be, is reasonably likely in their sole discretion, agree may be paid at a later date). The submission by the Borrower of a Request for Extension of Credit shall be deemed to be adversely determined a representation and which, in warranty that the good faith judgment conditions precedent to the applicable Loan have been satisfied. Selection of Agent or Lender, as a new interest rate at the case may be, if decided adversely, would have a reasonable likelihood expiration of having a Material Adverse Effect. (i) As of the Effective Date and the date of each Revolving Loan Advance, Borrower an Interest Period shall be in compliance with the financial covenants set forth in Section 7.18 of this Agreement, as confirmed by Agent in its reasonable discretion. Each request for a borrowing by Borrower hereunder shall not constitute a certification by Borrower that all the conditions set forth in Section 5.01 and the conditions set forth in Section 5.02(a), (b), (e) and (f) have been satisfied (both as of the date of such notice, request or confirmation and as of the date of such borrowing)new Loan hereunder.

All Loans. The making obligation of each Loan the Lender to Borrower make any loan (including the Term Loan and all Revolving Loan Advancesinitial loan) to be made by it on any borrowing date is subject to the satisfaction of the following further conditions precedent, both immediately prior : (vii) The Lender shall have received a Note conforming to the making requirements here, and fully executed by each Borrower. (viii) The representations and warranties made by ATII and each other Borrower in this Agreement and in each Borrowing Certificate and shall be correct in all material respects on and as of such Loan borrowing date and also after giving effect thereto and to the intended use thereof:loan to be made on such borrowing date. (aix) no No event of Default or event or condition which with notice or passage of time or both would constitute an Event of Default shall have occurred and be continuing; (b) both immediately prior to the making of continuing on such Loan and also borrowing date or after giving effect thereto and to the intended use thereof, the representations and warranties made by Borrower in Section 6 and Schedule 1 hereof, and elsewhere in each of the Loan Documents, shall loan to be true, correct and complete on and as of the date of the making of such Loan in all material respects (in the case of the representations and warranties in Section 6.10 and Schedule 1, solely with respect to Mortgage Loans and Eligible Securities included in the Borrowing Base) with the same force and effect as if made on and as of such date borrowing date. (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). Agent x) The Lender shall have received an officer's certificate signed by a Responsible Officer of Borrower certifying as to the truthBorrowing Certificate, accuracy and completeness of the above, which certificate shall specifically include a statement that Borrower is in compliance with all governmental licenses and authorizations, statutory and regulatory requirements, and is qualified to do business and in good standing in all required jurisdictions, and that dated such borrowing does not violate restrictions imposed upon Borrower as a Registered Investment Company or otherwise;date for such loan, satisfying the requirements of Section 3. (cxi) the aggregate outstanding principal amount of the Loans (including the Revolving Loan Advance then being made Except where waived by Lender) shall not exceed the Borrowing Base; (d) subject to Agent's right to perform one or more Due Diligence Reviews pursuant to Section 12.15 hereof, Agent shall have completed its due diligence review of the Mortgage Loan Documents for each Mortgage Loan included Lender in the Collateral and such other documentsexercise of its reasonable discretion, records, agreements, instruments, mortgaged properties or information relating to such Mortgage Loans as Agent in its sole discretion deems appropriate to review and such review shall be satisfactory to Agent in its sole discretion; (e) Agent the Lender shall have received from the Custodian a Mortgage Loan Schedule waiver of liens and Exception Report with Exceptions as are acceptable to Agent in its sole discretion in respect consent of Eligible Mortgage Loans to be included in the Collateral; (f) Agent shall have received from Borrower a real estate lessors of the Borrower's Release Letter substantially in the form of Exhibit D hereto (, and or such other form acceptable persons as the Lender shall deem desirable, to Agent) covering each Mortgage Loan to be pledged to Agentfacilitate the removal by the Lender, for the benefit of Lender; (g) there shall not have occurred a material adverse change in the financial condition of Lender which affects (or can reasonably be expected to affect) materially and adversely the ability of Lender to fund its obligations under this Agreement; provided, however, if a Revolving Loan Advance is not made due to upon the occurrence of a material adverse change an Event of Default, of all items of US Collateral which are or were personally where first located on any real property that is subject to any real estate leases and/or mortgages, such waivers of liens and consents to be in form and substance satisfactory to the financial condition of Lender, Borrower may prepay the Loan with no Prepayment Fee and, if Borrower does not elect to prepay the Loan, the Unused Revolving Loan Fee will be waived until such time as Lender confirms in writing and its ability to make Revolving Loan Advancescounsel. (hxii) neither Agent nor Lender The Borrowers shall have determined in good faith that there is any action, proceeding or investigation by or before any Governmental Authority affecting Borrower or any of its Affiliates or Property (1) executed and delivered to Lender all documents (including, without limitation, any Mortgage Loan pledged financing statements) necessary to Agent for the benefit create in favor of Lender hereundera first-priority perfected security interest in, and lien on, Collateral located in the United States ("US Collateral") with evidence of any necessary filing, registration or recordation of such documents, the payment of recording, stamp or other taxes measured by indebtedness or otherwise required as a result of filing, registration or recordation of such documents and searches confirming the absence of any other liens or security interests thereon, and (2) with respect to jurisdictions in the United States for which Lender has not previously received an opinion of counsel covering its security interests in the US Collateral, delivered an opinion of counsel to the applicable Borrower(s), which, in the good faith judgment of Agent or Lender, as the case may be, is reasonably likely to be adversely determined and which, in the good faith judgment of Agent or Lender, as the case may be, if decided adversely, would have a reasonable likelihood of having a Material Adverse Effect. (i) As of the Effective Date and the date of each Revolving Loan Advance, Borrower shall be in compliance with the financial covenants set forth in Section 7.18 of this Agreement, as confirmed by Agent in its reasonable discretion. Each request for a borrowing by Borrower hereunder shall constitute a certification by Borrower that all the conditions set forth in Section 5.01 and the conditions set forth in Section 5.02(a), (b), (e) and (f) have been satisfied (both as of dated the date of such noticeAdvance, request in form and substance satisfactory to Lender to the effect that the lien and security interest of Lender on such US Collateral constitutes a perfected security interest in favor of Lender. (xiii) the applicable Borrower(s) shall have (1) executed and delivered to Lender all documents necessary to create in favor of Lender a first-priority perfected security interest in, lien on, or confirmation trust or comparable security ownership interest in, Collateral located in Mexico ("Foreign Collateral," and together with US Collateral, the "Perfected Collateral"), together with evidence of (x) any necessary filing, registration or recordation of such documents, (y) the payment of recording, stamp or other taxes measured by indebtedness or otherwise required as a result of filing, registration or recordation of such documents and (z) the absence of any other liens or security interests on such Foreign Collateral, and (2) delivered an opinion of counsel to the applicable Borrower(s), dated the date of such borrowing)advance, in form and substance satisfactory to Lender to the effect that (y) the documents have been validly executed and delivered by, and are binding and enforceable upon, the applicable Borrower(s) and do not conflict with the application of Borrower's organization documents, material contracts or applicable law, and (z) the security interest in, lien on, or trust or comparable security ownership interest of Lender on such Foreign Collateral "perfected" or otherwise enforceable against such Borrower and the parties in favor of Lender under the laws of such foreign jurisdiction. (xiv) All proceedings and all other documents and legal matters in connection with the transactions contemplated in the Agreement shall be satisfactory in form and in substance to the Lender and its counsel.

All Loans. The making obligation of each Lender to fund any Loan pursuant to Borrower (including the Term Loan and all Revolving Loan Advances) this Agreement is subject to the satisfaction of the following further conditions precedent, both immediately prior to the making of such Loan and also after giving effect thereto and to the intended use thereof: (a) Borrowing Request accompanied by a Borrowing Base Certificate dated as of the date of such Loan, certified by the chief financial officer or controller of Borrower, and the Required Mortgage Documents for all Eligible Mortgage Loans other than Wet Loans; (b) all other Property in which Borrower has granted a Lien to Lender shall have been physically delivered to the possession of Lender; (c) the representations and warranties of each Related Person contained in this Agreement or any Security Instrument (other than those representations and warranties which are by their terms limited to the date of the agreement in which they are initially made) shall be true and correct in all material respects on and as of the date of such Loan; (d) no Default or Event of Default shall have occurred and be continuing; (b) both immediately prior to the making of such Loan continuing and also after giving effect thereto and to the intended use thereof, the representations and warranties made by Borrower in Section 6 and Schedule 1 hereof, and elsewhere in each of the Loan Documents, shall be true, correct and complete on and as of the date of the making of such Loan in all material respects (in the case of the representations and warranties in Section 6.10 and Schedule 1, solely with respect to Mortgage Loans and Eligible Securities included in the Borrowing Base) with the same force and effect as if made on and as of such date (or, if any such representation no change or warranty is expressly stated to have been made as of a specific date, as of such specific date). Agent shall have received an officer's certificate signed by a Responsible Officer of Borrower certifying as to the truth, accuracy and completeness of the above, event which certificate shall specifically include a statement that Borrower is in compliance with all governmental licenses and authorizations, statutory and regulatory requirements, and is qualified to do business and in good standing in all required jurisdictions, and that such borrowing does not violate restrictions imposed upon Borrower as a Registered Investment Company or otherwise; (c) the aggregate outstanding principal amount of the Loans (including the Revolving Loan Advance then being made by Lender) shall not exceed the Borrowing Base; (d) subject to Agent's right to perform one or more Due Diligence Reviews pursuant to Section 12.15 hereof, Agent shall have completed its due diligence review of the Mortgage Loan Documents for each Mortgage Loan included in the Collateral and such other documents, records, agreements, instruments, mortgaged properties or information relating to such Mortgage Loans as Agent in its sole discretion deems appropriate to review and such review shall be satisfactory to Agent in its sole discretion; (e) Agent shall have received from the Custodian a Mortgage Loan Schedule and Exception Report with Exceptions as are acceptable to Agent in its sole discretion in respect of Eligible Mortgage Loans to be included in the Collateral; (f) Agent shall have received from Borrower a Borrower's Release Letter substantially in the form of Exhibit D hereto (or such other form acceptable to Agent) covering each Mortgage Loan to be pledged to Agent, for the benefit of Lender; (g) there shall not have occurred a material adverse change in the financial condition of Lender which affects (or can reasonably be expected to affect) materially and adversely the ability of Lender to fund its obligations under this Agreement; provided, however, if a Revolving Loan Advance is not made due to the occurrence of a material adverse change in the financial condition of Lender, Borrower may prepay the Loan with no Prepayment Fee and, if Borrower does not elect to prepay the Loan, the Unused Revolving Loan Fee will be waived until such time as Lender confirms in writing its ability to make Revolving Loan Advances. (h) neither Agent nor Lender shall have determined in good faith that there is any action, proceeding or investigation by or before any Governmental Authority affecting Borrower or any of its Affiliates or Property (including, without limitation, any Mortgage Loan pledged to Agent for the benefit of Lender hereunder), which, in the good faith judgment of Agent or Lender, as the case may be, is reasonably likely to be adversely determined and which, in the good faith judgment of Agent or Lender, as the case may be, if decided adversely, would have a reasonable likelihood of having constitutes a Material Adverse Effect. (i) As of the Effective Date and the date of each Revolving Loan Advance, Borrower Effect shall be in compliance with the financial covenants set forth in Section 7.18 of this Agreement, as confirmed by Agent in its reasonable discretion. Each request for a borrowing by Borrower hereunder shall constitute a certification by Borrower that all the conditions set forth in Section 5.01 and the conditions set forth in Section 5.02(a), (b), (e) and (f) have been satisfied (both occurred as of the date of such noticeLoan; (e) the Funding Account, request the Settlement Account and the Operating Account shall be established and in existence; (f) the making of such Loan shall not be prohibited by any Governmental Requirement; and (g) the delivery to Lender of such other documents and opinions of counsel, including such documents as may be necessary or confirmation desirable to perfect or maintain the priority of any Lien granted or intended to be granted hereunder or otherwise and including favorable written opinions of counsel with respect thereto, as Lender may reasonably request. Delivery to Lender of a Borrowing Request shall be deemed to constitute a representation and warranty by Borrower on the date thereof and on the date on which the Loan is made, if any, set forth therein as to the facts specified in SUBSECTIONS (C) and (D) of such borrowing)this Section.

All Loans. The making of each Loan to Borrower (including the Term Loan and all Revolving Loan Advances) is subject Notwithstanding any provision contained in this Agreement to the satisfaction of the following further conditions precedentcontrary, both immediately prior Lender shall have no obligation to the making of such make any Loan and also after giving effect thereto and to the intended use thereofunder this Agreement unless: (a) if such Loan is a Revolving Credit Loan, Lender shall have received a current Borrowing Base Certificate as required by Section 2.01(b); (b) if such Loan is a Revolving Credit Loan, Lender shall have received a Notice of Borrowing for such Revolving Credit Loan as required by Section 2.04; (c) if such Loan is an advance under the Capex Term Loan, Lender shall have received such information concerning the capital asset being financed by such advance as Lender may reasonably request, including, but not limited to, all necessary invoices, vendor lien waivers, written confirmation of installation and acceptance of such asset by Borrower and evidence of an exclusive, perfected security interest in such asset in favor of Lender; (d) both immediately before and immediately after giving effect to such Loan, no Default or Event of Default shall have occurred and be continuing; (be) both immediately prior to no material adverse change in the making Properties, assets, liabilities, business, operations, prospects, income or condition (financial or otherwise) of Borrower, any other Obligor and/or any Subsidiary shall have occurred since the date of this Agreement and be continuing; and (f) all of the representations and warranties made by Borrower and/or any other Obligor in this Agreement and/or in any other Transaction Document shall be true and correct in all material respects on and as of the date of such Loan as if made on and also after giving effect thereto as of the date of such Loan (and to the intended use thereoffor purposes of this Section 3.02(e), the representations and warranties made by Borrower in Section 6 and Schedule 1 hereof, and elsewhere in each of the Loan Documents, 4.04 shall be true, correct and complete on and as of deemed to refer to the date of the making of such Loan in all material respects (in the case of the representations and warranties in Section 6.10 and Schedule 1, solely with respect to Mortgage Loans and Eligible Securities included in the Borrowing Base) with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). Agent shall have received an officer's certificate signed by a Responsible Officer most recent financial statements of Borrower certifying as delivered to the truth, accuracy and completeness of the above, which certificate shall specifically include a statement that Borrower is in compliance with all governmental licenses and authorizations, statutory and regulatory requirements, and is qualified to do business and in good standing in all required jurisdictions, and that such borrowing does not violate restrictions imposed upon Borrower as a Registered Investment Company or otherwise; (c) the aggregate outstanding principal amount of the Loans (including the Revolving Loan Advance then being made by Lender) shall not exceed the Borrowing Base; (d) subject to Agent's right to perform one or more Due Diligence Reviews Lender pursuant to Section 12.15 hereof, Agent shall have completed its due diligence review of the Mortgage Loan Documents for each Mortgage Loan included in the Collateral and such other documents, records, agreements, instruments, mortgaged properties or information relating to such Mortgage Loans as Agent in its sole discretion deems appropriate to review and such review shall be satisfactory to Agent in its sole discretion; (e) Agent shall have received from the Custodian a Mortgage Loan Schedule and Exception Report with Exceptions as are acceptable to Agent in its sole discretion in respect of Eligible Mortgage Loans to be included in the Collateral; (f) Agent shall have received from Borrower a Borrower's Release Letter substantially in the form of Exhibit D hereto (or such other form acceptable to Agent) covering each Mortgage Loan to be pledged to Agent, for the benefit of Lender; (g) there shall not have occurred a material adverse change in the financial condition of Lender which affects (or can reasonably be expected to affect) materially and adversely the ability of Lender to fund its obligations under this Agreement; provided, however, if a Revolving Loan Advance is not made due to the occurrence of a material adverse change in the financial condition of Lender, Borrower may prepay the Loan with no Prepayment Fee and, if Borrower does not elect to prepay the Loan, the Unused Revolving Loan Fee will be waived until such time as Lender confirms in writing its ability to make Revolving Loan Advances. (h) neither Agent nor Lender shall have determined in good faith that there is any action, proceeding or investigation by or before any Governmental Authority affecting Borrower or any of its Affiliates or Property (including, without limitation, any Mortgage Loan pledged to Agent for the benefit of Lender hereunder5.01(a), which, in the good faith judgment of Agent or Lender, as the case may be, is reasonably likely to be adversely determined and which, in the good faith judgment of Agent or Lender, as the case may be, if decided adversely, would have a reasonable likelihood of having a Material Adverse Effect. (i) As of the Effective Date and the date of each Revolving Loan Advance, Borrower shall be in compliance with the financial covenants set forth in Section 7.18 of this Agreement, as confirmed by Agent in its reasonable discretion). Each request for a borrowing Loan by Borrower hereunder under this Agreement shall constitute be deemed to be a certification representation and warranty by Borrower that all the conditions set forth in Section 5.01 and the conditions set forth in Section 5.02(a), (b), (e) and (f) have been satisfied (both as of on the date of such noticeLoan as to the facts specified in clauses (c), request or confirmation (d) and as (e) of the date of such borrowing)this Section 3.02.

All Loans. The making obligation of each Lender to make any Loan to Borrower (including the Term Loan and all Revolving Loan Advances) is subject to the accuracy in all material respects of all representations and warranties of Borrower or any other Obligor in this Agreement or any other Credit Document on the date thereof (and if requested by Lender, receipt by Lender of evidence of such accuracy), to the performance by Borrower and the other Obligors of their respective obligations under the Credit Documents (and Lender’s receipt of evidence of such performance) and to the satisfaction of the following further conditions precedent, both immediately prior to the making of such Loan and also after giving effect thereto and to the intended use thereofconditions: (a) (i) so long as the Loan Sweep Agreement remains in effect, Borrower is in compliance with the terms and conditions of the Loan Sweep Agreement and an advance of the applicable Revolving Loan is then available under the terms of the Loan Sweep Agreement, or (ii) if the Loan Sweep Agreement is no longer in effect, Lender shall have received by no later than 11:00 a.m. on the date of such requested Revolving Loan, a Request for Credit, signed by an officer of Borrower, accompanied by a duly executed Borrowing Base Certificate dated as of the last day of the calendar month immediately preceding such Request for Credit (said Borrowing Base Certificate requirement to only be applicable after the Xxxx Guaranty Release Date) and such other financial information as Lender may reasonably require to substantiate compliance with all financial covenants contained herein by Borrower if Lender reasonably believes at such time that Borrower is not then in compliance with any of the financial covenants contained herein. (b) prior to the date thereof, there shall have occurred, in the reasonable opinion of Lender, no material adverse change in the consolidated assets, liabilities, financial condition, business or affairs of Borrower; (c) no Default or Event of Default shall have occurred and be continuingcontinuing or will occur as a result of the requested Loan; (bd) both immediately prior to the making of the Loan shall not be prohibited by, or subject Lender to any penalty or onerous condition under, any applicable Legal Requirement; (e) all of the Credit Documents have been executed and delivered, and shall be valid, enforceable and in full force and effect; (f) all fees and expenses owed to Lender under any of the Credit Documents as of the date thereof shall have been paid in full; (g) Lender shall have received evidence reasonably satisfactory to Lender as to the perfection and priority of the Liens created by the Security Documents; and (h) Lender shall have received such other documents as it may reasonably require. Each such Loan and also after giving effect thereto and shall be subject to the intended use further condition that, at the time thereof, all legal matters incident to the transactions herein contemplated shall be satisfactory to Lender’s legal counsel. Delivery of any Request for Credit to Lender shall constitute a representation by Borrower that the representations and warranties made by Borrower in Section 6 under this Agreement and Schedule 1 hereof, the other Credit Documents are true and elsewhere in each of the Loan Documents, shall be true, correct and complete on and as of the date of the making delivery of such Loan in all material respects (in the case of the representations and warranties in Section 6.10 and Schedule 1, solely with respect to Mortgage Loans and Eligible Securities included in the Borrowing Base) with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). Agent shall have received an officer's certificate signed by a Responsible Officer of Borrower certifying as to the truth, accuracy and completeness of the above, which certificate shall specifically include a statement that Borrower is in compliance with all governmental licenses and authorizations, statutory and regulatory requirements, and is qualified to do business and in good standing in all required jurisdictions, and that such borrowing does not violate restrictions imposed upon Borrower as a Registered Investment Company or otherwise; (c) the aggregate outstanding principal amount of the Loans (including the Revolving Loan Advance then being made by Lender) shall not exceed the Borrowing Base; (d) subject to Agent's right to perform one or more Due Diligence Reviews pursuant to Section 12.15 hereof, Agent shall have completed its due diligence review of the Mortgage Loan Documents Request for each Mortgage Loan included in the Collateral and such other documents, records, agreements, instruments, mortgaged properties or information relating to such Mortgage Loans as Agent in its sole discretion deems appropriate to review and such review shall be satisfactory to Agent in its sole discretion; (e) Agent shall have received from the Custodian a Mortgage Loan Schedule and Exception Report with Exceptions as are acceptable to Agent in its sole discretion in respect of Eligible Mortgage Loans to be included in the Collateral; (f) Agent shall have received from Borrower a Borrower's Release Letter substantially in the form of Exhibit D hereto (or such other form acceptable to Agent) covering each Mortgage Loan to be pledged to Agent, for the benefit of Lender; (g) there shall not have occurred a material adverse change in the financial condition of Lender which affects (or can reasonably be expected to affect) materially and adversely the ability of Lender to fund its obligations under this Agreement; provided, however, if a Revolving Loan Advance is not made due to the occurrence of a material adverse change in the financial condition of Lender, Borrower may prepay the Loan with no Prepayment Fee and, if Borrower does not elect to prepay the Loan, the Unused Revolving Loan Fee will be waived until such time as Lender confirms in writing its ability to make Revolving Loan AdvancesCredit. (h) neither Agent nor Lender shall have determined in good faith that there is any action, proceeding or investigation by or before any Governmental Authority affecting Borrower or any of its Affiliates or Property (including, without limitation, any Mortgage Loan pledged to Agent for the benefit of Lender hereunder), which, in the good faith judgment of Agent or Lender, as the case may be, is reasonably likely to be adversely determined and which, in the good faith judgment of Agent or Lender, as the case may be, if decided adversely, would have a reasonable likelihood of having a Material Adverse Effect. (i) As of the Effective Date and the date of each Revolving Loan Advance, Borrower shall be in compliance with the financial covenants set forth in Section 7.18 of this Agreement, as confirmed by Agent in its reasonable discretion. Each request for a borrowing by Borrower hereunder shall constitute a certification by Borrower that all the conditions set forth in Section 5.01 and the conditions set forth in Section 5.02(a), (b), (e) and (f) have been satisfied (both as of the date of such notice, request or confirmation and as of the date of such borrowing).

All Loans. The making obligations of each Loan the Lenders to Borrower make any Loans (including the Term Loan Loans made on the Closing Date and all Revolving Loan Advancesin respect of Acquisitions consummated thereafter) is and the obligation of the Issuing Bank to issue Letters of Credit are, in each case, subject to the satisfaction of the following further conditions precedent, both immediately prior to the making of such Loan and also after giving effect thereto and to the intended use thereofconditions: (a) All warranties and representations set forth in this Agreement shall be true and correct in all material respects as of the date such Loans are made or such Letter of Credit is issued (except to the extent they expressly relate to an earlier specified date or are affected by transactions or events occurring after the Closing Date and permitted or not prohibited hereunder). (b) As of the Borrowing Date of such Loans and since the Closing Date, no Default event or Event circumstance shall have occurred which has had or could have a Material Adverse Effect. (c) After giving effect to such Loans or the issuance of such Letter of Credit (both as of the proposed date thereof and, on a pro forma basis, the last day of the most recent month for which financial statements have been delivered to the Lenders under Section 6.05) and the use of proceeds thereof (whether for a Permitted Acquisition or otherwise), no Default shall have occurred and be continuing; (b) both immediately prior to the making of such Loan and also after giving effect thereto and to the intended use thereof, the representations and warranties made by Borrower in Section 6 and Schedule 1 hereof, and elsewhere in each of the Loan Documents, shall be true, correct and complete on and as of the date of the making of such Loan in all material respects (in the case of the representations and warranties in Section 6.10 and Schedule 1, solely with respect to Mortgage Loans and Eligible Securities included in the Borrowing Base) with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). Agent shall have received an officer's certificate signed by a Responsible Officer of Borrower certifying as to the truth, accuracy and completeness of the above, which certificate shall specifically include a statement that Borrower is in compliance with all governmental licenses and authorizations, statutory and regulatory requirements, and is qualified to do business and in good standing in all required jurisdictions, and that such borrowing does not violate restrictions imposed upon Borrower as a Registered Investment Company or otherwise; (c) the aggregate outstanding principal amount of the Loans (including the Revolving Loan Advance then being made by Lender) shall not exceed the Borrowing Base; (d) subject to Agent's right to perform one or more Due Diligence Reviews pursuant to Section 12.15 hereof, Agent shall have completed its due diligence review of the Mortgage Loan Documents for each Mortgage Loan included in the Collateral and such other documents, records, agreements, instruments, mortgaged properties or information relating to such Mortgage Loans as Agent in its sole discretion deems appropriate to review and such review shall be satisfactory to Agent in its sole discretion; (e) Agent shall have received from the Custodian a Mortgage Loan Schedule and Exception Report with Exceptions as are acceptable to Agent in its sole discretion in respect of Eligible Mortgage Loans to be included in the Collateral; (f) Agent shall have received from Borrower a Borrower's Release Letter substantially in the form of Exhibit D hereto (or such other form acceptable to Agent) covering each Mortgage Loan to be pledged to Agent, for the benefit of Lender; (g) there shall not have occurred a material adverse change in the financial condition of Lender which affects (or can reasonably be expected to affect) materially and adversely the ability of Lender to fund its obligations under this Agreement; provided, however, if a Revolving Loan Advance is not made due to the occurrence of a material adverse change in the financial condition of Lender, Borrower may prepay the Loan with no Prepayment Fee and, if Borrower does not elect to prepay the Loan, the Unused Revolving Loan Fee will be waived until such time as Lender confirms in writing its ability to make Revolving Loan Advances. (h) neither Agent nor Lender shall have determined in good faith that there is any action, proceeding or investigation by or before any Governmental Authority affecting Borrower or any of its Affiliates or Property (including, without limitation, any Mortgage Loan pledged to Agent for the benefit of Lender hereunder), which, in the good faith judgment of Agent or Lender, as the case may be, is reasonably likely to be adversely determined and which, in the good faith judgment of Agent or Lender, as the case may be, if decided adversely, would have a reasonable likelihood of having a Material Adverse Effect. (i) As of the Effective Date and the date of each Revolving Loan Advance, Borrower shall be in compliance with the financial covenants set forth in Section 7.18 of this Agreement, as confirmed by Agent in its reasonable discretion. Each telephonic or written request for Loans or for a borrowing by Borrower hereunder Letter of Credit shall constitute a certification by Borrower that all the conditions set forth in Section 5.01 and the conditions set forth in Section 5.02(a), (b), (e) and (f) have been satisfied (both representation to such effect as of the date of such notice, request or confirmation and as of the date of such borrowing). (d) If applicable, the Administrative Agent shall have received a properly completed Loan Request, together with all such financial and other information as the Administrative Agent shall require to substantiate the current and pro forma certifications of no Default contained therein. (e) The Administrative Agent shall have received such other supporting documents and certificates as the Administrative Agent and the Required Lenders may reasonably request.

All Loans. The making obligation of each Loan the Lender to Borrower make any loan (including the Term Loan and all Revolving Loan Advancesinitial loan) to be made by it on any borrowing date is subject to the satisfaction of the following further conditions precedent, both immediately prior : (i) The Lender shall have received a Note conforming to the making requirements hereof, and fully executed by each Borrower. (ii) The representations and warranties made by ATII and each other Borrower in this Agreement and in each Borrowing Certificate shall be correct in all material respects on and as of such Loan borrowing date and also after giving effect thereto and to the intended use thereof:loan to be made on such borrowing date. (aiii) no No Event of Default or event or condition which with notice or passage of time or both would constitute an Event of Default shall have occurred and be continuing; (b) both immediately prior to the making of continuing on such Loan and also borrowing date or after giving effect thereto and to the intended use thereof, the representations and warranties made by Borrower in Section 6 and Schedule 1 hereof, and elsewhere in each of the Loan Documents, shall loan to be true, correct and complete on and as of the date of the making of such Loan in all material respects (in the case of the representations and warranties in Section 6.10 and Schedule 1, solely with respect to Mortgage Loans and Eligible Securities included in the Borrowing Base) with the same force and effect as if made on and as of such date borrowing date. (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). Agent iv) The Lender shall have received an officer's certificate signed by a Responsible Officer of Borrower certifying as to the truthBorrowing Certificate, accuracy and completeness of the above, which certificate shall specifically include a statement that Borrower is in compliance with all governmental licenses and authorizations, statutory and regulatory requirements, and is qualified to do business and in good standing in all required jurisdictions, and that dated such borrowing does not violate restrictions imposed upon Borrower as a Registered Investment Company or otherwise;date for such loan, satisfying the requirements of Section 3. (cv) the aggregate outstanding principal amount of the Loans (including the Revolving Loan Advance then being made Except where waived by Lender) shall not exceed the Borrowing Base; (d) subject to Agent's right to perform one or more Due Diligence Reviews pursuant to Section 12.15 hereof, Agent shall have completed its due diligence review of the Mortgage Loan Documents for each Mortgage Loan included Lender in the Collateral and such other documentsexercise of its reasonable discretion, records, agreements, instruments, mortgaged properties or information relating to such Mortgage Loans as Agent in its sole discretion deems appropriate to review and such review shall be satisfactory to Agent in its sole discretion; (e) Agent the Lender shall have received from the Custodian a Mortgage Loan Schedule waiver of liens and Exception Report with Exceptions as are acceptable to Agent in its sole discretion in respect consent of Eligible Mortgage Loans to be included in the Collateral; (f) Agent shall have received from Borrower a real estate lessors of the Borrower's Release Letter substantially in the form , and of Exhibit D hereto (or such other form acceptable persons as the Lender shall deem desirable, to Agent) covering each Mortgage Loan to be pledged to Agentfacilitate the removal by the Lender, for the benefit of Lender; (g) there shall not have occurred a material adverse change in the financial condition of Lender which affects (or can reasonably be expected to affect) materially and adversely the ability of Lender to fund its obligations under this Agreement; provided, however, if a Revolving Loan Advance is not made due to upon the occurrence of a material adverse change an Event of Default, of all items of US Collateral which are or were personalty where first located on any real property that is subject to any real estate leases and/or mortgages, such waivers of liens and consents to be in form and substance satisfactory to the financial condition of Lender, Borrower may prepay the Loan with no Prepayment Fee and, if Borrower does not elect to prepay the Loan, the Unused Revolving Loan Fee will be waived until such time as Lender confirms in writing and its ability to make Revolving Loan Advancescounsel. (hvi) neither Agent nor Lender The Borrowers shall have determined in good faith that there is any action, proceeding or investigation by or before any Governmental Authority affecting Borrower or any of its Affiliates or Property (1) executed and delivered to Lender all documents (including, without limitation, any Mortgage Loan pledged financing statements) necessary to Agent for the benefit create in favor of Lender hereundera first-priority perfected security interest in, and lien on, Collateral located in the United States ("US Collateral") with evidence of any necessary filing, registration or recordation of such documents, the payment of recording, stamp or other taxes measured by indebtedness or otherwise required as a result of filing, registration or recordation of such documents and searches confirming the absence of any other liens or security interests thereon, and (2) with respect to jurisdictions in the United States for which Lender has not previously received an opinion of counsel covering its security interests in the US Collateral, delivered an opinion of counsel to the applicable Borrower(s), which, in the good faith judgment of Agent or Lender, as the case may be, is reasonably likely to be adversely determined and which, in the good faith judgment of Agent or Lender, as the case may be, if decided adversely, would have a reasonable likelihood of having a Material Adverse Effect. (i) As of the Effective Date and the date of each Revolving Loan Advance, Borrower shall be in compliance with the financial covenants set forth in Section 7.18 of this Agreement, as confirmed by Agent in its reasonable discretion. Each request for a borrowing by Borrower hereunder shall constitute a certification by Borrower that all the conditions set forth in Section 5.01 and the conditions set forth in Section 5.02(a), (b), (e) and (f) have been satisfied (both as of dated the date of such noticeAdvance, request in form and substance satisfactory to Lender to the effect that the lien and security interest of Lender on such US Collateral constitutes a perfected security interest in favor of Lender. (vii) the applicable Borrower(s) shall have (1) executed and delivered to Lender all documents necessary to create in favor of Lender a first-priority perfected security interest in, lien on, or confirmation trust or comparable security ownership interest in, Collateral located in Mexico ("Foreign Collateral," and together with US Collateral, the "Perfected Collateral"), together with evidence of (x) any necessary filing, registration or recordation of such documents, (y) the payment of recording, stamp or other taxes measured by indebtedness or otherwise required as a result of filing, registration or recordation of such documents and (z) the absence of any other liens or security interests on such Foreign Collateral, and (2) delivered an opinion of counsel to the applicable Borrower(s), dated the date of such borrowing)advance, in form and substance satisfactory to Lender to the effect that (y) the documents have been validly executed and delivered by, and are binding and enforceable upon, the applicable Borrower(s) and do not conflict with the applicable Borrower's organizational documents, material contracts or applicable law, and (z) the security interest in, lien on, or trust or comparable security ownership interest of Lender on such Foreign Collateral is "perfected" or otherwise enforceable against such Borrower and third parties in favor of Lender under the laws of such foreign jurisdiction. (viii) No event of default, or event which with the giving of notice or the passage of time, or both, would constitute an event of default under the Senior Secured Facility shall have occurred and be continuing, the Senior Secured Facility must provide a credit line of at least $5,000,000, and, no Borrower shall have any past due accounts payables. (ix) All proceedings and all other documents and legal matters in connection with the transactions contemplated by the Agreement shall be satisfactory in form and substance to the Lender and its counsel.

All Loans. The making As conditions precedent to each Lender's --------- obligation to fund its Percentage Share of each any Loan to Borrower (hereunder, including the Term Loan first Loan, at and all Revolving Loan Advances) is subject to the satisfaction as of the following further conditions precedent, both immediately prior to date of the making of such Loan and also after giving effect thereto and to the intended use funding thereof: (a1) no Default or Event of Default There shall have occurred and be continuingbeen delivered to the Administrative Agent a Loan and/or Rate Request therefor; (b2) both immediately prior to the making of such Loan and also after giving effect thereto and to the intended use thereof, the The representations and warranties made by Borrower in Section 6 of the Company, the Parent and Schedule 1 hereof, and elsewhere in each of the Guarantor Subsidiaries contained in the Loan Documents, Documents to which such Person is party shall be true, correct accurate and complete in all material respects as if made on and as of the date of the making such funding or issuance (unless any such representation and warranty speaks as of such Loan a particular date, in which case it shall remain accurate and complete in all material respects (in the case of the representations and warranties in Section 6.10 and Schedule 1, solely with respect to Mortgage Loans and Eligible Securities included in the Borrowing Base) with the same force and effect as if made on and as of such date date); (or3) There shall not have occurred an Event of Default or Potential Default; (4) If the requested Loan is a Revolving Loan, following the funding thereof the aggregate principal amount of Revolving Loans outstanding will not exceed the limitations of Paragraph 1(a) above; -------------- (5) If the requested Loan is Term Loan A, the Company has requested a concurrent funding of Term Loan B in a principal amount which bears the same relationship to the Term Loan B Credit Limit that the requested Term Loan A bears to the Term Loan A Credit Limit and if any such representation the requested Loan is Term Loan B, the Company has requested a concurrent funding of Term Loan A in a principal amount which bears the same relationship to the Term Loan A Credit Limit that the requested Term Loan B bears to the Term Loan B Credit Limit; and (6) If the requested Loan is Term Loan A or warranty is expressly stated Term Loan B, the credit facility made available to the Company referenced in Paragraph 1 on Schedule 7 hereto shall have been fully disbursed. ---------- By delivering a Loan and/or Rate Request to the Administrative Agent hereunder, the Company shall be deemed to have been made as of a specific date, as of such specific date). Agent shall have received an officer's certificate signed by a Responsible Officer of Borrower certifying as to represented and warranted the truth, accuracy and completeness of the above, which certificate shall specifically include a statement that Borrower is in compliance with all governmental licenses and authorizations, statutory and regulatory requirements, and is qualified to do business and in good standing in all required jurisdictions, and that such borrowing does not violate restrictions imposed upon Borrower as a Registered Investment Company or otherwise; (c) the aggregate outstanding principal amount of the Loans (including the Revolving Loan Advance then being made by Lender) shall not exceed the Borrowing Base; (d) subject to Agent's right to perform one or more Due Diligence Reviews pursuant to Section 12.15 hereof, Agent shall have completed its due diligence review of the Mortgage Loan Documents for each Mortgage Loan included in the Collateral and such other documents, records, agreements, instruments, mortgaged properties or information relating to such Mortgage Loans as Agent in its sole discretion deems appropriate to review and such review shall be satisfactory to Agent in its sole discretion; (e) Agent shall have received from the Custodian a Mortgage Loan Schedule and Exception Report with Exceptions as are acceptable to Agent in its sole discretion in respect of Eligible Mortgage Loans to be included in the Collateral; (f) Agent shall have received from Borrower a Borrower's Release Letter substantially in the form of Exhibit D hereto (or such other form acceptable to Agent) covering each Mortgage Loan to be pledged to Agent, for the benefit of Lender; (g) there shall not have occurred a material adverse change in the financial condition of Lender which affects (or can reasonably be expected to affect) materially and adversely the ability of Lender to fund its obligations under this Agreement; provided, however, if a Revolving Loan Advance is not made due to the occurrence of a material adverse change in the financial condition of Lender, Borrower may prepay the Loan with no Prepayment Fee and, if Borrower does not elect to prepay the Loan, the Unused Revolving Loan Fee will be waived until such time as Lender confirms in writing its ability to make Revolving Loan Advances. (h) neither Agent nor Lender shall have determined in good faith that there is any action, proceeding or investigation by or before any Governmental Authority affecting Borrower or any of its Affiliates or Property (including, without limitation, any Mortgage Loan pledged to Agent for the benefit of Lender hereunder), which, in the good faith judgment of Agent or Lender, as the case may be, is reasonably likely to be adversely determined and which, in the good faith judgment of Agent or Lender, as the case may be, if decided adversely, would have a reasonable likelihood of having a Material Adverse Effect. (i) As of the Effective Date and the date of each Revolving Loan Advance, Borrower shall be in compliance with the financial covenants statements set forth in Section 7.18 of this Agreement, as confirmed by Agent in its reasonable discretion. Each request for a borrowing by Borrower hereunder shall constitute a certification by Borrower that all the conditions set forth in Section 5.01 and the conditions set forth in Section 5.02(a), subparagraphs (b), b)(2) through (eb)(5) and (f) have been satisfied (both as of the date of such notice, request or confirmation and as of the date of such borrowing)above.

All Loans. The making obligation of each Loan Lender to Borrower (including the Term make any Loan and all Revolving Loan Advances) the obligation of the Lender to issue any Letter of Credit is subject to the accuracy of all representations and warranties of the Borrower on the date of such Loan or issuance of such Letter of Credit, to the performance by the Borrower of its obligations under the Loan Documents and to the satisfaction of the following further conditions precedentconditions: (a) the Lender shall have received the following, both immediately all of which shall be duly executed and in Proper Form: (1) in the case of a Loan, other than a Loan for the purposes described in Sections 2.6(d) and 2.10(d), (i) by no later than 12:00 noon on the applicable Rate Selection Date, telephonic notice from the Borrower of the proposed date and amount of such Loan, and (ii) no later than 1:00 p.m. on the applicable Rate Selection Date, a Request for Extension of Credit, signed by a Responsible Officer of the Borrower. or, IN THE CASE OF ISSUANCE OF A LETTER OF CREDIT, a completed Application (as may be required by the Lender) signed by a Responsible Officer of the Borrower by 12:00 noon three (3) Business Days prior to the proposed date of issuance of such Letter of Credit and payment of the first letter of credit fee as and by the time required in SECTION 2.10 of this Agreement, along with, IN EACH CASE, such financial information as the Lender may reasonably require to substantiate compliance with all financial covenants contained herein by the Borrower; and (2) such other Applications, certificates and other documents as the Lender may reasonably require; (b) Availability must be in excess of or equal to zero; after giving effect to the requested Loan(s) or Letter(s) of Credit; (c) all representations and warranties of the Borrower and any other Person set forth in this Agreement and in any other Loan Document shall be true and correct in all material respects with the same effect as though made on and as of such date, except for (1) those representations and warranties which relate only to the Closing Date or (2) such changes in the representations and warranties otherwise permitted by the terms of this Agreement; (d) the Borrower (and each Guarantor, if applicable) shall be in compliance with all the terms and provisions contained in this Agreement or in any other Loan Document which are to be observed or performed by the Borrower (or such Guarantor, if applicable); (e) prior to the making of such Loan and also after giving effect thereto and to or the intended use thereof:issuance of such Letter of Credit, there shall have occurred no Material Adverse Effect in the assets, liabilities, financial condition, business or affairs of the Borrower or any of its Subsidiaries since the date hereof; (af) no Default or Event of Default shall have occurred and be continuing; (g) if requested by the Lender, it shall have received a certificate executed by the Financial Officer or other Responsible Officer of the Borrower as to the compliance with subparagraphs (b) both immediately prior to through (f) above; (h) the making of such Loan and also after giving effect thereto and to or the intended use thereof, the representations and warranties made by Borrower in Section 6 and Schedule 1 hereof, and elsewhere in each issuance of the Loan Documentssuch Letter of Credit, shall not be trueprohibited by, correct and complete on and as of or subject the date of the making of such Loan in all material respects (in the case of the representations and warranties in Section 6.10 and Schedule 1, solely with respect to Mortgage Loans and Eligible Securities included in the Borrowing Base) with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). Agent shall have received an officer's certificate signed by a Responsible Officer of Borrower certifying as to the truth, accuracy and completeness of the above, which certificate shall specifically include a statement that Borrower is in compliance with all governmental licenses and authorizations, statutory and regulatory requirements, and is qualified to do business and in good standing in all required jurisdictions, and that such borrowing does not violate restrictions imposed upon Borrower as a Registered Investment Company or otherwise; (c) the aggregate outstanding principal amount of the Loans (including the Revolving Loan Advance then being made by Lender) shall not exceed the Borrowing Base; (d) subject to Agent's right to perform one or more Due Diligence Reviews pursuant to Section 12.15 hereof, Agent shall have completed its due diligence review of the Mortgage Loan Documents for each Mortgage Loan included in the Collateral and such other documents, records, agreements, instruments, mortgaged properties or information relating to such Mortgage Loans as Agent in its sole discretion deems appropriate to review and such review shall be satisfactory to Agent in its sole discretion; (e) Agent shall have received from the Custodian a Mortgage Loan Schedule and Exception Report with Exceptions as are acceptable to Agent in its sole discretion in respect of Eligible Mortgage Loans to be included in the Collateral; (f) Agent shall have received from Borrower a Borrower's Release Letter substantially in the form of Exhibit D hereto (or such other form acceptable to Agent) covering each Mortgage Loan to be pledged to Agent, for the benefit of Lender; (g) there shall not have occurred a material adverse change in the financial condition of Lender which affects (or can reasonably be expected to affect) materially and adversely the ability of Lender to fund its obligations under this Agreement; provided, however, if a Revolving Loan Advance is not made due to the occurrence of a material adverse change in the financial condition of Lender, Borrower may prepay the Loan with no Prepayment Fee and, if Borrower does not elect to prepay the Loan, the Unused Revolving Loan Fee will be waived until such time as Lender confirms in writing its ability to make Revolving Loan Advances. (h) neither Agent nor Lender shall have determined in good faith that there is any action, proceeding or investigation by or before any Governmental Authority affecting Borrower or any of its Affiliates or Property (including, without limitationto, any Mortgage Loan pledged to Agent for the benefit of Lender hereunder), which, in the good faith judgment of Agent penalty or Lender, as the case may be, is reasonably likely to be adversely determined and which, in the good faith judgment of Agent or Lender, as the case may be, if decided adversely, would have a reasonable likelihood of having a Material Adverse Effect.onerous condition under any Legal Requirement; and (i) As the Borrower shall have paid all legal fees and expenses of the Effective Date and the date of each Revolving Loan Advance, Borrower shall be type described in compliance with the financial covenants set forth in Section 7.18 of this Agreement, as confirmed by Agent in its reasonable discretion. Each request for a borrowing by Borrower hereunder shall constitute a certification by Borrower that all the conditions set forth in Section 5.01 and the conditions set forth in Section 5.02(a), (b), (e) and (f) have been satisfied (both as of SECTION 9.9 hereof through the date of such notice, request Loan or confirmation and as of the date issuance of such borrowing)Letter of Credit.

All Loans. The making obligation of each Lender to fund any Loan pursuant to Borrower (including the Term Loan and all Revolving Loan Advances) this Agreement is subject to the satisfaction of the following further conditions precedent, both immediately prior to the making of such Loan and also after giving effect thereto and to the intended use thereof: (a) Borrowing Request accompanied by a Borrowing Base Worksheet dated as of the date of such Loan, certified by the chief financial officer of Borrowers, and the Required Mortgage Documents for all Eligible Mortgage Loans other than Wet Loans; (b) all other Property in which Borrowers have granted a Lien to Lender shall have been physically delivered to the possession of Lender; (c) the representations and warranties of each Related Person contained in this Agreement or any Security Instrument (other than those representations and warranties which are by their terms limited to the date of the agreement in which they are initially made) shall be true and correct in all material respects on and as of the date of such Loan; (d) no Default or Event of Default shall have occurred and be continuing; (b) both immediately prior to the making of such Loan continuing and also after giving effect thereto and to the intended use thereof, the representations and warranties made by Borrower in Section 6 and Schedule 1 hereof, and elsewhere in each of the Loan Documents, shall be true, correct and complete on and as of the date of the making of such Loan in all material respects (in the case of the representations and warranties in Section 6.10 and Schedule 1, solely with respect to Mortgage Loans and Eligible Securities included in the Borrowing Base) with the same force and effect as if made on and as of such date (or, if any such representation no change or warranty is expressly stated to have been made as of a specific date, as of such specific date). Agent shall have received an officer's certificate signed by a Responsible Officer of Borrower certifying as to the truth, accuracy and completeness of the above, event which certificate shall specifically include a statement that Borrower is in compliance with all governmental licenses and authorizations, statutory and regulatory requirements, and is qualified to do business and in good standing in all required jurisdictions, and that such borrowing does not violate restrictions imposed upon Borrower as a Registered Investment Company or otherwise; (c) the aggregate outstanding principal amount of the Loans (including the Revolving Loan Advance then being made by Lender) shall not exceed the Borrowing Base; (d) subject to Agent's right to perform one or more Due Diligence Reviews pursuant to Section 12.15 hereof, Agent shall have completed its due diligence review of the Mortgage Loan Documents for each Mortgage Loan included in the Collateral and such other documents, records, agreements, instruments, mortgaged properties or information relating to such Mortgage Loans as Agent in its sole discretion deems appropriate to review and such review shall be satisfactory to Agent in its sole discretion; (e) Agent shall have received from the Custodian a Mortgage Loan Schedule and Exception Report with Exceptions as are acceptable to Agent in its sole discretion in respect of Eligible Mortgage Loans to be included in the Collateral; (f) Agent shall have received from Borrower a Borrower's Release Letter substantially in the form of Exhibit D hereto (or such other form acceptable to Agent) covering each Mortgage Loan to be pledged to Agent, for the benefit of Lender; (g) there shall not have occurred a material adverse change in the financial condition of Lender which affects (or can reasonably be expected to affect) materially and adversely the ability of Lender to fund its obligations under this Agreement; provided, however, if a Revolving Loan Advance is not made due to the occurrence of a material adverse change in the financial condition of Lender, Borrower may prepay the Loan with no Prepayment Fee and, if Borrower does not elect to prepay the Loan, the Unused Revolving Loan Fee will be waived until such time as Lender confirms in writing its ability to make Revolving Loan Advances. (h) neither Agent nor Lender shall have determined in good faith that there is any action, proceeding or investigation by or before any Governmental Authority affecting Borrower or any of its Affiliates or Property (including, without limitation, any Mortgage Loan pledged to Agent for the benefit of Lender hereunder), which, in the good faith judgment of Agent or Lender, as the case may be, is reasonably likely to be adversely determined and which, in the good faith judgment of Agent or Lender, as the case may be, if decided adversely, would have a reasonable likelihood of having constitutes a Material Adverse Effect. (i) As of the Effective Date and the date of each Revolving Loan Advance, Borrower Effect shall be in compliance with the financial covenants set forth in Section 7.18 of this Agreement, as confirmed by Agent in its reasonable discretion. Each request for a borrowing by Borrower hereunder shall constitute a certification by Borrower that all the conditions set forth in Section 5.01 and the conditions set forth in Section 5.02(a), (b), (e) and (f) have been satisfied (both occurred as of the date of such noticeLoan; (e) the Funding Account, request the Settlement Account and the Operating Account shall be established and in existence; (f) the making of such Loan shall not be prohibited by any Governmental Requirement; (g) the delivery to Lender of such other documents and opinions of counsel, including such documents as may be necessary or confirmation desirable to perfect or maintain the priority of any Lien granted or intended to be granted hereunder or otherwise and including favorable written opinions of counsel with respect thereto, as Lender may reasonably request; and (h) No Person, other than Lender, shall be listed in the field designated “interim funder” on the MERS(R) System. Delivery to Lender of a Borrowing Request shall be deemed to constitute a representation and warranty by Borrowers on the date thereof and on the date on which the Loan is made, if any, set forth therein as to the facts specified in Subsections (c) and (d) of such borrowing)this Section.

All Loans. The making obligations of each Loan the Lenders to Borrower make any Loans (including the Term Loan and all Revolving Loan Advancesinitial Loans made on the Closing Date) is are, in each case, subject to the satisfaction of the following further conditions precedent, both immediately prior to the making of such Loan and also after giving effect thereto and to the intended use thereofconditions: (ai) no Default All warranties and representations set forth in this Agreement shall be true and correct in all material respects as of the applicable Borrowing Date, except to the extent they relate specifically to an earlier specified date or Event of are affected by transactions or events occurring after the Agreement Effective Date and permitted hereunder; (ii) No Default shall have occurred and be continuing; (biii) both immediately prior to No default or event of default under the making of such Loan Credit Agreement or any Permitted Indebtedness shall have occurred and also after be continuing; and (iv) After giving effect thereto and to the intended use thereof, the representations and warranties made by Borrower in Section 6 and Schedule 1 hereof, and elsewhere in each of the Loan Documents, shall be true, correct and complete on and as of the date of the making of such Loan in all material respects (in the case of the representations and warranties in Section 6.10 and Schedule 1, solely with respect to Mortgage Loans and Eligible Securities included in the Borrowing Base) with the same force and effect as if made on and as of such date (orsince December 31, if any such representation or warranty is expressly stated to have been made as of a specific date2002, as of such specific date). Agent no event shall have received an officer's certificate signed by a Responsible Officer of Borrower certifying as to the truthoccurred and no circumstance shall exist that has had, accuracy and completeness of the above, which certificate shall specifically include a statement that Borrower is in compliance with all governmental licenses and authorizations, statutory and regulatory requirements, and is qualified to do business and in good standing in all required jurisdictions, and that such borrowing does not violate restrictions imposed upon Borrower as a Registered Investment Company or otherwise; (c) the aggregate outstanding principal amount of the Loans (including the Revolving Loan Advance then being made by Lender) shall not exceed the Borrowing Base; (d) subject to Agent's right to perform one or more Due Diligence Reviews pursuant to Section 12.15 hereof, Agent shall have completed its due diligence review of the Mortgage Loan Documents for each Mortgage Loan included in the Collateral and such other documents, records, agreements, instruments, mortgaged properties or information relating to such Mortgage Loans as Agent in its sole discretion deems appropriate to review and such review shall be satisfactory to Agent in its sole discretion; (e) Agent shall have received from the Custodian a Mortgage Loan Schedule and Exception Report with Exceptions as are acceptable to Agent in its sole discretion in respect of Eligible Mortgage Loans to be included in the Collateral; (f) Agent shall have received from Borrower a Borrower's Release Letter substantially in the form of Exhibit D hereto (or such other form acceptable to Agent) covering each Mortgage Loan to be pledged to Agent, for the benefit of Lender; (g) there shall not have occurred a material adverse change in the financial condition of Lender which affects (or can could reasonably be expected to affect) materially and adversely the ability of Lender to fund its obligations under this Agreement; providedhave, however, if a Revolving Loan Advance is not made due to the occurrence of a material adverse change in the financial condition of Lender, Borrower may prepay the Loan with no Prepayment Fee and, if Borrower does not elect to prepay the Loan, the Unused Revolving Loan Fee will be waived until such time as Lender confirms in writing its ability to make Revolving Loan Advances. (h) neither Agent nor Lender shall have determined in good faith that there is any action, proceeding or investigation by or before any Governmental Authority affecting Borrower or any of its Affiliates or Property (including, without limitation, any Mortgage Loan pledged to Agent for the benefit of Lender hereunder), which, in the good faith judgment of Agent or Lender, as the case may be, is reasonably likely to be adversely determined and which, in the good faith judgment of Agent or Lender, as the case may be, if decided adversely, would have a reasonable likelihood of having a Material Adverse Effect. (i) As of the Effective Date and the date of each Revolving Loan Advance, Borrower shall be in compliance with the financial covenants set forth in Section 7.18 of this Agreement, as confirmed by Agent in its reasonable discretion. Each telephonic or written request for a borrowing by Borrower hereunder Loans shall constitute a certification by Borrower that all the conditions set forth in Section 5.01 and the conditions set forth in Section 5.02(a), (b), (e) and (f) have been satisfied (both representation to such effect as of the date of such notice, request or confirmation and as of the date of such borrowing. (b) After giving effect to such Loans, no Default shall have occurred and be continuing. (c) After giving effect to such Loans, no default or event of default under the Credit Agreement or any Permitted Indebtedness shall have occurred and be continuing; (d) The proceeds of the Loans shall be used solely for the purposes described in Section 2.01. (e) With respect to the initial Loans made on the Closing Date, the Agent shall have received a properly completed Loan Request requesting an aggregate amount of Original Principal of Loans on the Closing Date of not less than $35,000,000 for the purpose described in Section 2.01(a), and, if requested by the Agent, all such certified financial calculations as the Agent shall reasonably require to substantiate the current and pro forma certifications of leverage and no Default referred to in such Loan Request. (f) With respect to each Loan made on any Borrowing Date occurring after the Closing Date, the Agent shall have received a properly completed Loan Request requesting an aggregate amount of Original Principal of Loans on such Borrowing Date of not less than $10,000,000 (or, if less, the remaining undrawn Commitment) for any purpose described in Section 2.01, and, if requested by the Agent, all such certified financial calculations as the Agent shall reasonably require to substantiate the current and pro forma certifications of leverage and no Default referred to in such Loan Request. (g) As of each Borrowing Date, all fees owed to the Agent, the Lenders and their respective Affiliates under this Agreement and all legal fees and expenses of counsel to the Agent incurred through such Borrowing Date shall have been paid in full.

All Loans. The making obligation of each Lenders to fund any Loan pursuant to Borrower (including the Term Loan and all Revolving Loan Advances) this Agreement is subject to the satisfaction of the following further conditions precedent, both immediately prior to the making of such Loan and also after giving effect thereto and to the intended use thereof: (a) Borrower shall have delivered to Agent a Borrowing Request accompanied by a Borrowing Base Certificate dated as of the date of such Loan, certified by the chief financial officer of Borrower, and the Required Mortgage Documents for all Eligible Mortgage Loans other than Wet Loans; (b) all other Property in which Borrower has granted a Lien to Agent, for the benefit of the Lenders, and which under the terms of this Agreement or the Security Agreement shall have been required to have been physically delivered to the Agent, shall have been physically delivered to the possession of Agent, such that Agent has a valid and perfected first lien on such Property, for the benefit of the Lenders; (c) the representations and warranties of each Related Person contained in this Agreement or any Security Instrument (other than those representations and warranties which are by their terms expressly limited to the date of this Agreement) shall be true and correct in all material respects on and as of the date of such Loan; (d) no Default or Event of Default shall have occurred and be continuingcontinuing or would result from such Borrowing, and no change or event which constitutes a Material Adverse Effect shall have occurred as of the date of such Loan; (be) both immediately prior to the Funding Account, the Settlement Account and the Operating Account shall be established and in existence; (f) the making of such Loan and also after giving effect thereto and to the intended use thereof, the representations and warranties made shall not be prohibited by Borrower in Section 6 and Schedule 1 hereof, and elsewhere in each of the Loan Documents, shall be true, correct and complete on and as of the date of the making of such Loan in all material respects (in the case of the representations and warranties in Section 6.10 and Schedule 1, solely with respect to Mortgage Loans and Eligible Securities included in the Borrowing Base) with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). Agent shall have received an officer's certificate signed by a Responsible Officer of Borrower certifying as to the truth, accuracy and completeness of the above, which certificate shall specifically include a statement that Borrower is in compliance with all governmental licenses and authorizations, statutory and regulatory requirements, and is qualified to do business and in good standing in all required jurisdictions, and that such borrowing does not violate restrictions imposed upon Borrower as a Registered Investment Company or otherwiseGovernmental Requirement; (cg) the aggregate outstanding principal amount delivery to Agent, any Lender or its counsel of such other documents and opinions of counsel, including such documents as may be necessary or desirable to perfect or maintain the Loans (priority of any Lien granted or intended to be granted hereunder or otherwise and including the Revolving Loan Advance then being made by Lender) shall not exceed the Borrowing Base;favorable written opinions of counsel with respect thereto, as Agent or any Lender may reasonably request; and (dh) subject to Agent's right to perform one or more Due Diligence Reviews pursuant to Section 12.15 hereofNo Person, Agent shall have completed its due diligence review of the Mortgage Loan Documents for each Mortgage Loan included in the Collateral and such other documents, records, agreements, instruments, mortgaged properties or information relating to such Mortgage Loans as Agent in its sole discretion deems appropriate to review and such review shall be satisfactory to Agent in its sole discretion; (e) Agent shall have received from the Custodian a Mortgage Loan Schedule and Exception Report with Exceptions as are acceptable to Agent in its sole discretion in respect of Eligible Mortgage Loans to be included in the Collateral; (f) Agent shall have received from Borrower a Borrower's Release Letter substantially in the form of Exhibit D hereto (or such other form acceptable to Agent) covering each Mortgage Loan to be pledged to than Agent, for the benefit of Lender; (g) there the Lenders, shall not have occurred a material adverse change be listed in the financial condition of Lender which affects (or can reasonably be expected field designated “interim funder” on the MERS® System. Delivery to affect) materially and adversely the ability of Lender to fund its obligations under this Agreement; provided, however, if a Revolving Loan Advance is not made due to the occurrence Agent of a material adverse change in Borrowing Request shall be deemed to constitute a representation and warranty by Borrower to Agent and each Lender on the financial condition of Lender, Borrower may prepay date thereof and on the date on which the Loan with no Prepayment Fee and, if Borrower does not elect to prepay the Loan, the Unused Revolving Loan Fee will be waived until such time as Lender confirms in writing its ability to make Revolving Loan Advances. (h) neither Agent nor Lender shall have determined in good faith that there is any action, proceeding or investigation by or before any Governmental Authority affecting Borrower or any of its Affiliates or Property (including, without limitation, any Mortgage Loan pledged to Agent for the benefit of Lender hereunder), which, in the good faith judgment of Agent or Lender, as the case may be, is reasonably likely to be adversely determined and which, in the good faith judgment of Agent or Lender, as the case may be, if decided adversely, would have a reasonable likelihood of having a Material Adverse Effect. (i) As made of the Effective Date and the date of each Revolving Loan Advance, Borrower shall be facts specified in compliance with the financial covenants set forth in Section 7.18 of this Agreement, as confirmed by Agent in its reasonable discretion. Each request for a borrowing by Borrower hereunder shall constitute a certification by Borrower that all the conditions set forth in Section 5.01 and the conditions set forth in Section 5.02(a), Subsections (b), (ec) and (fd) have been satisfied (both as of the date of such notice, request or confirmation and as of the date of such borrowing)this Section.

All Loans. The making of each Loan to Borrower (including the Term Loan and all Revolving Loan Advances) is subject Notwithstanding any provision contained in this Agreement to the satisfaction of the following further conditions precedentcontrary, both immediately prior no Lender shall have any obligation to the making of such make, continue or convert any Loan and also after giving effect thereto and to the intended use thereofor any advance on any Loan under this Agreement unless: (a) the Agent shall have received a current Borrowing Base Certificate as required by Section 2.01(b); (b) if such Loan is a Revolving Credit Loan, the Agent shall have received a Notice of Revolving Credit Borrowing for such Loan as required by Section 2.04; (c) if such Loan is a Swing Line Loan, U.S. Bank shall have received a Notice of Swing Line Borrowing for such Loan to the extent required by Section 2.04; (d) both immediately before and immediately after giving effect to such Loan or such advance, no Default or Event of Default under this Agreement shall have occurred and be continuing; (be) both immediately prior to no material adverse change in the making Properties, assets, liabilities, business, operations, prospects, income or condition (financial or otherwise) of the Company, XxXxxxx Electronics and/or the Company and its Subsidiaries taken as a whole shall have occurred since June 29, 2008, and be continuing; and (f) all of the representations and warranties made by the Company, XxXxxxx Electronics and/or any other Obligor in this Agreement and/or in any other Transaction Document shall be true and correct in all material respects on and as of the date of such Loan or such advance as if made on and also after giving effect thereto as of the date of such Loan or such advance (and to the intended use thereoffor purposes of this Section 3.02(f), the representations and warranties made by Borrower the Company and XxXxxxx Electronics in Section 6 and Schedule 1 hereof, and elsewhere in each 4.04 shall be deemed to refer to the most recent financial statements of the Loan Documents, shall be true, correct and complete on and as of the date of the making of such Loan in all material respects (in the case of the representations and warranties in Section 6.10 and Schedule 1, solely with respect to Mortgage Loans and Eligible Securities included in the Borrowing Base) with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). Agent shall have received an officer's certificate signed by a Responsible Officer of Borrower certifying as Company delivered to the truth, accuracy Agent and completeness of the above, which certificate shall specifically include a statement that Borrower is in compliance with all governmental licenses and authorizations, statutory and regulatory requirements, and is qualified to do business and in good standing in all required jurisdictions, and that such borrowing does not violate restrictions imposed upon Borrower as a Registered Investment Company or otherwise; (c) the aggregate outstanding principal amount of the Loans (including the Revolving Loan Advance then being made by Lender) shall not exceed the Borrowing Base; (d) subject to Agent's right to perform one or more Due Diligence Reviews each Lender pursuant to Section 12.15 hereof, Agent shall have completed its due diligence review of the Mortgage Loan Documents for each Mortgage Loan included in the Collateral and such other documents, records, agreements, instruments, mortgaged properties or information relating to such Mortgage Loans as Agent in its sole discretion deems appropriate to review and such review shall be satisfactory to Agent in its sole discretion; (e) Agent shall have received from the Custodian a Mortgage Loan Schedule and Exception Report with Exceptions as are acceptable to Agent in its sole discretion in respect of Eligible Mortgage Loans to be included in the Collateral; (f) Agent shall have received from Borrower a Borrower's Release Letter substantially in the form of Exhibit D hereto (or such other form acceptable to Agent) covering each Mortgage Loan to be pledged to Agent, 5.01(a)). Each request for the benefit making, continuation or conversion of Lender; (g) there shall not have occurred a material adverse change in Loan or an advance on a Loan by the financial condition of Lender which affects (or can reasonably be expected to affect) materially and adversely the ability of Lender to fund its obligations Company and/or XxXxxxx Electronics under this Agreement; provided, however, if a Revolving Loan Advance is not made due to the occurrence of a material adverse change in the financial condition of Lender, Borrower may prepay the Loan with no Prepayment Fee and, if Borrower does not elect to prepay the Loan, the Unused Revolving Loan Fee will be waived until such time as Lender confirms in writing its ability to make Revolving Loan Advances. (h) neither Agent nor Lender shall have determined in good faith that there is any action, proceeding or investigation by or before any Governmental Authority affecting Borrower or any of its Affiliates or Property Agreement (including, without limitation, any Mortgage Loan pledged to Agent for the benefit creation by the Company of Lender hereunder), which, a Deficiency Amount in the good faith judgment of Agent or Lender, as the case may be, is reasonably likely Company’s Operating Account which will be funded by a Swing Loan) shall be deemed to be adversely determined a representation and which, in warranty by the good faith judgment of Agent or Lender, as the case may be, if decided adversely, would have a reasonable likelihood of having a Material Adverse Effect. (i) As of the Effective Date Company and XxXxxxx Electronics on the date of each Revolving the making, continuation or conversion of such Loan Advance, Borrower shall be or such advance as to the facts specified in compliance with the financial covenants set forth in Section 7.18 of this Agreement, as confirmed by Agent in its reasonable discretion. Each request for a borrowing by Borrower hereunder shall constitute a certification by Borrower that all the conditions set forth in Section 5.01 and the conditions set forth in Section 5.02(a), clauses (bd), (e) and (f) have been satisfied (both as of this Section 3.02.” 43. Section 5.01(o)(iii) of the date of such notice, request or confirmation Loan Agreement is hereby deleted in its entirety and as of the date of such borrowing).following substituted in lieu thereof:

All Loans. The making obligation of each Loan the Lenders holding Commitments to Borrower (including make the Term initial Loan and all Revolving each subsequent Loan Advances) pursuant to this Agreement is subject to the satisfaction of the following further conditions precedent, both immediately prior to the making of such Loan and also after giving effect thereto and to the intended use thereof: (a) no Default or Event No Change of Default Control shall have occurred occurred, the Commitments of the Lenders under this Agreement shall be Active, and be continuingthe Agent shall have received a Loan Request and all attached and requested information in accordance with Section 2.2; (b) both immediately prior The Agent shall have received for each Lender with Commitments appropriate executed Notes representing the Loan in a form and substance satisfactory to the Agent; (c) No Default exists or would reasonably be expected to occur by virtue of making such Loan, and the Agent shall have received at the time such Loan is made a compliance certificate, which shall be true and correct, in the form of Exhibit C attached hereto, duly and properly executed by a Responsible Officer of the Borrower and dated as of the date of the funding of such Loan, reflecting that no Default exists; (d) All of the representations and warranties of the Borrower and each Loan Party contained in this Agreement and the other Loan Documents shall be true and correct in all material respects, and the Borrower's request for the making of such Loan any extension of credit hereunder, and also after giving effect thereto the making of any extension of credit hereunder, shall be deemed to be a restatement, representation, and to the intended use thereof, additional warranty of the representations and warranties made by the Borrower and each Loan Party in Section 6 this Agreement and Schedule 1 hereof, and elsewhere in each of the other Loan Documents, shall be true, correct and complete on and Documents as of the each such date of the making of such Loan in all material respects (in the case of the taking into account certain fixed dates specified for certain representations and warranties in Section 6.10 and Schedule 1, solely with respect to Mortgage Loans and Eligible Securities included in the Borrowing Base) with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific datethis Agreement). Agent shall have received an officer's certificate signed by a Responsible Officer of Borrower certifying as to the truth, accuracy and completeness of the above, which certificate shall specifically include a statement that Borrower is in compliance with all governmental licenses and authorizations, statutory and regulatory requirements, and is qualified to do business and in good standing in all required jurisdictions, and that such borrowing does not violate restrictions imposed upon Borrower as a Registered Investment Company or otherwise; (c) the aggregate outstanding principal amount of the Loans (including the Revolving Loan Advance then being made by Lender) shall not exceed the Borrowing Base; (d) subject to Agent's right to perform one or more Due Diligence Reviews pursuant to Section 12.15 hereof, Agent shall have completed its due diligence review of the Mortgage Loan Documents for each Mortgage Loan included in the Collateral and such other documents, records, agreements, instruments, mortgaged properties or information relating to such Mortgage Loans as Agent in its sole discretion deems appropriate to review and such review shall be satisfactory to Agent in its sole discretion; (e) Agent Since the date of the Financial Statements, no Material Adverse Effect shall have received from the Custodian a Mortgage Loan Schedule and Exception Report with Exceptions as are acceptable to Agent in its sole discretion in respect of Eligible Mortgage Loans to be included in the Collateral;occurred; and (f) Agent The following financial covenants shall have received from Borrower a Borrower's Release Letter substantially in the form of Exhibit D hereto (or such other form acceptable to Agent) covering each Mortgage Loan to be pledged to Agent, for the benefit of Lender; (g) there shall not have occurred a material adverse change in the financial condition of Lender which affects (or can reasonably be expected to affect) materially and adversely the ability of Lender to fund its obligations under this Agreement; provided, however, if a Revolving Loan Advance is not made due to the occurrence of a material adverse change in the financial condition of Lender, Borrower may prepay the Loan with no Prepayment Fee and, if Borrower does not elect to prepay the Loan, the Unused Revolving Loan Fee will be waived until such time as Lender confirms in writing its ability to make Revolving Loan Advances. (h) neither Agent nor Lender shall have determined in good faith that there is any action, proceeding or investigation by or before any Governmental Authority affecting Borrower or any of its Affiliates or Property (including, without limitation, any Mortgage Loan pledged to Agent for the benefit of Lender hereunder), which, in the good faith judgment of Agent or Lender, as the case may be, is reasonably likely to be adversely determined and which, in the good faith judgment of Agent or Lender, as the case may be, if decided adversely, would have a reasonable likelihood of having a Material Adverse Effect.satisfied: (i) As of the Effective Date last day of the then most recently ended fiscal quarter of the Borrower, the Consolidated Fixed Charge Coverage Ratio of the Borrower and its Qualified Subsidiaries for the preceding four fiscal quarters ended as of such date of each Revolving Loan Advance, Borrower shall be in compliance with the financial covenants set forth in Section 7.18 of this Agreement, as confirmed by Agent in its reasonable discretion. Each request for a borrowing by Borrower hereunder shall constitute a certification by Borrower that all the conditions set forth in Section 5.01 and the conditions set forth in Section 5.02(a), (b), (e) and (f) have been satisfied (both as of the date of such notice, request equal to or confirmation and as of the date of such borrowing).greater than 2.00 to 1.00;

All Loans. The making Notwithstanding any provision contained herein to the contrary, none of each the Banks shall have any obligation to make any further Revolving Credit Loan hereunder or to convert any Loan to Borrower (including the Term a LIBOR Loan or to extend any LIBOR Loan for a new Interest Period, and all Revolving Whitney shall have no obligation to make any further Swing Loan Advances) is subject to the satisfaction of the following further conditions precedenthereunder, both immediately prior to the making of such Loan and also after giving effect thereto and to the intended use thereofunless: (a) With respect to any new Revolving Credit Loan advance, the Agent shall have received a Borrowing Notice for such Revolving Credit Loan as required by Section 3.3; (b) With respect to any conversion of a Loan to or continuation of any Loan as a LIBOR Loan, the Agent shall have received the notice for such conversion or continuation as required by Section 5.1; (c) On the date of and immediately after giving effect to such Revolving Credit Loan, such Swing Loan or such interest rate conversion or extension, no Default or Event of Default under this Agreement shall have occurred and be continuing; (bd) both immediately prior No change in the Properties, assets, liabilities, business, operations, prospects, income or condition (financial or otherwise) of Borrower and its Subsidiaries taken as a whole and having a Material Adverse Effect shall have occurred since December 31, 1998, and be continuing; and (e) Except for subsequent changes consented to in writing by the making Required Banks after the effective date hereof, or as permitted pursuant to this Agreement or the other Transaction Documents, all of such Loan and also after giving effect thereto and to the intended use thereof, the representations and warranties made by of Borrower contained in Section 6 7 of this Agreement and Schedule 1 hereof, of Borrower and elsewhere its Subsidiaries contained in each of the Loan Documents, other Transaction Documents shall be true, true and correct and complete in all material respects on and as of the date of the making of such Revolving Credit Loan, such Swing Loan in all material respects (in the case of the representations and warranties in Section 6.10 and Schedule 1, solely with respect to Mortgage Loans and Eligible Securities included in the Borrowing Base) with the same force and effect or such interest rate conversion or continuation as if made on and as of the date of such Revolving Credit Loan, such Swing Loan or such interest rate conversion or continuation (except to the extent that such representations and warranties expressly relate solely to an earlier date (or, if any in which case such representation or warranty is expressly stated to and warranties shall have been made as of a specific date, true and correct on and as of such specific earlier date)). Agent shall have received an officer's certificate signed Each request for a Revolving Credit Loan by Borrower hereunder, each request for a Responsible Officer of Swing Loan by Borrower certifying as hereunder and each request by Borrower to the truth, accuracy and completeness of the above, which certificate shall specifically include a statement that Borrower is in compliance with all governmental licenses and authorizations, statutory and regulatory requirements, and is qualified convert any Loan to do business and in good standing in all required jurisdictions, and that such borrowing does not violate restrictions imposed upon Borrower or continue any Loan as a Registered Investment Company or otherwise; (c) the aggregate outstanding principal amount of the Loans (including the Revolving LIBOR Loan Advance then being made by Lender) shall not exceed the Borrowing Base; (d) subject to Agent's right to perform one or more Due Diligence Reviews pursuant to Section 12.15 hereof, Agent shall have completed its due diligence review of the Mortgage Loan Documents for each Mortgage Loan included in the Collateral and such other documents, records, agreements, instruments, mortgaged properties or information relating to such Mortgage Loans as Agent in its sole discretion deems appropriate to review and such review shall be satisfactory to Agent in its sole discretion; (e) Agent shall have received from the Custodian a Mortgage Loan Schedule and Exception Report with Exceptions as are acceptable to Agent in its sole discretion in respect of Eligible Mortgage Loans deemed to be included in a representation and warranty by Borrower on the Collateral; (f) Agent shall have received from Borrower a Borrower's Release Letter substantially in the form date of Exhibit D hereto (such Revolving Credit Loan, such Swing Loan or such other form acceptable to Agent) covering each Mortgage Loan to be pledged to Agent, for the benefit of Lender; (g) there shall not have occurred a material adverse change in the financial condition of Lender which affects (conversion or can reasonably be expected to affect) materially and adversely the ability of Lender to fund its obligations under this Agreement; provided, however, if a Revolving Loan Advance is not made due to the occurrence of a material adverse change in the financial condition of Lender, Borrower may prepay the Loan with no Prepayment Fee and, if Borrower does not elect to prepay the Loan, the Unused Revolving Loan Fee will be waived until such time as Lender confirms in writing its ability to make Revolving Loan Advances. (h) neither Agent nor Lender shall have determined in good faith that there is any action, proceeding or investigation by or before any Governmental Authority affecting Borrower or any of its Affiliates or Property (including, without limitation, any Mortgage Loan pledged to Agent for the benefit of Lender hereunder), which, in the good faith judgment of Agent or Lendercontinuation, as the case may be, is reasonably likely as to be adversely determined and which, the facts specified in the good faith judgment of Agent or Lender, as the case may be, if decided adversely, would have a reasonable likelihood of having a Material Adverse Effect. clauses (i) As of the Effective Date and the date of each Revolving Loan Advance, Borrower shall be in compliance with the financial covenants set forth in Section 7.18 of this Agreement, as confirmed by Agent in its reasonable discretion. Each request for a borrowing by Borrower hereunder shall constitute a certification by Borrower that all the conditions set forth in Section 5.01 and the conditions set forth in Section 5.02(ac), (b), d) and (e) and (f) have been satisfied (both as of the date of such notice, request or confirmation and as of the date of such borrowing)this Section 6.2.