Common use of Conditions Precedent to Advances Clause in Contracts

Conditions Precedent to Advances. (a) The Initial Purchasers shall not be obligated to make an Advance on any Advance Date unless the following conditions have been satisfied or waived by the Initial Purchasers: (i) The representations and warranties of the Issuer in Section 3.25 of the Indenture and of the Servicer and the Originator, as applicable, set forth in Sections 3.01, 3.02, 3.04 and 3.06 of the Sale and Servicing Agreement are true and correct on and as of such Advance Date, before and after giving effect to such Advance; (ii) The Investment Period Termination Date shall not have occurred and as of the date of the Advance Request, (A) the aggregate Outstanding Loan Balance of Loans that became Defaulted Loans since the Amendment Date is less than $25,000,000 and (B) no Rapid Amortization Event has occurred since the Amendment Date; (iii) No Event of Default, Rapid Amortization Event or Servicer Default has occurred since the Amendment Date or will occur, after giving effect to such Advance; (iv) After giving effect to such Advance and to the application of proceeds therefrom, the Aggregate Outstanding Note Balance will not exceed the Borrowing Base; (v) After giving effect to such Advance and to the application of proceeds therefrom, the Aggregate Outstanding Note Balance shall not exceed the Commitment Amount; (vi) The Issuer shall have caused the Required Loan Documents for any Loans being acquired on such Advance Date to be delivered to the Custodian in accordance with the Sale and Servicing Agreement; (vii) To the extent the Issuer is directing that Principal Proceeds be withdrawn from the Collection Account and deposited to the Principal Reinvestment Account on such Advance Date, the Issuer reasonably believes that funds on deposit in the Collection Account will be sufficient to pay Required Payments on the next Payment Date; and (viii) At the time of any Advance, the Notes have a rating of no lower than “A (low) (sf)” from the Rating Agency. (b) To the extent the Initial Purchasers shall fund an Advance on an Advance Date, it shall be deemed to have agreed that each of the foregoing conditions have been satisfied or waived as to such Advance and Advance Date.

Conditions Precedent to Advances. (a) The Initial Purchasers shall not be obligated Notwithstanding any other provision of this Agreement, the obligation of Lender to make an Advance advances or other extensions of credit under the Credit Facilities on any Advance Date unless or after the Closing Date, including, without limitation, the additional Term A Loan made pursuant to Section 2.3(a)(ii) and the Term C Loan made pursuant to Section 2.3(c), shall be subject to the completion of the following conditions have been satisfied or waived by precedent, each to the Initial Purchaserssatisfaction of Lender in its sole discretion: (ia) The representations and warranties on the part of the Issuer Borrower contained in Section 3.25 of the Indenture and of the Servicer and the Originator, as applicable, set forth in Sections 3.01, 3.02, 3.04 and 3.06 of the Sale and Servicing Agreement are Article IV shall be true and correct on and as of such Advance Date, before and after giving effect to such Advance; (ii) The Investment Period Termination Date shall not have occurred in all material respects at and as of the date of disbursement or advance, as though made on and as of such date (except to the Advance Request, (A) extent that such representations and warranties expressly relate solely to an earlier date and except that the aggregate Outstanding Loan Balance references in Section 4.7 to financial statements shall be deemed to be a reference to the then most recent annual and interim financial statements of Loans that became Defaulted Loans since the Amendment Date is less than $25,000,000 and (B) no Rapid Amortization Event has occurred since the Amendment DateBorrower furnished to Lender pursuant to Section 5.1); (iiib) No Event Default shall have occurred and be continuing or would result from the making of Defaultthe disbursement or advance; provided, Rapid Amortization Event or Servicer however, the condition precedent set forth in this clause (b) with respect to any Default has that shall have occurred since and be continuing under Section 5.17 shall apply only upon Borrower’s request for advances under the Amendment Date or will occur, after giving effect to such AdvanceRevolving Credit Facility; (ivc) After giving effect No event has occurred that has caused, or would be reasonably likely to such Advance and to result in a, Material Adverse Effect since the application date of proceeds therefrom, the Aggregate Outstanding Note Balance will not exceed the Borrowing Base; (v) After giving effect to such Advance and to the application of proceeds therefrom, the Aggregate Outstanding Note Balance shall not exceed the Commitment Amount; (vi) The Issuer shall have caused the Required Loan Documents for any Loans being acquired on such Advance Date to be delivered to the Custodian in accordance with the Sale and Servicing this Agreement; (viid) To Borrower has delivered to Lender a Borrowing Base Certificate in accordance with Section 2.2(d) with respect to Revolving Credit Loans; (e) Borrower shall have complied with the extent the Issuer is directing that Principal Proceeds be withdrawn from the Collection Account and deposited to the Principal Reinvestment Account on such Advance Date, the Issuer reasonably believes that funds on deposit in the Collection Account will be sufficient to pay Required Payments on the next Payment Daterequirements of Section 2.11(c); and (viiif) At Borrower shall have raised at least $5,000,000 through the time issuance of any Advance, the Notes have a rating Stock of no lower than “A (low) (sf)” from the Rating AgencyNimbleGen for cash consideration to one or more existing or new investors. (bg) To Borrower shall have completed item (c) of Exhibit D hereto regarding the extent delivery of certain additional material agreements, notes, consulting agreements and other documents. The request and acceptance by Borrower of the Initial Purchasers shall fund an Advance on an Advance Date, it proceeds of any advance in respect of the Credit Facilities shall be deemed to have agreed that each constitute, as of the foregoing date of such request and as of the date of such acceptance, (i) a representation and warranty by Borrower that all of the conditions in this Section 3.2 have been satisfied or waived as and (ii) a restatement by Borrower that the representations and warranties made by it in any Loan Document are true and correct in all material respects (except to the extent that such Advance representations and Advance Datewarranties expressly related solely to an earlier date and except that the references in Section 4.7 to financial statements shall be deemed to be a reference to the then most recent and annual and interim financial statements of Borrower furnished to Lender pursuant to Section 5.1) and a reaffirmation by Borrower of the granting and continuance of Lender’s Liens in the Collateral under the Loan Documents.

Conditions Precedent to Advances. (a) The Initial Purchasers shall not be obligated to make an Advance on any Advance Date unless the following conditions have been satisfied or waived by the Initial Purchasers: (i) The representations and warranties of the Issuer in Section 3.25 of the Indenture and of the Servicer and the Originator, as applicable, set forth in Sections 3.01, 3.02, 3.04 and 3.06 of the Sale and Servicing Agreement are true and correct on and as of such Advance Date, before and after giving effect to such Advance; (ii) The Investment Period Termination Date shall not have occurred and as of the date of the Advance Request, (A) the aggregate Outstanding Loan Balance of Loans that became Defaulted Loans since the Amendment Date is less than $25,000,000 and (B) no Rapid Amortization Event has occurred since the Amendment Date; (iii) No Event of Default, Rapid Amortization Event or Servicer Default has occurred since the Amendment Date or will occur, after giving effect to such Advance; (iv) After giving effect to such Advance and to the application of proceeds therefrom, the Aggregate Outstanding Note Balance will not exceed the Borrowing Base; (v) After giving effect to such Advance and to the application of proceeds therefrom, the Aggregate Outstanding Note Balance shall not exceed the Commitment Amount; (vi) The Issuer shall have caused the Required Loan Documents for any Loans being acquired on such Advance Date to be delivered to the Custodian in accordance with the Sale and Servicing Agreement; (vii) To the extent the Issuer is directing that Principal Proceeds be withdrawn from the Collection Account and deposited to the Principal Reinvestment Account on such Advance Date, the Issuer reasonably believes that funds on deposit in the Collection Account will be sufficient to pay Required Payments on the next Payment Date; and (viii) At the time of any Advance, the Notes have a rating of no lower than “A (low) (sf)” from the Rating Agency. (b) To the extent the Initial Purchasers shall fund an Advance on an Advance Date, it shall be deemed to have agreed that each of the foregoing conditions have been satisfied or waived as to such Advance and Advance Date.

Conditions Precedent to Advances. The obligation of Lender to make Advances is subject to the fulfillment, to the satisfaction of Lender in its sole and absolute discretion, of each of the following conditions; provided, however, that Lender, in its sole and absolute discretion, may waive any of the following conditions: (a) The Initial Purchasers With respect to Revolving Loan Advances, the amount of any new Revolving Loan Advance, together with the amount of all prior Revolving Loan Advances then outstanding and the aggregate stated amount of all Letters of Credit then outstanding, shall not exceed the Revolving Loan Amount then in effect; (b) With respect to Term Out Loan Advances, (i) Lender shall have received a Request for Term Out Loan Advance pursuant to Section 2.2(b); (ii) the amount of the requested Term Out Loan Advance, together with the amount of all prior Term Out Loan Advances previously made, shall not exceed the Term Out Loan Amount; (iii) the sum of the Revolving Loan Amount, as in effect from time to time, and the original aggregate principal amount of all Term Out Loan Advances made from time to time shall not exceed $40,000,000; (iv) the principal amount of any Term Out Loan Advance shall be not less than $5,000,000 and increments of $5,000,000 in excess thereof; (v) Borrower shall have executed and delivered to Lender a Term Out Loan Note for the amount of such Term Out Loan Advance; (vi) Borrower shall be in pro forma compliance with the fixed charge coverage ratio covenant set forth in Section 6.8(b); and (vi) the date such Term Out Loan Advance is to be made shall not be obligated to make an Advance on any Advance Date unless after the following conditions have been satisfied end of the Term Out Loan Draw Period; (c) No Event of Default shall exist and be continuing or waived by the Initial Purchasers: shall result from such Advance; (id) The representations and warranties of made by Borrower contained herein and in the Issuer in Section 3.25 of the Indenture and of the Servicer and the Originator, as applicable, set forth in Sections 3.01, 3.02, 3.04 and 3.06 of the Sale and Servicing Agreement are other Loan Documents shall be true and correct in all material respects on and as of such Advance Date, before and after giving effect to such Advance; (ii) The Investment Period Termination Date shall not have occurred and as of the date of such Advance with the same effect as if made on and as of the date of such Advance Request(except to the extent such representations and warranties expressly refer to an earlier date, (A) the aggregate Outstanding Loan Balance in which case they shall be true and correct in all material respects as of Loans that became Defaulted Loans since the Amendment Date is less than $25,000,000 such earlier date); and (Be) no Rapid Amortization Event has occurred since the Amendment Date; (iii) No Event of Default, Rapid Amortization Event or Servicer Default has occurred since the Amendment Date or will occur, after giving effect to such Advance; (iv) After giving effect to such Advance and to the application of proceeds therefrom, the Aggregate Outstanding Note Balance will not exceed the Borrowing Base; (v) After giving effect to such Advance and to the application of proceeds therefrom, the Aggregate Outstanding Note Balance shall not exceed the Commitment Amount; (vi) The Issuer Borrower shall have caused provided such additional information and documents as Lender may reasonably request. Each Request for Term Out Loan Advance submitted by Borrower hereunder, and the Required acceptance of each Revolving Loan Documents for any Loans being acquired on such Advance Date to be delivered to the Custodian in accordance with the Sale and Servicing Agreement; (vii) To the extent the Issuer is directing that Principal Proceeds be withdrawn from the Collection Account and deposited to the Principal Reinvestment Account on such Advance Date, the Issuer reasonably believes that funds on deposit in the Collection Account will be sufficient to pay Required Payments on the next Payment Date; and (viii) At the time of any Advance, the Notes have shall constitute a rating of no lower than “A (low) (sf)” from the Rating Agency. (b) To the extent the Initial Purchasers shall fund an Advance on an Advance Daterepresentation and warranty by Borrower hereunder, it shall be deemed to have agreed that each as of the foregoing date of each such request and as of the date of each Advance, that the conditions have been satisfied or waived as to such Advance and Advance Datein this Section 2.3 are satisfied.

Conditions Precedent to Advances. The obligation of Lender to make Advances is subject to the fulfillment, to the satisfaction of Lender in its sole and absolute discretion, of each of the following conditions; provided, however, that Lender, in its sole and absolute discretion, may waive any of the following conditions: (a) The Initial Purchasers With respect to Revolving Loan Advances, the amount of any new Revolving Loan Advance, together with the amount of all prior Revolving Loan Advances then outstanding and the aggregate stated amount of all Letters of Credit then outstanding, shall not exceed the Revolving Loan Amount then in effect; (b) With respect to Term Out Loan Advances, (i) Lender shall have received a Request for Term Out Loan Advance pursuant to Section 2.2(b); (ii) the amount of the requested Term Out Loan Advance, together with the amount of all prior Term Out Loan Advances previously made, shall not exceed the Term Out Loan Amount; (iii) the sum of the Revolving Loan Amount, as in effect from time to time, and the original aggregate principal amount of all Term Out Loan Advances made from time to time shall not exceed $40,000,000; (iv) the principal amount of any Term Out Loan Advance shall be not less than $5,000,000 and increments of $5,000,000 in excess thereof; (v) Borrower shall have executed and delivered to Lender a Term Out Loan Note for the amount of such Term Out Loan Advance; (vi) Borrower shall be in pro forma compliance with the fixed charge coverage ratio covenant set forth in Section 6.8(b); and (vi) the date such Term Out Loan Advance is to be made shall not be obligated to make an Advance on any Advance Date unless after the following conditions have been satisfied or waived by end of the Initial Purchasers:Term Out Loan Draw Period; (ic) No Event of Default shall exist and be continuing or shall result from such Advance; (d) The representations and warranties of made by Borrower contained herein and in the Issuer in Section 3.25 of the Indenture and of the Servicer and the Originator, as applicable, set forth in Sections 3.01, 3.02, 3.04 and 3.06 of the Sale and Servicing Agreement are other Loan Documents shall be true and correct in all material respects on and as of such Advance Date, before and after giving effect to such Advance; (ii) The Investment Period Termination Date shall not have occurred and as of the date of the Advance Request, (A) the aggregate Outstanding Loan Balance of Loans that became Defaulted Loans since the Amendment Date is less than $25,000,000 and (B) no Rapid Amortization Event has occurred since the Amendment Date; (iii) No Event of Default, Rapid Amortization Event or Servicer Default has occurred since the Amendment Date or will occur, after giving effect to such Advance; (iv) After giving effect to such Advance with the same effect as if made on and as of the date of such Advance (except to the application extent such representations and warranties expressly refer to an earlier date, in which case they shall be true and correct in all material respects as of proceeds therefrom, the Aggregate Outstanding Note Balance will not exceed the Borrowing Base; (v) After giving effect to such Advance and to the application of proceeds therefrom, the Aggregate Outstanding Note Balance shall not exceed the Commitment Amount; (vi) The Issuer shall have caused the Required Loan Documents for any Loans being acquired on such Advance Date to be delivered to the Custodian in accordance with the Sale and Servicing Agreement; (vii) To the extent the Issuer is directing that Principal Proceeds be withdrawn from the Collection Account and deposited to the Principal Reinvestment Account on such Advance Date, the Issuer reasonably believes that funds on deposit in the Collection Account will be sufficient to pay Required Payments on the next Payment Dateearlier date); and (viiie) At Borrower shall have provided such additional information and documents as Lender may reasonably request. Each Request for Term Out Loan Advance submitted by Borrower hereunder, and the time acceptance of any each Revolving Loan Advance, the Notes have shall constitute a rating of no lower than “A (low) (sf)” from the Rating Agency. (b) To the extent the Initial Purchasers shall fund an Advance on an Advance Daterepresentation and warranty by Borrower hereunder, it shall be deemed to have agreed that each as of the foregoing date of each such request and as of the date of each Advance, that the conditions have been satisfied or waived as to such Advance and Advance Datein this Section 2.3 are satisfied.

Conditions Precedent to Advances. (a) The Initial Purchasers Notwithstanding any other provision of this Agreement, no Loan proceeds, Revolving Credit Loans, advances or other extensions of credit under the Loan shall not be obligated to make an Advance on any Advance Date disbursed hereunder unless the following conditions have been satisfied or waived by the Initial Purchasersimmediately prior to such disbursement: (ia) The representations and warranties on the part of the Issuer Borrowers (excluding any Borrower that is then deemed to be a Defaulted Borrower pursuant to Section 8.1 (b) hereof) contained in Section 3.25 Article IV of the Indenture and of the Servicer and the Originator, as applicable, set forth in Sections 3.01, 3.02, 3.04 and 3.06 of the Sale and Servicing this Agreement are shall be true and correct on and as of such Advance Date, before and after giving effect to such Advance; (ii) The Investment Period Termination Date shall not have occurred in all material respects at and as of the date of disbursement or advance, as though made on and as of such date, except as follows (i) to the Advance Requestextent that such representations and warranties expressly relate solely to an earlier date, (Aii) the aggregate Outstanding Loan Balance references in Section 4.7 to financial statements shall be deemed to be a reference to the then most recent annual and interim financial statements of Loans that became Defaulted Loans since the Amendment Date is less than $25,000,000 and (B) no Rapid Amortization Event has occurred since the Amendment Date; Borrowers furnished to Lender pursuant to Section 6.1 hereof, (iii) No Event of Defaultsuch representations and warranties shall be deemed to have been supplemented by any written updates pertaining thereto, Rapid Amortization Event or Servicer Default has occurred since the Amendment Date or will occur, after giving effect as delivered by Borrowers to such Advance; Lender from time to time and (iv) After giving effect to such Advance and to the application Borrower's reaffirmation of proceeds therefrom, the Aggregate Outstanding Note Balance will not exceed the Borrowing Base; (v) After giving effect to such Advance and to the application of proceeds therefrom, the Aggregate Outstanding Note Balance Section 4.17 shall not exceed the Commitment Amount; (vi) The Issuer shall be deemed only a representation that any changes in Borrower's ownership have caused the Required Loan Documents for any Loans being acquired on such Advance Date to be delivered to the Custodian been in accordance with the Sale and Servicing Agreement; (vii) To the extent the Issuer is directing that Principal Proceeds be withdrawn from the Collection Account and deposited to the Principal Reinvestment Account on such Advance Date, the Issuer reasonably believes that funds on deposit in the Collection Account will be sufficient to pay Required Payments on the next Payment Date; and (viii) At the time of any Advance, the Notes have a rating of no lower than “A (low) (sf)” from the Rating AgencySection 7.14 hereof. (b) To No Event of Default (other than a Limited Event of Default) or event which, with the extent the Initial Purchasers shall fund an Advance on an Advance Date, it shall be deemed to have agreed that each giving of notice of the foregoing conditions lapse of time, or both, could become an Event of Default (other than a Limited Event of Default) shall have been satisfied occurred and be continuing or waived would result from the making of the disbursement or advance. (c) No event or events have occurred which have caused a material adverse change in the condition (financial or otherwise), properties, business, or operations of Borrowers, taken as a whole, shall have occurred and be continuing with respect to such Advance and Advance DateBorrowers, taken as a whole, since the date hereof.

Conditions Precedent to Advances. (a) The Initial Purchasers Notwithstanding any other provision of this Agreement, no advances or other extensions of credit under the Credit Facilities shall not be obligated to make an Advance on any Advance Date disbursed under this Agreement unless the following conditions have been satisfied or waived by the Initial Purchasersimmediately before such disbursement: (ia) The representations and warranties on the part of the Issuer Borrower contained in Section 3.25 Article IV of the Indenture and of the Servicer and the Originator, as applicable, set forth in Sections 3.01, 3.02, 3.04 and 3.06 of the Sale and Servicing this Agreement are shall be true and correct on and as of such Advance Date, before and after giving effect to such Advance; (ii) The Investment Period Termination Date shall not have occurred in all material respects at and as of the date of disbursement or advance, as though made on and as of such date (except to the Advance Request, (A) extent that such representations and warranties expressly relate solely to an earlier date and except that the aggregate Outstanding Loan Balance references in Section 4.7 to financial statements shall be deemed to be a reference to the then most recent annual and interim financial statements of Loans that became Defaulted Loans since the Amendment Date is less than $25,000,000 and (B) no Rapid Amortization Event has occurred since the Amendment DateBorrower furnished to Lender pursuant to Section 5.1); (iiib) No Event Default shall have occurred and be continuing or would result from the making of Default, Rapid Amortization Event the disbursement or Servicer Default has occurred since the Amendment Date or will occur, after giving effect to such Advanceadvance; (ivc) After giving effect to such Advance and to No event has occurred that has caused a Material Adverse Effect since the application date of proceeds therefrom, the Aggregate Outstanding Note Balance will not exceed the Borrowing Base; (v) After giving effect to such Advance and to the application of proceeds therefrom, the Aggregate Outstanding Note Balance shall not exceed the Commitment Amount; (vi) The Issuer shall have caused the Required Loan Documents for any Loans being acquired on such Advance Date to be delivered to the Custodian in accordance with the Sale and Servicing this Agreement; (viid) To the extent the Issuer is directing that Principal Proceeds be withdrawn from the Collection Borrower has delivered to Lender a Borrowing Base certificate in accordance with Section 2.2(e); (e) The Lockbox Account and deposited the Concentration Account shall have been established pursuant to the Principal Reinvestment Account on such Advance Date, the Issuer reasonably believes that funds on deposit in the Collection Account will be sufficient to pay Required Payments on the next Payment DateSection 2.11; and (viiif) At Lender shall have received an appraisal of the time Eligible Inventory, in form and substance and from a qualified appraiser acceptable to Lender in its discretion. Lender shall be under no obligation to make any Revolving Credit Loan if Borrower shall have failed to deliver a Borrowing Base certificate in accordance with Section 2.2(e). The request and acceptance by Borrower of the proceeds of any Advance, advance in respect of the Notes have a rating of no lower than “A (low) (sf)” from the Rating Agency. (b) To the extent the Initial Purchasers shall fund an Advance on an Advance Date, it Credit Facilities shall be deemed to have agreed that each constitute, as of the foregoing date of such request and as of the date of such acceptance, (i) a representation and warranty by Borrower that all of the conditions in this Section 3.2 have been satisfied and (ii) a restatement by Borrower that each and every of the representations and warranties made by it in any Loan Document is true and correct in all material respects (except to the extent that such representations and warranties expressly related solely to an earlier date) and except that the references in Section 4.7 to financial statements shall be deemed to be a reference to the then most recent and annual and interim financial statements of Borrower furnished to Lender pursuant to Section 5.1(b) or waived as (c)) and a reaffirmation by Borrower of the granting and continuance of Lender’s Liens in the Collateral under the Loan Documents. Notwithstanding anything in this Agreement to such Advance the contrary, Lender may terminate its funding obligations under this Agreement without notice upon or after the occurrence (and Advance Dateduring the continuance) of an Event of Default.

Conditions Precedent to Advances. The obligation of the Lender to make any Advances under the Note is subject to the condition precedent that the Lender shall have received at least three Business Days before the date of such Advance, in form and substance satisfactory to the Lender: (a) The Initial Purchasers A Request Notice, the representations and warranties contained within which shall not be obligated to make an true and accurate as of the date of the Advance on any Advance Date unless the following conditions have been satisfied or waived by the Initial Purchasers:being requested; (ib) The representations and warranties of the Issuer contained in Section 3.25 of the Indenture and of the Servicer and the Originator, as applicable, set forth in Sections 3.01, 3.02, 3.04 and 3.06 of the Sale and Servicing Agreement are 5.0l below shall be true and correct on and as of the date of such requested Advance Date, before as though made on and after giving effect to as of such Advancedate; (iic) The Investment Period Termination Date As of the date of such requested Advance, no event shall have occurred and be continuing, or would result from the Advance requested thereby, which would constitute an Event of Default or would constitute an Event of Default but for the requirement that notice be given or time elapse, or both; (d) As of the date of such requested Advance, there shall not have occurred and as any material adverse change in the business or financial operations or condition of the Borrower or in its management; (e) As of the date of such requested Advance, there shall not be any pending, or to the Advance Requestbest of its knowledge, (A) threatened action or proceeding affecting the aggregate Outstanding Loan Balance Borrower before any court, governmental agency or arbitrator which is likely to have a materially adverse effect on the financial condition or operations of Loans that became Defaulted Loans since the Amendment Date is less than $25,000,000 and (B) no Rapid Amortization Event has occurred since the Amendment DateBorrower; (iiif) No Event The Borrower shall waive any claim or defense based upon the occurrence of Defaultany action or inaction of Lender on or prior to the date of such requested Advance which Borrower believes at such time may (i) be actionable against Lender, Rapid Amortization Event or Servicer Default has occurred since (ii) give rise to a defense to payment under the Amendment Date Loan Agreement or will occurthe Note for any reason, after giving effect to such Advanceincluding without limitation, commission of a tort or violation of any contractual duty or duty implied at law; (ivg) After giving effect to As of the date of such Advance and to the application of proceeds therefromrequested Advance, the Aggregate Outstanding Note Balance will not exceed the Borrowing Base; (v) After giving effect to such Advance and to the application death of proceeds therefrom, the Aggregate Outstanding Note Balance Lender shall not exceed the Commitment Amount; have occurred; (vih) The Issuer Lender, together with Lender's spouse and children and any entity of which Lender owns a majority interest, shall have caused continue to own directly and indirectly at least forty percent (40%) of the Required Loan Documents for any Loans being acquired on such Advance Date to be delivered to outstanding shares of Common Stock of the Custodian in accordance with the Sale and Servicing Agreement; (vii) To the extent the Issuer is directing that Principal Proceeds be withdrawn from the Collection Account and deposited to the Principal Reinvestment Account on such Advance Date, the Issuer reasonably believes that funds on deposit in the Collection Account will be sufficient to pay Required Payments on the next Payment DateBorrower; and (viiii) At Such approvals, opinions and documents as the time of any Advance, the Notes have a rating of no lower than “A (low) (sf)” from the Rating AgencyLender may reasonably request. (b) To the extent the Initial Purchasers shall fund an Advance on an Advance Date, it shall be deemed to have agreed that each of the foregoing conditions have been satisfied or waived as to such Advance and Advance Date.

Conditions Precedent to Advances. (a) The Initial Purchasers shall not Notwithstanding any -------------------------------- other provision of this Agreement, no DIP Loan proceeds, Revolving Credit Loans, advances or other extensions of credit under the DIP Loan will be obligated to make an Advance on any Advance Date disbursed hereunder unless the following conditions have been satisfied by Borrower (or waived in writing by the Initial PurchasersLender, in its sole discretion) immediately prior to each such disbursement: (ia) The Bankruptcy Court Order shall be in full force and effect. (b) Lender shall have received copies of certificates of insurance that show that the insurance requirements stated in Section 6Financial Printing GroupFinancial Printing Group(b) Lender shall have received copies of certificates of insurance that show that the insurance requirements stated in Section 6.6 of this Agreement have been satisfied, and that the insurance is in full force and effect. (c) The representations and warranties on the part of the Issuer Borrower contained in Section 3.25 Article IV of the Indenture and of the Servicer and the Originator, as applicable, set forth in Sections 3.01, 3.02, 3.04 and 3.06 of the Sale and Servicing this Agreement are will be true and correct on and as of such Advance Date, before and after giving effect to such Advance; (ii) The Investment Period Termination Date shall not have occurred in all respects at and as of the date of the Advance Requestdisbursement or advance, as though made on and as of such date (A) the aggregate Outstanding Loan Balance of Loans that became Defaulted Loans since the Amendment Date is less than $25,000,000 and (B) no Rapid Amortization Event has occurred since the Amendment Date; (iii) No Event of Default, Rapid Amortization Event or Servicer Default has occurred since the Amendment Date or will occur, after giving effect to such Advance; (iv) After giving effect to such Advance and except to the application of proceeds therefrom, extent that such representations and warranties expressly relate solely to an earlier date and except that the Aggregate Outstanding Note Balance references in Section 4.6 to financial statements will not exceed the Borrowing Base; (v) After giving effect be deemed to such Advance and be a reference to the application then most recent annual and interim financial statements. of proceeds therefrom, the Aggregate Outstanding Note Balance shall not exceed the Commitment Amount; (vi) The Issuer shall have caused the Required Loan Documents for any Loans being acquired on such Advance Date Borrower furnished to be delivered Lender pursuant to the Custodian in accordance with the Sale and Servicing Agreement; (vii) To the extent the Issuer is directing that Principal Proceeds be withdrawn from the Collection Account and deposited to the Principal Reinvestment Account on such Advance Date, the Issuer reasonably believes that funds on deposit in the Collection Account will be sufficient to pay Required Payments on the next Payment Date; and (viii) At the time of any Advance, the Notes have a rating of no lower than “A (low) (sfSection 6.1 hereof)” from the Rating Agency. (bd) To No Default or Event of Default will have occurred and be continuing or would result from the extent the Initial Purchasers shall fund an Advance on an Advance Date, it shall be deemed to have agreed that each making of the foregoing conditions disbursement or advance. (e) No material adverse change in the condition (financial or otherwise), properties, business, or operations of Borrower will have been satisfied or waived as occurred and be continuing with respect to such Advance and Advance DateBorrower since the date hereof.

Conditions Precedent to Advances. The obligation of the Lender to make any Advances under the Note is subject to the condition precedent that the Lender shall have received at least three Business Days before the date of such Advance, in form and substance satisfactory to the Lender: (a) The Initial Purchasers shall not be obligated to make an Advance on any Advance Date unless A Request Notice, the following conditions have been satisfied or waived by the Initial Purchasers: (i) The representations and warranties of the Issuer in Section 3.25 of the Indenture and of the Servicer and the Originator, as applicable, set forth in Sections 3.01, 3.02, 3.04 and 3.06 of the Sale and Servicing Agreement are contained within which shall be true and correct on and as of such Advance Date, before and after giving effect to such Advance; (ii) The Investment Period Termination Date shall not have occurred and accurate as of the date of the Advance Request, (A) the aggregate Outstanding Loan Balance of Loans that became Defaulted Loans since the Amendment Date is less than $25,000,000 and (B) no Rapid Amortization Event has occurred since the Amendment Datebeing requested; (iiib) No Event The representations and warranties contained in Section 4.0l below shall be true and correct in all material respects on and as of Default, Rapid Amortization Event or Servicer Default has occurred since the Amendment Date or will occur, after giving effect to date of such Advancerequested Advance as though made on and as of such date; (ivc) After giving effect to As of the date of such requested Advance, no event shall have occurred and be continuing, or would result from the Advance and to requested thereby, which would constitute an Event of Default or would constitute an Event of Default but for the application of proceeds therefromrequirement that notice be given or time elapse, the Aggregate Outstanding Note Balance will not exceed the Borrowing Baseor both; (vd) After giving effect to As of the date of such Advance and to the application of proceeds therefromrequested Advance, the Aggregate Outstanding Note Balance there shall not exceed have occurred any material adverse change in the Commitment Amountbusiness or financial operations or condition of the Borrower or in its management; (vie) The Issuer As of the date of such requested Advance, all loan proceeds available under the Supplemental Credit Facility shall have caused the Required Loan Documents for any Loans being acquired on such Advance Date been advanced to be delivered Borrower and shall remain outstanding, except to the Custodian in accordance with extent that any portion of the Sale outstanding balance under the Supplemental Credit Facility is converted into shares of Common Stock pursuant to the terms of the Supplemental Credit Facility Note and Servicing the Supplemental Credit Facility Credit Agreement. (f) As of the date of such requested Advance, there shall not be any pending, or to the best of its knowledge, threatened action or proceeding affecting the Borrower before any court, governmental agency or arbitrator which is likely to have a materially adverse effect on the financial condition or operations of the Borrower; (viig) To The Borrower shall waive any claim or defense based upon the extent the Issuer is directing that Principal Proceeds be withdrawn from the Collection Account and deposited occurrence of any action or inaction of Lender on or prior to the Principal Reinvestment Account on date of such requested Advance Datewhich Borrower believes at such time may (i) be actionable against Lender, or (ii) give rise to a defense to payment under the Loan Agreement or the Note for any reason, including without limitation, commission of a tort or violation of any contractual duty or duty implied at law; (h) As of the date of such requested Advance, the Issuer reasonably believes that funds on deposit in death of Lender shall not have occurred; (i) The Lender, together with Lender's spouse and children and any entity of which Lender or Lender's spouse owns a majority interest, shall continue to own directly and indirectly at least forty percent (40%) of the Collection Account will be sufficient to pay Required Payments on outstanding shares of Common Stock of the next Payment DateBorrower; and (viiij) At Such approvals, opinions and documents as the time of any Advance, the Notes have a rating of no lower than “A (low) (sf)” from the Rating AgencyLender may reasonably request. (b) To the extent the Initial Purchasers shall fund an Advance on an Advance Date, it shall be deemed to have agreed that each of the foregoing conditions have been satisfied or waived as to such Advance and Advance Date.

Conditions Precedent to Advances. (a) The Initial Purchasers Notwithstanding any other provision of this Agreement, no advances or other extensions of credit under the Credit Facilities shall not be obligated to make an Advance on any Advance Date disbursed under this Agreement unless the following conditions have been satisfied or waived by the Initial Purchasersimmediately before such disbursement: (ia) The representations and warranties on the part of the Issuer Borrower contained in Section 3.25 Article IV of the Indenture and of the Servicer and the Originator, as applicable, set forth in Sections 3.01, 3.02, 3.04 and 3.06 of the Sale and Servicing this Agreement are shall be true and correct on and as of such Advance Date, before and after giving effect to such Advance; (ii) The Investment Period Termination Date shall not have occurred in all respects at and as of the date of the Advance Requestdisbursement or advance, as though made on and as of such date (A) the aggregate Outstanding Loan Balance of Loans that became Defaulted Loans since the Amendment Date is less than $25,000,000 and (B) no Rapid Amortization Event has occurred since the Amendment Date; (iii) No Event of Default, Rapid Amortization Event or Servicer Default has occurred since the Amendment Date or will occur, after giving effect to such Advance; (iv) After giving effect to such Advance and except to the application of proceeds therefrom, extent that such representations and warranties expressly relate solely to an earlier date and except that the Aggregate Outstanding Note Balance will not exceed the Borrowing Base; (v) After giving effect references in Section 4.7 to such Advance and financial statements shall be deemed to be a reference to the application then most recent annual and interim financial statements of proceeds therefrom, the Aggregate Outstanding Note Balance shall not exceed the Commitment Amount; (vi) The Issuer shall have caused the Required Loan Documents for any Loans being acquired on such Advance Date Borrower furnished to be delivered Lender pursuant to the Custodian in accordance with the Sale and Servicing Agreement; (vii) To the extent the Issuer is directing that Principal Proceeds be withdrawn from the Collection Account and deposited to the Principal Reinvestment Account on such Advance Date, the Issuer reasonably believes that funds on deposit in the Collection Account will be sufficient to pay Required Payments on the next Payment Date; and (viii) At the time of any Advance, the Notes have a rating of no lower than “A (low) (sfSection 5.1)” from the Rating Agency. (b) To No Default shall have occurred and be continuing or would result from the extent making of the Initial Purchasers disbursement or advance. (c) No Material Adverse Effect shall fund an Advance on an Advance Date, it have occurred and be continuing since the date of this Agreement. The request and acceptance by Borrower of the proceeds of any advance in respect of the Credit Facilities shall be deemed to have agreed that each constitute, as of the foregoing date of such request and as of the date of such acceptance, (i) a representation and warranty by Borrower that all of the conditions in this Section 3.2 have been satisfied and (ii) a restatement by Borrower of each and every of the representations and warranties made by it in any Loan Document and a reaffirmation by Borrower of the granting and continuance of Lender’s Liens in the Collateral under the Loan Documents. Notwithstanding anything in this Agreement to the contrary, Lender may terminate its funding obligations under this Agreement without notice upon or waived as to such Advance and Advance Dateafter the occurrence of an Event of Default.

Conditions Precedent to Advances. (a) The Initial Purchasers Notwithstanding any other provision of this Agreement, no Loan proceeds, Revolving Credit Loans, advances or other extensions of credit under the Loan shall not be obligated to make an Advance on any Advance Date disbursed hereunder unless the following conditions have been satisfied or waived by the Initial Purchasersimmediately prior to such disbursement: (ia) The representations and warranties on the part of the Issuer Borrowers (excluding any Borrower that is then deemed to be a Defaulted Borrower pursuant to Section 8.1 (b) hereof) contained in Section 3.25 Article IV of the Indenture and of the Servicer and the Originator, as applicable, set forth in Sections 3.01, 3.02, 3.04 and 3.06 of the Sale and Servicing this Agreement are shall be true and correct on and as of such Advance Date, before and after giving effect to such Advance; (ii) The Investment Period Termination Date shall not have occurred in all material respects at and as of the date of disbursement or advance, as though made on and as of such date, except as follows (i) to the Advance Requestextent that such representations and warranties expressly relate solely to an earlier date, (Aii) the aggregate Outstanding Loan Balance references in Section 4.7 to financial statements shall be deemed to be a reference to the then most recent annual and interim financial statements of Loans that became Defaulted Loans since the Amendment Date is less than $25,000,000 and (B) no Rapid Amortization Event has occurred since the Amendment Date; Borrowers furnished to Lender pursuant to Section 6.1 hereof, (iii) No Event of Defaultsuch representations and warranties shall be deemed to have been supplemented by any written updates pertaining thereto, Rapid Amortization Event or Servicer Default has occurred since the Amendment Date or will occur, after giving effect as delivered by Borrowers to such Advance; Lender from time to time and (iv) After giving effect to such Advance and to the application Borrower's reaffirmation of proceeds therefrom, the Aggregate Outstanding Note Balance will not exceed the Borrowing Base; (v) After giving effect to such Advance and to the application of proceeds therefrom, the Aggregate Outstanding Note Balance Section 4.17 shall not exceed the Commitment Amount; (vi) The Issuer shall be deemed only a representation that any changes in Borrower's ownership have caused the Required Loan Documents for any Loans being acquired on such Advance Date to be delivered to the Custodian been in accordance with the Sale and Servicing Agreement; (vii) To the extent the Issuer is directing that Principal Proceeds be withdrawn from the Collection Account and deposited to the Principal Reinvestment Account on such Advance Date, the Issuer reasonably believes that funds on deposit in the Collection Account will be sufficient to pay Required Payments on the next Payment Date; and (viii) At the time of any Advance, the Notes have a rating of no lower than “A (low) (sf)” from the Rating AgencySection 7.14 hereof. (b) To No Event of Default (other than a limited Event of Default) or event which, with the extent the Initial Purchasers shall fund an Advance on an Advance Date, it shall be deemed to have agreed that each giving of notice of the foregoing conditions lapse of time, or both, could become an Event of Default (other than a Limited Event of Default) shall have been satisfied occurred and be continuing or waived would result from the making of the disbursement or advance. (c) No event or events have occurred which have caused a material adverse change in the condition (financial or otherwise), properties, business, or operations of Borrowers, taken as a whole, shall have occurred and be continuing with respect to such Advance and Advance DateBorrowers, taken as a whole, since the date hereof.

Conditions Precedent to Advances. The obligation of Lender to make Advances is subject to the fulfillment, to the satisfaction of Lender in its sole and absolute discretion, of each of the following conditions; provided, however, that Lender, in its sole and absolute discretion, may waive any of the following conditions: (a) The Initial Purchasers With respect to Revolving Loan Advances, the amount of any new Revolving Loan Advance, together with the amount of all prior Revolving Loan Advances then outstanding and the aggregate stated amount of all Letters of Credit then outstanding, shall not exceed the Revolving Loan Amount; (b) With respect to Term Loan Advances, (i) Lender shall have received a Request for Advance pursuant to Section 2.2(b); (ii) the amount of the requested Term Loan Advance, together with the amount of all prior Term Loan Advances previously made, shall not exceed the Term Loan Amount, and (iii) the date such Term Loan Advance is to be made shall not be obligated to make an Advance on any Advance Date unless after the following conditions have been satisfied or waived by end of the Initial Purchasers:Draw Period; (ic) No Event of Default shall exist and be continuing or shall result from such Advance; (d) The representations and warranties of made by Borrower contained herein and in the Issuer in Section 3.25 of the Indenture and of the Servicer and the Originator, as applicable, set forth in Sections 3.01, 3.02, 3.04 and 3.06 of the Sale and Servicing Agreement are other Loan Documents shall be true and correct in all material respects on and as of such Advance Date, before and after giving effect to such Advance; (ii) The Investment Period Termination Date shall not have occurred and as of the date of the Advance Request, (A) the aggregate Outstanding Loan Balance of Loans that became Defaulted Loans since the Amendment Date is less than $25,000,000 and (B) no Rapid Amortization Event has occurred since the Amendment Date; (iii) No Event of Default, Rapid Amortization Event or Servicer Default has occurred since the Amendment Date or will occur, after giving effect to such Advance; (iv) After giving effect to such Advance with the same effect as if made on and as of the date of such Advance (except to the application extent such representations and warranties expressly refer to an earlier date, in which case they shall be true and correct in all material respects as of proceeds therefrom, the Aggregate Outstanding Note Balance will not exceed the Borrowing Base; (v) After giving effect to such Advance and to the application of proceeds therefrom, the Aggregate Outstanding Note Balance shall not exceed the Commitment Amount; (vi) The Issuer shall have caused the Required Loan Documents for any Loans being acquired on such Advance Date to be delivered to the Custodian in accordance with the Sale and Servicing Agreement; (vii) To the extent the Issuer is directing that Principal Proceeds be withdrawn from the Collection Account and deposited to the Principal Reinvestment Account on such Advance Date, the Issuer reasonably believes that funds on deposit in the Collection Account will be sufficient to pay Required Payments on the next Payment Dateearlier date); and (viiie) At Borrower shall have provided such additional information and documents as Lender may reasonably request. Each Request for Advance submitted by Borrower hereunder, and the time acceptance of any each Revolving Loan Advance, the Notes have shall constitute a rating of no lower than “A (low) (sf)” from the Rating Agency. (b) To the extent the Initial Purchasers shall fund an Advance on an Advance Daterepresentation and warranty by Borrower hereunder, it shall be deemed to have agreed that each as of the foregoing date of each such request and as of the date of each Advance, that the conditions have been satisfied or waived as to such Advance and Advance Datein this Section 2.3 are satisfied.

Conditions Precedent to Advances. (a) The Initial Purchasers shall not be obligated to make an Advance on any Advance Date unless the following conditions have been satisfied or waived by the Initial Purchasers: (i) The representations and warranties of the Issuer in Section 3.25 of the Indenture and of the Servicer and the Originator, as applicable, set forth in Sections 3.01, 3.02, 3.04 and 3.06 of the Sale and Servicing Agreement are true and correct on and as of such Advance Date, before and after giving effect to such Advance; (ii) The Investment Period Termination Date shall not have occurred and as of the date of the Advance Request, (A) the aggregate Outstanding Loan Balance of Loans that became Defaulted Loans since the Amendment Date is less than $25,000,000 and (B) no Rapid Amortization Event has occurred since the Amendment Date; (iii) No Event of Default, Rapid Amortization Event Default or Servicer Default has occurred since the Amendment Date or will occur, after giving effect to such Advance; (iv) After giving effect to such Advance and to the application of proceeds therefrom, the Aggregate Outstanding Note Balance will not exceed the Borrowing Base; (v) After giving effect to such Advance and to the application of proceeds therefrom, the Aggregate Outstanding Note Balance shall not exceed the Commitment Amount; (vi) The Issuer shall have caused the Required Loan Documents for any Loans being acquired on such Advance Date to be delivered to the Custodian in accordance with the Sale and Servicing Agreement; (vii) To the extent the Issuer is directing that Principal Proceeds be withdrawn from the Collection Account and deposited to the Principal Reinvestment Account on such Advance Date, the Issuer reasonably believes that funds on deposit in the Collection Account will be sufficient to pay Required Payments on the next Payment Date; and (viii) At the time of any Advance, the Notes The Commencement Event shall have a rating of no lower than “A (low) (sf)” from the Rating Agencyoccured. (b) To the extent the Initial Purchasers shall fund an Advance on an Advance Date, it shall be deemed to have agreed that each of the foregoing conditions have been satisfied or waived as to such Advance and Advance Date.

Conditions Precedent to Advances. The obligation of the Lender to make any Advances under the Note is subject to the condition precedent that the Lender shall have received at least three Business Days before the date of such Advance, in form and substance satisfactory to the Lender: (a) The Initial Purchasers A Request Notice, the representations and warranties contained within which shall not be obligated to make an true and accurate as of the date of the Advance on any Advance Date unless the following conditions have been satisfied or waived by the Initial Purchasers:being requested; (ib) The representations and warranties of the Issuer contained in Section 3.25 of the Indenture and of the Servicer and the Originator, as applicable, set forth in Sections 3.01, 3.02, 3.04 and 3.06 of the Sale and Servicing Agreement are 5.0l below shall be true and correct on and as of the date of such requested Advance Date, before as though made on and after giving effect to as of such Advancedate; (iic) The Investment Period Termination Date As of the date of such requested Advance, no event shall have occurred and be continuing, or would result from the Advance requested thereby, which would constitute an Event of Default or would constitute an Event of Default but for the requirement that notice be given or time elapse, or both; (d) As of the date of such requested Advance, there shall not have occurred and as any material adverse change in the business or financial operations or condition of the Borrower or in its management; (e) As of the date of such requested Advance, all loan proceeds available under the Advance RequestSeptember Credit Facility shall have been advanced to Borrower and shall remain outstanding, except to the extent that any portion of the outstanding balance under the September Credit Facility is converted pursuant to the terms of the September Note and the September Credit Agreement. (Af) As of the aggregate Outstanding Loan Balance date of Loans that became Defaulted Loans since such requested Advance, there shall not be any pending, or to the Amendment Date best of its knowledge, threatened action or proceeding affecting the Borrower before any court, governmental agency or arbitrator which is less than $25,000,000 and (B) no Rapid Amortization Event has occurred since likely to have a materially adverse effect on the Amendment Datefinancial condition or operations of the Borrower; (iiig) No Event The Borrower shall waive any claim or defense based upon the occurrence of Defaultany action or inaction of Lender on or prior to the date of such requested Advance which Borrower believes at such time may (i) be actionable against Lender, Rapid Amortization Event or Servicer Default has occurred since (ii) give rise to a defense to payment under the Amendment Date Loan Agreement or will occurthe Note for any reason, after giving effect to such Advanceincluding without limitation, commission of a tort or violation of any contractual duty or duty implied at law; (ivh) After giving effect to As of the date of such Advance and to the application of proceeds therefromrequested Advance, the Aggregate Outstanding Note Balance will death of Lender shall not exceed the Borrowing Basehave occurred; (v) After giving effect to such Advance and to the application of proceeds therefrom, the Aggregate Outstanding Note Balance shall not exceed the Commitment Amount; (vii) The Issuer Lender, together with Lender's spouse and children and any entity of which Lender owns a majority interest, shall have caused continue to own directly and indirectly at least forty percent (40%) of the Required Loan Documents for any Loans being acquired on such Advance Date to be delivered to outstanding shares of Common Stock of the Custodian in accordance with the Sale and Servicing Agreement; (vii) To the extent the Issuer is directing that Principal Proceeds be withdrawn from the Collection Account and deposited to the Principal Reinvestment Account on such Advance Date, the Issuer reasonably believes that funds on deposit in the Collection Account will be sufficient to pay Required Payments on the next Payment DateBorrower; and (viiij) At Such approvals, opinions and documents as the time of any Advance, the Notes have a rating of no lower than “A (low) (sf)” from the Rating AgencyLender may reasonably request. (b) To the extent the Initial Purchasers shall fund an Advance on an Advance Date, it shall be deemed to have agreed that each of the foregoing conditions have been satisfied or waived as to such Advance and Advance Date.

Conditions Precedent to Advances. (a) The Initial Purchasers Notwithstanding any other provision of this Agreement, no Loan proceeds, Revolving Credit Loans, advances or other extensions of credit under the Loan shall not be obligated to make an Advance on any Advance Date disbursed under this Agreement unless the following conditions have been satisfied or waived by the Initial Purchasersimmediately before such disbursement: (ia) The the representations and warranties on the part of the Issuer Borrower contained in Section 3.25 Article IV of the Indenture and of the Servicer and the Originator, as applicable, set forth in Sections 3.01, 3.02, 3.04 and 3.06 of the Sale and Servicing this Agreement are shall be true and correct on and as of such Advance Date, before and after giving effect to such Advance; (ii) The Investment Period Termination Date shall not have occurred in all material respects at and as of the date of disbursement or advance, as though made on and as of such date (except to the Advance Request, (A) extent that such representations and warranties expressly relate solely to an earlier date and except that the aggregate Outstanding Loan Balance references in Section 4.7 to financial statements shall be deemed to be a reference to the then most recent annual and interim financial statements of Loans that became Defaulted Loans since the Amendment Date is less than $25,000,000 and (B) no Rapid Amortization Event has occurred since the Amendment DateBorrower furnished to Lender pursuant to Section 6.1); (iiib) No no Event of DefaultDefault or event that, Rapid Amortization with the giving of notice or the lapse of time, or both, could become an Event or Servicer of Default has occurred since the Amendment Date or will occur, after giving effect to such Advance; (iv) After giving effect to such Advance and to the application of proceeds therefrom, the Aggregate Outstanding Note Balance will not exceed the Borrowing Base; (v) After giving effect to such Advance and to the application of proceeds therefrom, the Aggregate Outstanding Note Balance shall not exceed the Commitment Amount; (vi) The Issuer shall have caused the Required Loan Documents for any Loans being acquired on such Advance Date to occurred and be delivered to the Custodian in accordance with the Sale and Servicing Agreement; (vii) To the extent the Issuer is directing that Principal Proceeds be withdrawn continuing or would result from the Collection Account and deposited to making of the Principal Reinvestment Account on such Advance Date, the Issuer reasonably believes that funds on deposit in the Collection Account will be sufficient to pay Required Payments on the next Payment Datedisbursement or advance; and (viiic) At no adverse change in the time condition (financial or otherwise), properties, business, or operations of Borrower shall have occurred and be continuing with respect to Borrower or any Advance, Guarantor since the Notes have a rating date of no lower than “A (low) (sf)” from the Rating Agency. (b) To the extent the Initial Purchasers shall fund an Advance on an Advance Date, it shall be deemed this Agreement. In addition to have agreed that each and not in limitation of the foregoing conditions foregoing, and notwithstanding anything in this Agreement to the contrary, as of the date that is one hundred twenty (120) days after the initial Closing Date (as defined below), Lender shall not be obligated to continue to make any Loans, Revolving Credit Loans, advances or other extensions of credit under the Loan available to Borrower with respect to any Accounts in the Borrowing Base that constitute Unbilled Accounts unless and until Borrower shall have been satisfied or waived as to such Advance received the applicable Medicare and/or Medicaid provider numbers and Advance Dateprovider account agreements, and provided Lender with copies of same.

Conditions Precedent to Advances. (a) The Initial Purchasers Notwithstanding any other provision of this ------------------------------------- Agreement, no Term Facility proceeds, Revolving Credit Loans, advances or other extensions of credit under the Loans shall not be obligated to make an Advance on any Advance Date disbursed under this Agreement, and no Lender Letter of Credit shall be issued, unless the following conditions have been satisfied or waived by the Initial Purchasersimmediately before such disbursement or issuance, as applicable: (ia) The representations and warranties on the part of the Issuer Borrowers contained in Section 3.25 Article IV of the Indenture and of the Servicer and the Originator, as applicable, set forth in Sections 3.01, 3.02, 3.04 and 3.06 of the Sale and Servicing this Agreement are shall be true and correct on and as of such Advance Date, before and after giving effect to such Advance; (ii) The Investment Period Termination Date shall not have occurred in all material respects at and as of the date of the Advance Requestdisbursement or advance, as though made on and as of such date (A) the aggregate Outstanding Loan Balance of Loans that became Defaulted Loans since the Amendment Date is less than $25,000,000 and (B) no Rapid Amortization Event has occurred since the Amendment Date; (iii) No Event of Default, Rapid Amortization Event or Servicer Default has occurred since the Amendment Date or will occur, after giving effect to such Advance; (iv) After giving effect to such Advance and except to the application of proceeds therefrom, extent that such representations and warranties expressly relate solely to an earlier date and except that the Aggregate Outstanding Note Balance will not exceed the Borrowing Base; (v) After giving effect references in Section 4.7 to such Advance and financial statements shall be deemed to be a reference to the application then most recent annual and interim financial statements of proceeds therefrom, the Aggregate Outstanding Note Balance shall not exceed the Commitment Amount; (vi) The Issuer shall have caused the Required Loan Documents for any Loans being acquired on such Advance Date Borrowers furnished to be delivered Agent pursuant to the Custodian in accordance with the Sale and Servicing Agreement; (vii) To the extent the Issuer is directing that Principal Proceeds be withdrawn from the Collection Account and deposited to the Principal Reinvestment Account on such Advance Date, the Issuer reasonably believes that funds on deposit in the Collection Account will be sufficient to pay Required Payments on the next Payment Date; and (viii) At the time of any Advance, the Notes have a rating of no lower than “A (low) (sfSection 6.1)” from the Rating Agency. (b) To No Event of Default or Default shall have occurred or would result from the extent the Initial Purchasers shall fund an Advance on an Advance Date, it shall be deemed to have agreed that each making of the foregoing conditions disbursement or advance. (c) With respect to any advances under the Term Facility, Borrowers shall have been satisfied provided to Agent (i) an updated search of title to the Real Property, effective to the date of the disbursement, (ii) an endorsement to the title insurance policy insuring Lender's interest in the Real Property, which updates the effective date of the policy to the date of the disbursement, which title endorsement contains no additional Liens or waived as title exceptions of any kind since the date of recordation of the Mortgage. Notwithstanding anything in this Agreement to such Advance the contrary, Lenders, or Agent, on behalf of Lenders, may, without notice, terminate funding and Advance Datethereafter Lenders shall not be obligated to make additional loans or additional letters of credit obligations under this Agreement without notice after the occurrence of an Event of Default.

Conditions Precedent to Advances. (a) The Each Lender’s obligation to fund the Initial Purchasers shall not be obligated to make an Advance on any the Initial Advance Date unless is subject to the following conditions have precedent having been satisfied or waived by the Initial Purchaserswaived: (i) The representations the Collection Account has been established pursuant to an Account Control Agreement; (ii) after giving effect to the use of proceeds for such Initial Advance, the Borrower will, with respect to the Portfolio Assets constituting Eligible Portfolio Assets (other than Closing Date Participations), have valid ownership interests in such initial pool of Eligible Portfolio Assets and warranties all actions required to be taken or performed under Section 3.04 with respect to the Transfer of such Eligible Portfolio Assets have been, or will be simultaneously with such Transfer, taken or satisfied; and (iii) the Issuer conditions precedent forth in Section 3.25 3.02(c) shall have been satisfied or waived. (b) Each Lender’s obligation to fund an Advance (other than the Initial Advance and any Unfunded Exposure Advance) on any Advance Date is subject to the following conditions precedent having been satisfied or waived: (i) with respect to an Advance to be made to the Borrower in connection with the Transfer of Portfolio Assets (whether by origination, acquisition, transfer or assignment): (A) upon giving effect to the Indenture and use of proceeds of such Advance: (1) the Servicer and the OriginatorBorrower will, with respect to any Portfolio Assets, obtain or maintain, as applicable, set forth valid ownership interests in Sections 3.01such Portfolio Assets, 3.02and (2) On the Advance Date of an Advance (including the Initial Advance) other than an Unfunded Exposure Advance, 3.04 and 3.06 of the Sale and Servicing Agreement following statements are true and correct and the Borrower by accepting such Advance is deemed to have certified that: (ii) the Borrower has delivered to the Administrative Agent (A) a Notice of Borrowing and (B) a Borrowing Base Certificate and LTV Certificate, to the extent required by Section 2.02; (iii) on and as of such Advance Date, before and after giving effect to such Advance; (ii) The Investment Period Termination Date shall Advance and the transactions related thereto, including the use of proceeds thereof, the Advances Outstanding do not have occurred and as of exceed the date of the Maximum Availability on such Advance Request, (A) the aggregate Outstanding Loan Balance of Loans that became Defaulted Loans since the Amendment Date is less than $25,000,000 and (B) no Rapid Amortization Event has occurred since the Amendment Date; (iii) No Event of Default, Rapid Amortization Event or Servicer Default has occurred since the Amendment Date or will occur, after giving effect to such Advance; (iv) After no Unmatured Event of Default or Event of Default has occurred and is continuing, or would result from such Advance or application of proceeds therefrom; (v) the representations contained in Sections 4.01, 4.02 and 4.05 are true and correct in all material respects (except that any representation qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) before and after giving effect to such Advance and to the application of proceeds therefrom, on and as of such day as though made on and as of such date (or, in the Aggregate case of any such representation expressly stated to have been made as of a specific date, as of such specific date); (vi) all expenses and fees (including reasonable and documented out-of-pocket legal fees and any fees required under the Fee Letters) that are required to be paid hereunder or by the Fee Letters have been paid in full; (vii) with respect to any Portfolio Asset to be purchased with all or any part of such Advance, all actions required to be taken or performed (including the filing of UCC financing statements) to give the Administrative Agent, for the benefit of the Secured Parties, a first priority perfected security interest (subject only to Permitted Liens) in such Portfolio Asset and the proceeds thereof have been taken or performed; and (viii) with respect to any Transfer to be funded with all or any part of such Advance, no Event of Default exists or would result from such Transfer; and (ix) On or prior to the Advance Date for any Advance, the Borrower has provided to the Administrative Agent and the Facility Servicer (which may be provided electronically) the Portfolio Asset Schedule detailing each of the Eligible Portfolio Assets included in the Borrowing Base Certificate delivered in connection with such Advance. (c) On the Advance Date of an Unfunded Exposure Advance, the following statements are true and correct and the Borrower by accepting such Advance is deemed to have certified that: (i) the Borrower has delivered to the Administrative Agent (A) a Notice of Borrowing and (B) a Borrowing Base Certificate and LTV Certificate, to the extent required by Section 2.02; (ii) on and as of such Advance Date, after giving effect to such Advance and the transactions related thereto, including the use of proceeds thereof, the Advances Outstanding Note Balance will do not exceed the Borrowing BaseMaximum Availability on such Advance Date; (viii) After the representations contained in Sections 4.01, 4.02 and 4.05 are true and correct in all material respects (except that any representation qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) before and after giving effect to such Advance and to the application of proceeds therefrom, on and as of such day as though made on and as of such date (or, in the Aggregate Outstanding Note Balance shall not exceed case of any such representation expressly stated to have been made as of a specific date, as of such specific date); (iv) all expenses and fees (including reasonable and documented out-of-pocket legal fees and any fees required under the Commitment AmountFee Letters) that are required to be paid hereunder or by the Fee Letters have been paid in full; (v) the entire amount of such Advance is to be (A) deposited by the Borrower on the date of such Advance in the Unfunded Exposure Account, or (B) applied by the Borrower on the date of such Advance in discharging a Delayed Draw; and (vi) The Issuer shall have caused the Required Loan Documents for any Loans being acquired on such Advance Date no Event of Default pursuant to be delivered to the Custodian in accordance with the Sale Sections 6.01(a) or 6.01(d) has occurred and Servicing Agreement; (vii) To the extent the Issuer is directing that Principal Proceeds be withdrawn from the Collection Account and deposited to the Principal Reinvestment Account on such Advance Date, the Issuer reasonably believes that funds on deposit in the Collection Account will be sufficient to pay Required Payments on the next Payment Date; and (viii) At the time of any Advance, the Notes have a rating of no lower than “A (low) (sf)” from the Rating Agencycontinuing. (b) To the extent the Initial Purchasers shall fund an Advance on an Advance Date, it shall be deemed to have agreed that each of the foregoing conditions have been satisfied or waived as to such Advance and Advance Date.

Conditions Precedent to Advances. (a) The Initial Purchasers Lender shall not be obligated to make an Advance on any Advance Date advances of Loan proceeds hereunder, unless the following conditions have been satisfied satisfied: (a) In the reasonable judgment of the Lender, all work completed at the time of the application for advance has been performed in a good and workmanlike manner and all materials and fixtures usually furnished and installed at that point of construction have in fact been furnished and installed; and (b) No Event of Default which has not been cured has occurred under the Note, the Security Documents or waived the Commitment, and no event has occurred and is continuing which, with notice or the passage of time or both, would constitute an Event of Default under the Note, the Security Documents or the Commitment; and (c) The Lender has received written evidence, in form and substance satisfactory to the Lender, to the effect that all work requiring inspection by governmental or regulatory authorities having or claiming jurisdiction has been duly inspected and approved by such authorities and by any rating or inspection organization, bureau, association or office having or claiming jurisdiction; and (d) specifically as to any House which has been materially damaged by fire or other casualty, Lender shall not be obligated to make any advances of construction loan proceeds previously drawn by and disbursed to Borrower to the date of damage and/or casualty, and further, advances of construction loan proceeds as to the Building at issue shall not commence and begin again until such time as Borrower has repaired and reconstructed the unit to the point of construction that caused the last draw made prior to the damage or casualty to be advanced; and (e) The Lender shall have received a paid policy or policies of title insurance (American Land Title Association Standard Form “B” Loan Policy - Current Edition), together with such reinsurance agreements and direct access agreements as may be required by the Initial Purchasers:Lender, from a company or companies satisfactory to the Lender in the face amount of the Note and which may be endorsed or assigned to the successors and assigns of the Lender without additional cost, insuring the lien of the Deed of Trust to be a valid first lien on the Mortgaged Property, free and clear of all defects, exceptions and encumbrances, except such as the Lender and its counsel shall approve; and (f) The Lender shall have received advice, in form and substance, and from a source satisfactory to the Lender, to the effect that a search of the applicable public records discloses no conditional sales contracts, chattel mortgages, leases of personalty, financing statements or title retention agreements filed or recorded against the Mortgaged Property except such as the Lender shall otherwise approve; and (g) If requested by Lender, the Lender shall have received a notice of title continuation or an endorsement to the title insurance policy, indicating that since the last preceding advance, there has been no change in the status of title and no other exceptions not theretofore approved by the Lender, which endorsement shall have the effect of advancing the effective date of the policy to the date of the advance then being made and increasing the coverage of the policy by an amount equal to the advance then being made if the policy does not by its terms provide for such an increase; and (h) The Lender shall have received all policies of insurance required by the terms of the Commitment and the Security Documents from a company or companies and in form and amount satisfactory to the Lender, together with written evidence, in form and substance satisfactory to the Lender, that all fees and premiums due on account thereof have been paid in full; and (i) The Lender shall have received a plat of survey currently certified to the Lender by a Registered Land Surveyor of the jurisdiction in which the Land is located, which plat of survey shall clearly designate at least (i) the location of the perimeter of the Land by courses and distances; and (ii) the location of all easements, rights-of-way, alleys, streams, waters, paths and encroachments, and (iii) the location of all building restriction lines and setbacks, however established; and (iv) the location of any street or roadways abutting the Land. For these purposes the Lender agrees that the recorded plat of subdivision for the Lots shall suffice and be sufficient to satisfy the requirements of this subsection; and (j) The Lender has received the certificate of the Consulting Engineer or Progress Inspector, in form and substance satisfactory to the Lender, which certificate shall contain at least the statement of the Consulting Engineer or Progress Inspector to the effect that all work then completed has been performed in substantial conformity with the Plans and Specifications and/or Site Plans, as the case may be. (k) The representations and warranties made in Article III of the Issuer in Section 3.25 of the Indenture and of the Servicer and the Originator, as applicable, set forth in Sections 3.01, 3.02, 3.04 and 3.06 of the Sale and Servicing this Loan Agreement are shall be true and correct on and as of the date of the advance with the same effect as if made on such Advance Datedate; and (l) Evidence satisfactory to the Lender that the Mortgaged Property (including the Land, before surface water, ground water and after giving effect Improvements) is free of any substantial amounts of waste and debris, and free of all contamination, including: (i) any “hazardous waste” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to such Advance; time, and regulations promulgated thereunder; (ii) any “hazardous substance”, as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended from time to time, and the regulations promulgated thereunder; and (iii) any substance, the presence of which on the Mortgaged Property is prohibited by any law similar to those set forth in this paragraph. For these purposes the Lender agrees that the Report of Phase I Environmental Site Assessment Xxx Xxxxxx, Xxxxxxxx X0X, X0X, and K, Xxxx Arundel County, Maryland (GTA Project No. 141045), dated June 20, 2014, as prepared by Geo-Technology Associates, Inc., previously provided by Borrower to Lender shall suffice and be sufficient to satisfy the requirements of this subsection; and (m) If applicable, the Lender shall have received a separate policy of flood insurance in the face amount of the Note or the maximum limit of coverage available with respect to the Land and Improvements, whichever is the lesser, from a company or companies satisfactory to the Lender and written in strict conformity with the National Flood Insurance Act of 1968 and the Flood Disaster Protection Act of 1973, as amended, and all applicable regulations adopted pursuant thereto; provided, however, that in the alternative the Borrower may supply the Lender with written evidence, in form and substance reasonably satisfactory to the Lender, to the effect that the Mortgaged Property is not within an area that has been identified by the Director of the Federal Emergency Management Agency as an area having special flood hazards and in which flood insurance has been made available under the National Flood Insurance Act of 1968 and the Flood Disaster Protection Act of 1973; and (n) The Investment Period Termination Date Lender shall not have occurred received from the Borrower written evidence, in form and substance satisfactory to the Lender, from all public utility companies or other utility companies having or claiming jurisdiction to the effect that all utility services are available for connection and use at the boundaries of the Land, including, without limitation, telephone service, water supply, storm and sanitary sewer, gas, electric, and cable; and (o) All other terms and conditions of the Security Documents required to be met as of the date of the Advance Request, (A) the aggregate Outstanding that advance of Loan Balance of Loans that became Defaulted Loans since the Amendment Date is less than $25,000,000 and (B) no Rapid Amortization Event has occurred since the Amendment Date; (iii) No Event of Default, Rapid Amortization Event or Servicer Default has occurred since the Amendment Date or will occur, after giving effect to such Advance; (iv) After giving effect to such Advance and proceeds shall have been met to the application of proceeds therefrom, the Aggregate Outstanding Note Balance will not exceed the Borrowing Base; (v) After giving effect to such Advance and to the application of proceeds therefrom, the Aggregate Outstanding Note Balance shall not exceed the Commitment Amount; (vi) The Issuer shall have caused the Required Loan Documents for any Loans being acquired on such Advance Date to be delivered to the Custodian in accordance with the Sale and Servicing Agreement; (vii) To the extent the Issuer is directing that Principal Proceeds be withdrawn from the Collection Account and deposited to the Principal Reinvestment Account on such Advance Date, the Issuer reasonably believes that funds on deposit in the Collection Account will be sufficient to pay Required Payments on the next Payment Date; and (viii) At the time of any Advance, the Notes have a rating of no lower than “A (low) (sf)” from the Rating Agency. (b) To the extent the Initial Purchasers shall fund an Advance on an Advance Date, it shall be deemed to have agreed that each satisfaction of the foregoing conditions have been satisfied or waived as to such Advance and Advance DateLender.

Conditions Precedent to Advances. Borrower agrees that, notwithstanding anything to the contrary contained herein or in the other Loan Documents, Lender’s obligation to fund any Advance or to make any Interest Reserve Accrual shall be conditioned upon the satisfaction by Borrower of each of the following conditions, on and as of the funding date for the Advance or the date of the Interest Reserve Accrual, as applicable (the “Advance Conditions”): Loan Agreement – Sxxxxxxx Xxxxxx 0X, Xxxx Xxxx Xxxxxx, Xxxxx 14 (a) The Initial Purchasers no event constituting an Event of Default shall not have occurred and be obligated continuing; (b) the Principal Officer shall have executed and delivered to make Lender an Advance Request dated the funding date, all matters certified in the Advance Request shall be true and correct in all respects, and Lender shall have approved the Advance Request, as determined by Lender in its sole discretion; (c) all statements contained in all Loan Documents and all other certificates, statements and data furnished to Lender by or on behalf of Borrower or in connection with the transactions contemplated by this Agreement or any Advance Date unless of the following conditions other Loan Documents (including all of the documents and information required to be delivered to Lender by Section 7) shall be true and complete in all material respects, and there are no facts or events actually known to Borrower that, if disclosed to Lender, would make such statements, certificates or data untrue in any material respect (and Borrower agrees to inform Lender, prior to Lender making any such Advance, of any such facts or events actually known to Borrower); (d) all of the Loan Documents shall be valid and subsisting, enforceable and in full force and effect and in the priority Lien position stated therein; (e) all Loan Expenses owing shall have been satisfied or waived paid in full; (f) the Title Company shall have delivered to Lender the Title Company’s unconditional commitment to issue the Title Policy for the Deed of Trust pursuant to a commitment that is satisfactory to Lender in all respects in the full Note amount, with all endorsements thereto required by Lender, at Borrower’s expense; (g) the Initial Purchasers:Title Company shall have executed Lender’s Closing instruction and title objection letter and have complied with all conditions therein; (h) the amount of the requested Advance, when added to the outstanding principal amount of all Loan then outstanding, would not exceed the Commitment; (i) The representations and warranties the amount of the Issuer in Section 3.25 of the Indenture and of the Servicer Advance has been approved by Lender and the Originator, as applicable, set forth in Sections 3.01, 3.02, 3.04 and 3.06 of the Sale and Servicing Agreement are true and correct on and as of proceeds from such Advance Date, before and after giving effect to such Advanceshall be used for Approved Purposes; (iij) The Investment Period Termination Date shall not have occurred and as of the date of the Advance Request, (A) the aggregate Outstanding Loan Balance of Loans that became Defaulted Loans since the Amendment Date is less than $25,000,000 and (B) no Rapid Amortization Event has occurred since the Amendment Date; (iii) No Event of Default, Rapid Amortization Event or Servicer Default has occurred since the Amendment Date or will occur, after giving effect to such Advance; (iv) After giving effect to such Advance and to the application of proceeds therefrom, the Aggregate Outstanding Note Balance will not exceed the Borrowing Base; (v) After giving effect to such Advance and to the application of proceeds therefrom, the Aggregate Outstanding Note Balance shall not exceed the Commitment Amount; (vi) The Issuer Borrower shall have caused the Required Loan Documents for any Loans being acquired on such Advance Date to be delivered to the Custodian complied with each other reasonable request of Lender made in accordance connection with the Sale and Servicing Agreement; (vii) To the extent the Issuer is directing that Principal Proceeds be withdrawn from the Collection Account and deposited to the Principal Reinvestment Account on such Advance Date, the Issuer reasonably believes that funds on deposit in the Collection Account will be sufficient to pay Required Payments on the next Payment DateAdvance; and (viiik) At for any Advance following the time Initial Commitment Advance, Borrower shall have satisfied all conditions of the Post-Closing Agreement. No waiver given in connection with any Advance will constitute a waiver of any Advance, the Notes have a rating condition precedent with respect to future Advances or with respect to any obligation of no lower than “A (low) (sf)” from the Rating AgencyLender to make any further Advances. (b) To the extent the Initial Purchasers shall fund an Advance on an Advance Date, it shall be deemed to have agreed that each of the foregoing conditions have been satisfied or waived as to such Advance and Advance Date.

Conditions Precedent to Advances. Administrative Agent’s and Lenders’ obligation to make any advances or issue any Letter of Credit or take any other action under the Loan Documents shall be subject at all times to satisfaction of each of the following conditions precedent (in addition to those set forth in Exhibit C and in any other applicable provision hereof): (a) The Initial Purchasers There shall not be obligated to make an Advance on exist no Default or Potential Default, as defined in this Agreement, or Default as defined in any Advance Date unless of the following conditions other Loan Documents or event, omission or failure of condition which would constitute a Default after notice, lapse of time, or both; and (b) Administrative Agent shall have been satisfied received all Loan Documents, other documents, instruments, policies, and forms of evidence or waived other materials required or reasonably requested by Administrative Agent or any Lender under the terms of this Agreement or any of the other Loan Documents, including, without limitation, delivery of the Notes executed by the Initial Purchasers:Borrower and payable to each Lender, as the case may be; (ic) The [Reserved]; (d) All representations and warranties of Borrower and Guarantor under the Issuer in Section 3.25 of the Indenture and of the Servicer and the Originator, as applicable, set forth in Sections 3.01, 3.02, 3.04 and 3.06 of the Sale and Servicing Agreement are Loan Documents shall be true and correct on and as of such Advance Date, before and after giving effect to such Advancein all material respects; (iie) The Investment Period Termination Date Borrower shall have paid to KeyBank the fees payable pursuant to the Fee Letter; (f) There has been no material adverse change in the financial condition of any Related Party, Subsidiary or the Real Estate Assets in the aggregate since the dates of the financial statements furnished to Administrative Agent in connection with the closing of the Facility and, except as otherwise disclosed to Administrative Agent in writing, no Related Party has entered into any material transaction which is not disclosed in such financial statements or in filings with the Securities and Exchange Commission, if applicable; (g) At such times as Administrative Agent shall determine in its discretion prior to each funding, to the extent available under applicable law and to the extent Administrative Agent determines that the Title Policy may not insure the priority of the Lenders with respect to such funding, a “date down” endorsement to each Title Policy indicating no change in the state of title and containing no survey exceptions not approved by the Administrative Agent, which endorsement shall, expressly or by virtue of a proper “revolving credit” clause or endorsement in each Title Policy, increase the coverage of each Title Policy to the aggregate amount of all Loans advanced and outstanding and Letters of Credit issued and outstanding (provided that the amount of coverage under an individual Title Policy for an individual Mortgaged Property need not equal the aggregate amount of all Loans), or if such endorsement is not available, such other evidence and assurances as the Administrative Agent may reasonably require (which evidence may include, without limitation, an affidavit from the Borrower stating that there have occurred and as of been no changes in title from the date of the Advance Request, (A) last effective date of the aggregate Outstanding Loan Balance of Loans that became Defaulted Loans since the Amendment Date is less than $25,000,000 and (B) no Rapid Amortization Event has occurred since the Amendment Date; (iii) No Event of Default, Rapid Amortization Event or Servicer Default has occurred since the Amendment Date or will occur, after giving effect to such Advance; (iv) After giving effect to such Advance and to the application of proceeds therefrom, the Aggregate Outstanding Note Balance will not exceed the Borrowing Base; (v) After giving effect to such Advance and to the application of proceeds therefrom, the Aggregate Outstanding Note Balance shall not exceed the Commitment Amount; (vi) The Issuer shall have caused the Required Loan Documents for any Loans being acquired on such Advance Date to be delivered to the Custodian in accordance with the Sale and Servicing Agreement; (vii) To the extent the Issuer is directing that Principal Proceeds be withdrawn from the Collection Account and deposited to the Principal Reinvestment Account on such Advance Date, the Issuer reasonably believes that funds on deposit in the Collection Account will be sufficient to pay Required Payments on the next Payment Date; and (viii) At the time of any Advance, the Notes have a rating of no lower than “A (low) (sfTitle Policy)” from the Rating Agency. (bh) To As a condition precedent to any Lender’s obligations to make any Loans available to the extent Borrower hereunder, the Initial Purchasers shall fund an Advance on an Advance Date, it shall be deemed Borrower will pay to have agreed that each the Administrative Agent for the account of the foregoing conditions have been satisfied applicable recording office any mortgage, recording, intangible, documentary stamp or waived other similar taxes and charges which the Administrative Agent reasonably determines to be payable as a result of such Loan to any state or any county or municipality thereof in which any of the Mortgaged Properties are located, and deliver to the Administrative Agent such Advance and Advance Dateaffidavits or other information which the Administrative Agent reasonably determines to be necessary in connection with such payment in order to insure that the Mortgages on Mortgaged Property located in such state secure the Borrower’s obligation with respect to the Loans then being requested by the Borrower. The provisions of this Section 3.1(h) shall not limit the Borrower’s obligations under other provisions of the Loan Documents, including without limitation Section 13.1 hereof.