Common use of Conditions Precedent to All Advances Clause in Contracts

Conditions Precedent to All Advances. Each Advance (including the initial Advance) to the Borrower by any Lender and the right of the Collection Agent to remit Collections to the Borrower pursuant to Section 2.07(c) shall be subject to the further conditions precedent that (a) with respect to any such Advance, on or prior to the date of such Advance, the Collection Agent shall have delivered to the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent, a completed Monthly Report dated on or before the most recent Monthly Report Due Date and (b) on the date of such Advance or remittance of Collections the following statements shall be true and the Borrower by accepting the amount of such Advance or remittance of Collections shall be deemed to have certified that: (i) The representations and warranties contained in Article IV are correct on and as of such day as though made on and as of such date, except for those that refer to specific dates, which shall be correct as of the dates indicated therein, (ii) No event has occurred and is continuing, or would result from such Advance or remittance, which constitutes a Default or an Event of Default, (iii) On and as of such day, after giving effect to such Advance or remittance, a Borrowing Base Deficiency does not exist, and (iv) No law or regulation shall prohibit, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of such Advance by the Lenders in accordance with the provisions hereof. Notwithstanding the fact that any of the above-described conditions precedent may not have been satisfied in connection with any Advance hereunder, prior to the Termination Date and as a result of the Borrower’s acceptance of the amount of any Advance the Borrower shall be deemed to have certified to the Administrative Agent that such conditions precedent have, in fact, been satisfied.

Conditions Precedent to All Advances. Each Advance No Lender shall be obligated to make any Advances hereunder (including the initial Advance) to the Borrower by any Lender and the right of the Collection Agent to remit Collections to the Borrower Advances but excluding Advances made pursuant to Section 2.07(c2.06(c)) shall be subject to on any date if, as of the further conditions precedent that date thereof: (a) with respect to any such Advance, on representation or prior to warranty of the date of such AdvanceBorrower, the Collection Agent Servicer or any Originator contained herein or in any of the other Related Documents shall have delivered to be untrue or incorrect in any material respect (or in the Administrative Agentcase of any representation and warranty qualified by materiality, Material Adverse Effect or other similar qualifier, in each case in form and substance satisfactory to the Administrative Agent, a completed Monthly Report dated on or before the most recent Monthly Report Due Date and (ball respects) on the date of such Advance or remittance of Collections the following statements shall be true and the Borrower by accepting the amount of such Advance or remittance of Collections shall be deemed to have certified that: (i) The representations and warranties contained in Article IV are correct on and as of such day as though made on and as of such date, either before or after giving effect to the Advances to be made on such date and to the application of the proceeds therefrom, except to the extent that such representation or warranty expressly relates to an earlier date and except for those that refer to specific dates, which shall be correct as of the dates indicated therein,changes therein expressly permitted by this Agreement; (iib) No any event has occurred and is continuingshall have occurred, or would result from the making of such Advance Advances or remittancefrom the application of the proceeds therefrom, which that constitutes an Incipient Termination Event, a Default Termination Event, an Incipient Servicer Termination Event or an Event of Default,Servicer Termination; (iiic) On and as of such day, the Facility Termination Date shall have occurred; (d) either before or after giving effect to such Advance or remittanceand to the application of the proceeds therefrom, a Funding Excess would exist; (e) any Originator, the Borrower or the Servicer shall fail to have taken such other action, including delivery of approvals, consents, opinions, documents and instruments to the Managing Agents and the Administrative Agent, as any Managing Agent or the Administrative Agent may reasonably request; (f) on or prior to such date, the Borrower or the Servicer shall have failed to deliver any Monthly Report, Weekly Report, Daily Report or Borrowing Base Deficiency does not exist, and (iv) No law or regulation shall prohibit, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of such Advance by the Lenders Certificate required to be delivered in accordance with Section 5.02 or the provisions hereofSale Agreement and such failure shall be continuing; or (g) the most recently delivered Monthly Report showed a Dilution Trigger Breach. Notwithstanding The delivery by the fact that any Borrower of a Borrowing Request and the acceptance by the Borrower of the above-described conditions precedent may not have been satisfied in connection with funds from the related Borrowing on any Advance hereunder, prior to the Termination Date and as a result of the Borrower’s acceptance of the amount of any Advance the Borrower shall be deemed to constitute, as of any such Advance Date, a representation and warranty by the Borrower that the conditions in this Section 3.02 have certified to the Administrative Agent that such conditions precedent have, in fact, been satisfied.

Conditions Precedent to All Advances. Each Advance No Lender shall be obligated to make any Advances hereunder (including the initial Advance) to the Borrower by any Lender and the right of the Collection Agent to remit Collections to the Borrower Advances but excluding Advances made pursuant to Section 2.07(c2.06(c)) shall be subject to on any date if, as of the further conditions precedent that date thereof: (a) with respect to any such Advance, on representation or prior to warranty of the date of such AdvanceBorrower, the Collection Agent Servicer or any Originator contained herein or in any of the other Related Documents shall have delivered to be untrue or incorrect in any material respect (or in the Administrative Agentcase of any representation and warranty qualified by materiality, Material Adverse Effect or other similar qualifier, in each case in form and substance satisfactory to the Administrative Agent, a completed Monthly Report dated on or before the most recent Monthly Report Due Date and (ball respects) on the date of such Advance or remittance of Collections the following statements shall be true and the Borrower by accepting the amount of such Advance or remittance of Collections shall be deemed to have certified that: (i) The representations and warranties contained in Article IV are correct on and as of such day as though made on and as of such date, either before or after giving effect to the Advances to be made on such date and to the application of the proceeds therefrom, except to the extent that such representation or warranty expressly relates to an earlier date and except for those that refer to specific dates, which shall be correct as of the dates indicated therein,changes therein expressly permitted by this Agreement; (iib) No any event has occurred and is continuingshall have occurred, or would result from the making of such Advance Advances or remittancefrom the application of the proceeds therefrom, which that constitutes an Incipient Termination Event, a Default Termination Event, an Incipient Servicer Termination Event or an Event of Default,Servicer Termination; (iiic) On and as of such day, the Facility Termination Date shall have occurred; (d) either before or after giving effect to such Advance or remittanceand to the application of the proceeds therefrom, a Funding Excess would exist; (e) any Originator, the Borrower or the Servicer shall fail to have taken such other action, including delivery of approvals, consents, opinions, documents and instruments to the Managing Agents and the Administrative Agent, as any Managing Agent or the Administrative Agent may reasonably request; or (f) on or prior to such date, the Borrower or the Servicer shall have failed to deliver any Monthly Report, Weekly Report, Daily Report or Borrowing Base Deficiency does not exist, and (iv) No law or regulation shall prohibit, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of such Advance by the Lenders Certificate required to be delivered in accordance with Section 5.02 or the provisions hereofSale Agreement and such failure shall be continuing. Notwithstanding The delivery by the fact that any Borrower of a Borrowing Request and the acceptance by the Borrower of the above-described conditions precedent may not have been satisfied in connection with funds from the related Borrowing on any Advance hereunder, prior to the Termination Date and as a result of the Borrower’s acceptance of the amount of any Advance the Borrower shall be deemed to constitute, as of any such Advance Date, a representation and warranty by the Borrower that the conditions in this Section 3.02 have certified to the Administrative Agent that such conditions precedent have, in fact, been satisfied.

Conditions Precedent to All Advances. Each (1) The obligation of the Lender to make an Advance (including the initial Advance) to the Borrower by any Lender and the right of the Collection Agent Borrower to remit Collections to the Borrower pursuant to Section 2.07(c) deliver a Borrowing Notice shall be subject to the further conditions condition precedent that (a) with respect to any such Advance, on or prior to the date of such Advance, the Collection Agent shall have delivered to the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent, a completed Monthly Report dated on or before the most recent Monthly Report Due Date and (b) on the date of such Advance or remittance and after giving effect thereto and to the application of Collections the following statements shall be true and the Borrower by accepting the amount of such Advance or remittance of Collections shall be deemed to have certified that: proceeds therefrom: (i) The the representations and warranties contained in Article IV 7 hereof are true and correct in every material respect on and the date of the Advance as of such day as though if made on and as of at such date, date (except for those that refer to specific dates, which shall be correct where expressly given only as of the dates indicated therein, a specified date); (ii) No no event has occurred and is continuing, or would result from such Advance or remittanceAdvance, which constitutes or would constitute a Default or an Event of Default, ; (iii) On such Advance will not violate any applicable Law; (iv) there shall have been no amendments (other than amendments approved by the Lender) to the Charter Documents of the Borrower or any of the Cybernet Companies, subsequent to those delivered to the Lender pursuant to Section 6.1(a) which are material to the ability of the Borrower to enter into this Agreement and any of the other Credit Documents and to perform its obligations hereunder and thereunder; and (v) the Lender shall have received, if requested, the Borrower's Certificate and such other certificates and documentation as it may reasonably request with respect to the foregoing and opinions from Borrower's counsel updating opinions previously delivered. (2) Each of the giving of any Borrowing Notice and acceptance or use by the Borrower of the proceeds of any Advance shall be deemed for all purposes to constitute a reaffirmation by the Borrower that, on the date of such dayNotice or Advance, as the case may be, and after giving effect thereto and to such Advance or remittance, a Borrowing Base Deficiency does not exist, and (iv) No law or regulation shall prohibit, and no order, judgment or decree the application of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoinproceeds therefrom, the making of such Advance by the Lenders statements set forth in accordance with the provisions hereof. Notwithstanding the fact that any of the above-described conditions precedent may not have been satisfied in connection with any Advance hereunder, prior to the Termination Date Section 6.2(1) are true and as a result of the Borrower’s acceptance of the amount of any Advance the Borrower shall be deemed to have certified to the Administrative Agent that such conditions precedent have, in fact, been satisfiedcorrect.

Conditions Precedent to All Advances. Each Advance No Lender shall be obligated to make any Advances hereunder (including the initial AdvanceAdvances) to the Borrower by on any Lender and the right date if, as of the Collection Agent to remit Collections to the Borrower pursuant to Section 2.07(c) shall be subject to the further conditions precedent that date thereof: (a) with respect to any such Advance, on representation or prior to warranty of the date of such AdvanceBorrower, the Collection Agent shall have delivered to Servicer or any Seller contained herein or in any of the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent, a completed Monthly Report dated on or before the most recent Monthly Report Due Date and (b) on the date of such Advance or remittance of Collections the following statements other Transaction Documents shall be true and the Borrower by accepting the amount of such Advance untrue or remittance of Collections shall be deemed to have certified that: (i) The representations and warranties contained incorrect in Article IV are correct on and as of such day as though made on and any material respect as of such date, either before or after giving effect to the Advances to be made on such date and to the application of the proceeds therefrom, except to the extent that such representation or warranty expressly relates to an earlier date and except for those changes therein expressly permitted by this Agreement (it being understood that refer the materiality threshold referenced above shall not be applicable with respect to specific dates, any clause of any representation or warranty which shall be correct as of the dates indicated therein,itself contains a materiality qualification); (iib) No any event has occurred and is continuingshall have occurred, or would result from the making of such Advance Advances or remittancefrom the application of the proceeds therefrom, which that constitutes an Incipient Termination Event or a Default or an Event of Default,Termination Event; (iiic) On and as of such day, the Commitment Termination Date shall have occurred; (d) either before or after giving effect to such Advance or remittanceand to the application of the proceeds therefrom, a Funding Excess would exist; (e) on or prior to such date, the Borrower or the Servicer shall have failed to deliver any Monthly Report, a Weekly Report or Borrowing Base Deficiency does not exist, and (iv) No law or regulation shall prohibit, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of such Advance by the Lenders Certificate required to be delivered in accordance with Section 5.02 hereof and such failure shall be continuing; (f) the provisions hereof. Notwithstanding the fact Administrative Agent shall have determined that any event or condition has occurred that has had, or could reasonably be expected to have or result in, a Material Adverse Effect; or (g) in the case of the above-described conditions precedent may not initial Advances, the Borrower shall have been satisfied in connection failed to deliver (or cause to be delivered) opinion letters of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP that are reasonably acceptable to the Administrative Agent with respect to issues of substantive consolidation and true sale and absolute transfer. The delivery by the Borrower of a Borrowing Request and the acceptance by the Borrower of the funds from the related Borrowing on any Advance hereunder, prior to the Termination Date and as a result of the Borrower’s acceptance of the amount of any Advance the Borrower shall be deemed to constitute, as of any such Advance Date, as the case may be, a representation and warranty by the Borrower that the conditions in this Section 3.02 have certified to the Administrative Agent that such conditions precedent have, in fact, been satisfied.

Conditions Precedent to All Advances. Each Advance No Lender shall be obligated to make any Advances hereunder (including the initial Advance) to the Borrower by on any Lender and the right date if, as of the Collection Agent to remit Collections to the Borrower pursuant to Section 2.07(c) shall be subject to the further conditions precedent that date thereof: (a) with respect to any such Advance, on representation or prior to warranty of the date Borrower or the Servicer contained herein or in any of such Advance, the Collection Agent shall have delivered to the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent, a completed Monthly Report dated on or before the most recent Monthly Report Due Date and (b) on the date of such Advance or remittance of Collections the following statements other Related Documents shall be true and the Borrower by accepting the amount of such Advance untrue or remittance of Collections shall be deemed to have certified that: (i) The representations and warranties contained in Article IV are correct on and as of such day as though made on and incorrect as of such date, either before or after giving effect to the Advances on such date and to the application of the proceeds therefrom, except to the extent that such representation or warranty expressly relates to an earlier date and except for those that refer to specific dates, which shall be correct as of the dates indicated therein,changes therein expressly permitted by this Agreement; (iib) No any event has occurred and is continuingshall have occurred, or would result from such Advance Advances or remittancefrom the application of the proceeds therefrom, which that constitutes an Incipient Termination Event, a Default Termination Event, an Incipient Servicer Termination Event or an Event of Default,Servicer Termination; (iiic) On and as the Borrower shall not be in compliance with any of such day, its covenants or other agreements set forth herein; (d) the Commitment Termination Date shall have occurred; (e) either before or after giving effect to such Advance or remittanceand to the application of the proceeds therefrom, a Funding Excess would exist; (f) any Originator, the Borrower or the Servicer shall fail to have taken such other action, including delivery of approvals, consents, opinions, documents and instruments to the Lenders and the Administrative Agent, as any Lender or the Administrative Agent may reasonably request; (g) on or prior to such date, the Borrower or the Servicer shall have failed to deliver any Monthly Report or Borrowing Base Deficiency does not exist, and (iv) No law or regulation shall prohibit, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of such Advance by the Lenders Certificate required to be delivered in accordance with Section 5.02 hereof; or (h) the provisions hereofAdministrative Agent shall have determined that any event or condition has occurred that has had, or could reasonably be expected to have or result in, a Material Adverse Effect. Notwithstanding the fact that any of the above-described conditions precedent may not have been satisfied in connection with any Advance hereunder, prior a failure to the Termination Date and satisfy clause (b) above solely as a result of an Incipient Termination Event (and not a Termination Event) under Section 9.01(c) with respect to a breach of a covenant under the Borrower’s acceptance of Credit Agreement (provided that such breach has not continued for more than 30 days and that no enforcement or remedies have been sought under the amount of any Advance Credit Agreement), the Borrower shall be permitted to repay Borrowings and request additional Borrowings so long as the Outstanding Principal Amount does not exceed the Outstanding Principal Amount as of the Business Day immediately preceding the day such breach occurred. The delivery by the Borrower of a Borrowing Request and the acceptance by the Borrower of the funds from the related Borrowing on any Advance Date shall be deemed to constitute, as of any such Advance Date, a representation and warranty by the Borrower that the conditions in this Section 3.02 have certified to the Administrative Agent that such conditions precedent have, in fact, been satisfied.

Conditions Precedent to All Advances. Each Advance No Lender shall be obligated to make any Advances hereunder (including the initial Advance) to the Borrower by any Lender and the right of the Collection Agent to remit Collections to the Borrower Advances but excluding Advances made pursuant to Section 2.07(c2.06(c)) shall be subject to on any date if, as of the further conditions precedent that date thereof: (a) with respect to any such Advance, on representation or prior to warranty of the date of such AdvanceBorrower, the Collection Agent shall have delivered to Servicer or any Originator contained herein or in any of the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent, a completed Monthly Report dated on or before the most recent Monthly Report Due Date and (b) on the date of such Advance or remittance of Collections the following statements other Related Documents shall be true and the Borrower by accepting the amount of such Advance untrue or remittance of Collections shall be deemed to have certified that: (i) The representations and warranties contained incorrect in Article IV are correct on and as of such day as though made on and any material respect as of such date, either before or after giving effect to the Advances to be made on such date and to the application of the proceeds therefrom, except to the extent that such representation or warranty expressly relates to an earlier date and except for those that refer to specific dates, which shall be correct as of the dates indicated therein,changes therein expressly permitted by this Agreement; (iib) No any event has occurred and is continuingshall have occurred, or would result from the making of such Advance Advances or remittancefrom the application of the proceeds therefrom, which that constitutes an Incipient Termination Event, a Default Termination Event, an Incipient Servicer Termination Event or an Event of Default,Servicer Termination; (iiic) On and as of such day, the Facility Termination Date shall have occurred; (d) either before or after giving effect to such Advance or remittanceand to the application of the proceeds therefrom, a Funding Excess would exist; (e) any Originator, the Borrower or the Servicer shall fail to have taken such other action, including delivery of approvals, consents, opinions, documents and instruments to the Managing Agents and the Administrative Agent, as any Managing Agent or the Administrative Agent and, if applicable, either Rating Agency, may reasonably request; (f) on or prior to such date, the Borrower or the Servicer shall have failed to deliver any Monthly Report, Weekly Report, Daily Report or Borrowing Base Deficiency does not exist, and (iv) No law or regulation shall prohibit, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of such Advance by the Lenders Certificate required to be delivered in accordance with Section 5.02 or the provisions hereof. Notwithstanding Sale Agreement and such failure shall be continuing; or (g) the fact Administrative Agent (acting at the direction of the Requisite Lenders) shall have determined that any event or condition has occurred that has had, or could reasonably be expected to have or result in, a Material Adverse Effect. The delivery by the Borrower of a Borrowing Request and the acceptance by the Borrower of the above-described conditions precedent may not have been satisfied in connection with funds from the related Borrowing on any Advance hereunder, prior to the Termination Date and as a result of the Borrower’s acceptance of the amount of any Advance the Borrower shall be deemed to constitute, as of any such Advance Date, a representation and warranty by the Borrower that the conditions in this Section 3.02 have certified to the Administrative Agent that such conditions precedent have, in fact, been satisfied.

Conditions Precedent to All Advances. Each Advance (including the initial Advance) to the Borrower by any Lender and the right of the Collection Agent to remit Collections to the Borrower pursuant to Section 2.07(c) shall be subject to the further conditions precedent that (a) with respect to any such Advance, on or prior to the date of such Advance, the Collection Agent shall have delivered to the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent, a completed Monthly Report dated on or before the most recent Monthly Report Due Date and (b) on the date of such Advance or remittance of Collections the following statements shall be true and the Borrower by accepting the amount of such Advance or remittance of Collections shall be deemed to have certified that: (i) The representations and warranties contained in Article IV are correct on and as of such day as though made on and as of such date, except for those that refer to specific dates, which shall be correct as of the dates indicated therein, (ii) No event has occurred and is continuing, or would result from such Advance or remittance, which constitutes a Default or an Event of Default, (iii) On and as of such day, after giving effect to such Advance or remittance, a Borrowing Base Deficiency does not exist, and (iv) No law or regulation shall prohibit, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of such Advance by the Lenders in accordance with the provisions hereof. Notwithstanding the fact that any of the above-described conditions precedent may not have been satisfied in connection with any Advance hereunder, prior to the Termination Date applicable to all Lender Groups then party hereto and as a result of the Borrower’s acceptance of the amount of any Advance the Borrower shall be deemed to have certified to the Administrative Agent that such conditions precedent have, in fact, been satisfied.

Conditions Precedent to All Advances. Each Advance No Lender shall be obligated to make any Advances hereunder (including the initial Advance) to the Borrower by any Lender and the right of the Collection Agent to remit Collections to the Borrower Advances but excluding Advances made pursuant to Section 2.07(c2.01(b)(iii), Section 2.01(b)(iv) shall be subject to or 2.06(c)) on any date if, as of the further conditions precedent that date thereof: (a) with any representation or warranty of the Borrower, the Servicer or any Originator contained herein or in any of the other Related Documents shall be untrue or incorrect in any material respect to (without duplication of any materiality qualifier contained therein) as of such date (unless the giving of any such Advanceuntrue or incorrect representation or warranty has been cured in accordance with Section 4.04 of the Sale Agreement), on either before or prior after giving effect to the Advances to be made on such date of such Advance, the Collection Agent shall have delivered and to the Administrative Agentapplication of the proceeds therefrom, in each case in form and substance satisfactory except to the Administrative Agent, a completed Monthly Report dated on extent that such representation or before the most recent Monthly Report Due Date warranty expressly relates to an earlier date and except for changes therein expressly permitted by this Agreement; (b) on the date of such Advance or remittance of Collections the following statements any event shall be true and the Borrower by accepting the amount of such Advance or remittance of Collections shall be deemed to have certified that: (i) The representations and warranties contained in Article IV are correct on and as of such day as though made on and as of such date, except for those that refer to specific dates, which shall be correct as of the dates indicated therein, (ii) No event has occurred and is continuingoccurred, or would result from the making of such Advance Advances or remittancefrom the application of the proceeds therefrom, which that constitutes an Incipient Termination Event, a Default Termination Event, an Incipient Servicer Termination Event or an Event of Default,Servicer Termination; (iiic) On and as of such day, the Commitment Termination Date shall have occurred; (d) either before or after giving effect to such Advance or remittanceand to the application of the proceeds therefrom, a Funding Excess would exist; or (e) any Originator, the Borrower or the Servicer shall fail to have taken such other action, including delivery of approvals, consents, opinions, documents and instruments to the Lenders and the Administrative Agent, as any Lender or the Administrative Agent and, if applicable, either Rating Agency, may reasonably request; (f) on or prior to such date, the Borrower or the Servicer shall have failed to deliver any Monthly Report, Weekly Report, Daily Report or Borrowing Base Deficiency does not exist, and (iv) No law or regulation shall prohibit, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of such Advance by the Lenders Certificate required to be delivered in accordance with Section 5.02 hereof or the provisions hereof. Notwithstanding Sale Agreement and such failure shall be continuing; (g) the fact Administrative Agent shall have determined that any event or condition has occurred that has had, or could reasonably be expected to have or result in, a Material Adverse Effect. The delivery by the Borrower of a Borrowing Request and the acceptance by the Borrower of the above-described conditions precedent may not have been satisfied in connection with funds from the related Borrowing on any Advance hereunder, prior to the Termination Date and as a result of the Borrower’s acceptance of the amount of any Advance the Borrower shall be deemed to constitute, as of any such Advance Date, as the case may be, a representation and warranty by the Borrower that the conditions in this Section 3.02 have certified to the Administrative Agent that such conditions precedent have, in fact, been satisfied.

Conditions Precedent to All Advances. Each Advance No Lender shall be obligated to make any Advances hereunder (including the initial Advance) to the Borrower by any Lender and the right of the Collection Agent to remit Collections to the Borrower Advances but excluding Advances made pursuant to Section 2.07(c2.01(b)(iii) shall be subject to or Section 2.06(c)) on any date if, as of the further conditions precedent that date thereof: (a) with respect to any such Advance, on representation or prior to warranty of the date of such AdvanceBorrower, the Collection Agent shall have delivered to Servicer or any Originator contained herein or in any of the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent, a completed Monthly Report dated on or before the most recent Monthly Report Due Date and (b) on the date of such Advance or remittance of Collections the following statements other Related Documents shall be true and the Borrower by accepting the amount of such Advance untrue or remittance of Collections shall be deemed to have certified that: (i) The representations and warranties contained incorrect in Article IV are correct on and as of such day as though made on and any material respect as of such date, either before or after giving effect to the Advances to be made on such date and to the application of the proceeds therefrom, except to the extent that such representation or warranty expressly relates to an earlier date and except for those that refer to specific dates, which shall be correct as of the dates indicated therein,changes therein expressly permitted by this Agreement; (iib) No any event has occurred and is continuingshall have occurred, or would result from the making of such Advance Advances or remittancefrom the application of the proceeds therefrom, which that constitutes an Incipient Termination Event, a Default Termination Event, an Incipient Servicer Termination Event or an Event of Default,Servicer Termination; (iiic) On and as of such day, the Facility Termination Date shall have occurred; (d) either before or after giving effect to such Advance or remittanceand to the application of the proceeds therefrom, a Funding Excess would exist; (e) any Originator, the Borrower or the Servicer shall fail to have taken such other action, including delivery of approvals, consents, opinions, documents and instruments to the Managing Agents and the Administrative Agent, as any Managing Agent or the Administrative Agent and, if applicable, either Rating Agency, may reasonably request; (f) on or prior to such date, the Borrower or the Servicer shall have failed to deliver any Monthly Report, Weekly Report, Daily Report or Borrowing Base Deficiency does not exist, and (iv) No law or regulation shall prohibit, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of such Advance by the Lenders Certificate required to be delivered in accordance with Section 5.02 hereof or the provisions hereof. Notwithstanding Sale Agreement and such failure shall be continuing; or (g) the fact Administrative Agent shall have determined that any event or condition has occurred that has had, or could reasonably be expected to have or result in, a Material Adverse Effect. The delivery by the Borrower of a Borrowing Request and the acceptance by the Borrower of the above-described conditions precedent may not have been satisfied in connection with funds from the related Borrowing on any Advance hereunder, prior to the Termination Date and as a result of the Borrower’s acceptance of the amount of any Advance the Borrower shall be deemed to constitute, as of any such Advance Date, a representation and warranty by the Borrower that the conditions in this Section 3.02 have certified to the Administrative Agent that such conditions precedent have, in fact, been satisfied.

Conditions Precedent to All Advances. Each The obligation of Servicing Agent to make each Advance (including the initial Advance) to the Borrower by any Lender and the right each of the Collection Agent Lenders to remit Collections to the Borrower pursuant to Section 2.07(c) make Advances shall be subject to the further conditions precedent that (a) with respect to any such Advance, on or prior to the date of such Advance, the Collection Agent shall have delivered to the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent, a completed Monthly Report dated on or before the most recent Monthly Report Due Date and (b) on the date of such Advance or remittance of Collections and after giving effect thereto (a) the following statements shall be true (and each of the giving of the applicable notice requesting such Advance and the acceptance by the Borrower by accepting of the amount proceeds of such Advance or remittance shall constitute a representation and warranty by the Borrower that on the date of Collections shall be deemed to have certified that:such Advance such statements are true): (i) The Agent shall have received (a) a fully completed Notice of Borrowing and Borrowing Base Certificate, and (b) in the case of any proposed Settlement Advance (other than a Discretionary Non-Ratable Advance) or Settlement Differential Advance, a Borrowing Base Certificate reflecting a Borrowing Base that equals or exceeds the sum of the outstanding Settlement Advances (other than Discretionary Non-Ratable Advances) and Settlement Differential Advances after giving effect to such proposed Advances; (ii) The representations and warranties contained in Article IV Section 4.1 and in Section 4.2, as applicable, of this Agreement are correct on and as of the date of such day Advance, before and after giving effect to such Advance and to the application of the proceeds of such Advance, as though made on and as of such date, except for those that refer to specific dates, which shall be correct as of the dates indicated therein,; (iiiii) No event has occurred and is continuing, or would result from such Advance or remittancefrom the application of the proceeds of such Advance, which constitutes a Default or an Event of Default, (iii) On and as Default or would constitute an Event of such day, after giving effect to such Advance Default or remittance, a Borrowing Base Deficiency does not exist, Potential Default unless waived; and (iv) No law Since the Closing Date, no event or regulation events shall prohibit, have occurred and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of such Advance by the Lenders in accordance with the provisions hereof. Notwithstanding the fact that any of the above-described conditions precedent may not have been satisfied in connection with any Advance hereunder, prior to the Termination Date and as a result of the Borrower’s acceptance of the amount of any Advance the Borrower shall be deemed to have certified to the Administrative Agent that such conditions precedent continuing which would have, in factor would reasonably be expected to result in, been satisfied.a Material Adverse Change;

Conditions Precedent to All Advances. Each The Lender shall have no obligation to make any Advance hereunder until such time (if any) as Lender has notified Borrower of Lender's agreement, in Lender's sole and complete discretion, to make a requested Advance as provided in Article I above. Upon Lender's agreement (if any) to make an Advance (including the initial Advance) ), Lender's obligation to the Borrower by any Lender and the right of the Collection Agent to remit Collections to the Borrower pursuant to Section 2.07(c) make such Advance shall be subject to the further conditions precedent that (a) with respect to any such Advance, on or prior to the date of such Advance (a) the following statements shall be true, and each of the Collection Agent giving of the notice requesting such Advance and the acceptance by the Borrower of the proceeds of such Advance shall have delivered to constitute a representation and warranty by the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent, a completed Monthly Report dated on or before the most recent Monthly Report Due Date and (b) Borrower that on the date of such Advance or remittance of Collections the following such statements shall be true and the Borrower by accepting the amount of such Advance or remittance of Collections shall be deemed to have certified thatare true: (i) The representations and warranties of the Borrower contained in Article IV this Agreement and any Mortgage then in effect are correct on and as of the date of such day Advance, before and after giving effect to such Advance and to the use of the proceeds thereof, as though made on and as of such date, except for those that refer to specific dates, which shall be correct as of the dates indicated therein,and (ii) No event has occurred and is continuing, or would result from such Advance or remittancefrom the use of the proceeds thereof, which constitutes a Default or an Event of Default, Default (iiias defined in Section 5.01 hereof) On or would constitute an Event of Default but for the requirement that notice be given or time elapse or both; and as of such day, after giving effect (b) the Lender shall have received the Warrants (defined below) corresponding to such Advance or remittance, a Borrowing Base Deficiency does not exist, and (iv) No law or regulation shall prohibit, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of such Advance by the Lenders in accordance with Article VII below, and such approvals, opinions or documents as the provisions hereof. Notwithstanding the fact that any of the above-described conditions precedent Lender may not have been satisfied in connection with any Advance hereunder, prior to the Termination Date and as a result of the Borrower’s acceptance of the amount of any Advance the Borrower shall be deemed to have certified to the Administrative Agent that such conditions precedent have, in fact, been satisfiedreasonably request.

Conditions Precedent to All Advances. Each Advance No Lender shall be obligated to make any Advances hereunder (including the initial Advance) to the Borrower by any Lender and the right of the Collection Agent to remit Collections to the Borrower Advances but excluding Advances made pursuant to Section 2.07(c2.06(c)) shall be subject to on any date if, as of the further conditions precedent that date thereof: (a) with respect to any such Advance, on representation or prior to warranty of the date of such AdvanceBorrower, the Collection Agent shall have delivered to Servicer or any Originator contained herein or in any of the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent, a completed Monthly Report dated on or before the most recent Monthly Report Due Date and (b) on the date of such Advance or remittance of Collections the following statements other Related Documents shall be true and the Borrower by accepting the amount of such Advance untrue or remittance of Collections shall be deemed to have certified that: (i) The representations and warranties contained incorrect in Article IV are correct on and as of such day as though made on and any material respect as of such date, either before or after giving effect to the Advances to be made on such date and to the application of the proceeds therefrom, except to the extent that such representation or warranty expressly relates to an earlier date and except for those that refer to specific dates, which shall be correct as of the dates indicated therein,changes therein expressly permitted by this Agreement; (iib) No any event has occurred and is continuingshall have occurred, or would result from the making of such Advance Advances or remittancefrom the application of the proceeds therefrom, which that constitutes an Incipient Termination Event, a Default Termination Event, an Incipient Servicer Termination Event or an Event of Default,Servicer Termination; (iiic) On and as of such day, the Facility Termination Date shall have occurred; (d) either before or after giving effect to such Advance or remittanceand to the application of the proceeds therefrom, a Funding Excess would exist; (e) any Originator, the Borrower or the Servicer shall fail to have taken such other action, including delivery of approvals, consents, opinions, documents and instruments to the Managing Agents and the Administrative Agent, as any Managing Agent or the Administrative Agent and, if applicable, either Rating Agency, may reasonably request; (f) on or prior to such date, the Borrower or the Servicer shall have failed to deliver any Monthly Report, Weekly Report, Daily Report or Borrowing Base Deficiency does not exist, and (iv) No law or regulation shall prohibit, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of such Advance by the Lenders Certificate required to be delivered in accordance with Section 5.02 hereof or the provisions hereof. Notwithstanding Sale Agreement and such failure shall be continuing; or (g) the fact Administrative Agent (acting at the direction of the Requisite Lenders) shall have determined that any event or condition has occurred that has had, or could reasonably be expected to have or result in, a Material Adverse Effect. The delivery by the Borrower of a Borrowing Request and the acceptance by the Borrower of the above-described conditions precedent may not have been satisfied in connection with funds from the related Borrowing on any Advance hereunder, prior to the Termination Date and as a result of the Borrower’s acceptance of the amount of any Advance the Borrower shall be deemed to constitute, as of any such Advance Date, a representation and warranty by the Borrower that the conditions in this Section 3.02 have certified to the Administrative Agent that such conditions precedent have, in fact, been satisfied.

Conditions Precedent to All Advances. Each The obligation of each Lender to make any Advance (including on the initial Advance) to the Borrower by any Lender and the right occasion of the Collection Agent to remit Collections to the Borrower pursuant to Section 2.07(c) each Borrowing shall be subject to the further satisfaction or waiver in writing by the Lenders of the following conditions precedent that precedent: (a) receipt of a Notice of Borrowing and a Portfolio Face Calculation from the Borrower requesting such Borrowing in accordance with Section 2.02.; provided, however that receipt of a Notice of Borrowing by the Administrative Agent or a Lender within thirty (30) days after the receipt a previous Notice of Borrowing shall not satisfy the condition set forth in this subsection (a) and shall not give rise to any obligations on the part of the Administrative Agent or any Lender with respect to any such Advance, on or prior Notice of Borrowing; provided further that the aggregate amount of the Advances requested with respect to a Notice of Borrowing shall not exceed ten percent (10%) of the date aggregate face amount of such Advance, the Collection Agent shall have delivered to Policies at the time the Notice of Borrowing and Portfolio Face Calculation are received by the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent, a completed Monthly Report dated on or before the most recent Monthly Report Due Date and ; (b) on the date of such Advance or remittance of Collections the following statements shall be true and the Borrower by accepting the amount of such Advance or remittance of Collections shall be deemed to have certified that: (i) The representations and warranties contained in Article IV each Financing Agreement are true and correct in all material respects on and as of such day date, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, except for those that other than any such representations or warranties that, by their terms, refer to a specific datesdate other than the date of such Borrowing, in which shall be correct case as of the dates indicated therein,such specific date; (iic) No event no Default or Event of Default has occurred and is continuing, continuing or would result from such Advance Borrowing or remittance, which constitutes a Default or an Event from the application of Default,the proceeds therefrom; (iiid) On the Confirmation Order shall be in full force and as effect, and shall not (in whole or in part) have been reversed, modified, amended, stayed, or vacated or be subject to a stay pending appeal, in each case, without the consent of such daythe Administrative Agent; (e) [RESERVED]. (f) there shall exist no action, after giving effect litigation or proceeding, pending before any arbitrator or governmental instrumentality which relates to such Advance the Financing Agreements or remittancethe transactions contemplated thereby that could reasonably be expected to have a Material Adverse Effect. (g) if required by Section 8.04, a Borrowing Base Deficiency does not exist, and (iv) No law or regulation Proposed 13-Week Budget shall prohibit, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of such Advance by the Lenders in accordance with the provisions hereof. Notwithstanding the fact that any of the above-described conditions precedent may not have been satisfied in connection with any Advance hereunder, prior to the Termination Date and as a result of the Borrower’s acceptance of the amount of any Advance the Borrower shall be deemed to have certified delivered to the Administrative Agent that such conditions precedent have, in fact, been satisfiedand become the Approved 13-Week Budget pursuant to Section 8.04.

Conditions Precedent to All Advances. Each The obligation of Bank to make any Advance (including the initial Advance) to the Borrower by any Lender and the right of the Collection Agent to remit Collections to the Borrower pursuant to Section 2.07(c) shall be subject (in addition to the conditions precedent set forth in Section 10) to the further conditions precedent that on the date such Advance is made: (a1) with respect to any the following statement shall be true and, if Bank requests it, Bank shall have received a certificate signed by a duly authorized officer of each Borrower dated the date of such Advance, Advance stating that: (i) the representations and warranties contained in all of the Loan Documents are true and correct on or prior to and as of the date of such Advance, the Collection Agent shall have delivered to the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent, a completed Monthly Report dated on or before the most recent Monthly Report Due Date and (b) on the date of such Advance or remittance of Collections the following statements shall be true and the Borrower by accepting the amount of such Advance or remittance of Collections shall be deemed to have certified that: (i) The representations and warranties contained in Article IV are correct on and as of such day as though made on and as of such date, except for those that refer to specific dates, which shall be correct as of the dates indicated therein, ; (ii) No no event has occurred or circumstance exists and is continuing, or would result from such Advance or remittanceAdvance, which constitutes a Default or an Event of Default,Default or would constitute an Event of Default but for the requirement that notice be given or time elapse or both; (iii2) On and as of such dayBank shall have received evidence satisfactory to it that, after giving effect to the Advance, neither any Borrower nor any Guarantor will be insolvent (as defined in any and all applicable bankruptcy or insolvency statutes), will be left with unreasonably small capital to conduct its businesses or will have incurred debts beyond its ability to repay them as they mature; (3) Bank shall have received such Advance other approvals, opinions or remittance, a Borrowing Base Deficiency does not exist, documents as it may request; and (iv4) Bank shall not have made any good faith determination that a material adverse change in the financial condition of any Borrower or Guarantor has occurred, or that the ability of any Borrower of Guarantor to perform its or his obligations under any Loan Document has been materially impaired, or that Bank is insecure. (1) No law failure by Bank to insist on fulfillment, before it makes a particular Advance, of any condition precedent specified in Sections 10 or regulation 11 shall prohibitoperate as a waiver of or otherwise impair its right to insist on such condition precedent's fulfillment before it makes any other Advance, and no order, judgment or decree any failure to fulfill such condition precedent on demand shall constitute a breach of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of such Advance by the Lenders in accordance with the provisions hereof. Notwithstanding the fact that any of the above-described conditions precedent may not have been satisfied in connection with any Advance covenant hereunder, prior to the Termination Date and as a result of the Borrower’s acceptance of the amount of any Advance the Borrower shall be deemed to have certified to the Administrative Agent that such conditions precedent have, in fact, been satisfied.

Conditions Precedent to All Advances. Each The obligation of the Lender and the Secondary Lenders to make any Advance (including the initial Advance) to the Borrower by on any Lender and the right of the Collection Agent to remit Collections to the Borrower pursuant to Section 2.07(c) Borrowing Date shall be subject to the further conditions precedent that fulfillment of the following conditions: (a) with respect to any each of the representations and warranties of the Borrower, the Custodian, each Adviser, Eaton Vance and each Manager contained in this Agreement, xxx Xxxxxx Agreement and the other Program Documents shall be true and correct as of such Advance, on date; (b) no Default or Event of Default shall have occurred and be continuing at or prior to the date time of such Advance, the Collection Agent shall have delivered to the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent, a completed Monthly Report dated on or before the most recent Monthly Report Due Date and (b) on the date making of such Advance or remittance of Collections shall result from the following statements shall be true and the Borrower by accepting the amount making of such Advance or remittance of Collections shall be deemed to have certified that:Advance; (ic) The representations and warranties contained the conditions precedent set forth in Article IV are correct on and as of such day as though made on and as of such date, except for those that refer to specific dates, which Section 3.01 shall be correct as of the dates indicated therein,have been fully satisfied; (iid) No event has occurred and is continuing, or would result from such Advance or remittance, which constitutes a Default or an Event of Default, (iii) On and as of such day, immediately after giving effect to such Advance or remittance, a Borrowing Base Deficiency does not exist, and (iv) No law or regulation shall prohibit, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of such Advance by the Lenders in accordance with the provisions hereof. Notwithstanding the fact that any of the above-described conditions precedent may not have been satisfied in connection with any Advance hereunder, prior to the Termination Date and as a result of the Borrower’s acceptance of the amount of any Advance the Borrower shall be deemed in full compliance with the Borrowing Base Test; (e) immediately after the making of any such Advance, the aggregate outstanding principal amount of all Advances shall not exceed the Total Commitment; (f) the Agent shall have received such other instruments, certificates and documents as the Agent shall reasonably request; (i) no proceeding shall have been instituted by or against any then current Adviser or Manager seeking to have certified adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the Administrative Agent that entry of an order for relief or the appointment of a receiver, trustee, or other similar official for it or for any substantial part of its property; or (ii) any Adviser or any Manager shall admit in writing its inability to pay its debts as they come due; or (iii) any Adviser or any Manager takes any action to authorize any of the foregoing actions (any of such conditions precedent haveevents set forth in the preceding clauses (i), in fact(ii) or (iii); and (h) a pro-forma Investor Report, been satisfiedwhich shall evidence compliance with the terms of the Program Documents after giving effect to such Advance.

Conditions Precedent to All Advances. Each Advance No Lender shall be obligated to make any Advances hereunder (including the initial Advance) to the Borrower by any Lender and the right of the Collection Agent to remit Collections to the Borrower Advances but excluding Advances made pursuant to Section 2.07(c2.06(c)) shall be subject to on any date if, as of the further conditions precedent that date thereof: (a) with respect to any such Advance, on representation or prior to warranty of the date of such AdvanceBorrower, the Collection Agent Servicer or any Originator contained herein or in any of the other Related Documents shall have delivered to be untrue or incorrect in any material respect (or in the Administrative Agentcase of any representation and warranty qualified by materiality, Material Adverse Effect or other similar qualifier, in each case in form and substance satisfactory to the Administrative Agent, a completed Monthly Report dated on or before the most recent Monthly Report Due Date and (ball respects) on the date of such Advance or remittance of Collections the following statements shall be true and the Borrower by accepting the amount of such Advance or remittance of Collections shall be deemed to have certified that: (i) The representations and warranties contained in Article IV are correct on and as of such day as though made on and as of such date, either before or 744861979 10435078 after giving effect to the Advances to be made on such date and to the application of the proceeds therefrom, except to the extent that such representation or warranty expressly relates to an earlier date and except for those that refer to specific dates, which shall be correct as of the dates indicated therein,changes therein expressly permitted by this Agreement; (iib) No any event has occurred and is continuingshall have occurred, or would result from the making of such Advance Advances or remittancefrom the application of the proceeds therefrom, which that constitutes an Incipient Termination Event, a Default Termination Event, an Incipient Servicer Termination Event or an Event of Default,Servicer Termination; (iiic) On and as of such day, the Facility Termination Date shall have occurred; (d) either before or after giving effect to such Advance or remittanceand to the application of the proceeds therefrom, a Funding Excess would exist; (e) any Originator, the Borrower or the Servicer shall fail to have taken such other action, including delivery of approvals, consents, opinions, documents and instruments to the Managing Agents and the Administrative Agent, as any Managing Agent or the Administrative Agent may reasonably request; or (f) on or prior to such date, the Borrower or the Servicer shall have failed to deliver any Monthly Report, Weekly Report, Daily Report or Borrowing Base Deficiency does not exist, and (iv) No law or regulation shall prohibit, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of such Advance by the Lenders Certificate required to be delivered in accordance with Section 5.02 or the provisions hereofSale Agreement and such failure shall be continuing. Notwithstanding The delivery by the fact that any Borrower of a Borrowing Request and the acceptance by the Borrower of the above-described conditions precedent may not have been satisfied in connection with funds from the related Borrowing on any Advance hereunder, prior to the Termination Date and as a result of the Borrower’s acceptance of the amount of any Advance the Borrower shall be deemed to constitute, as of any such Advance Date, a representation and warranty by the Borrower that the conditions in this Section 3.02 have certified to the Administrative Agent that such conditions precedent have, in fact, been satisfied.

Conditions Precedent to All Advances. Each The obligation of the Lender and the Secondary Lenders to make any Advance (including the initial Advance) to the Borrower by on any Lender and the right of the Collection Agent to remit Collections to the Borrower pursuant to Section 2.07(c) Borrowing Date shall be subject to the further conditions precedent that fulfillment of the following conditions: (a) with respect to any each of the representations and warranties of the Borrower, the Custodian, each Adviser, Eaton Vance and each Manager contained in this Agreement, xxx Xxxxxx Agreement and the other Program Documents shall be true and correct as of such Advance, on date; (b) no Default or Event of Default shall have occurred and be continuing at or prior to the date time of such Advance, the Collection Agent shall have delivered to the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent, a completed Monthly Report dated on or before the most recent Monthly Report Due Date and (b) on the date making of such Advance or remittance of Collections shall result from the following statements shall be true and the Borrower by accepting the amount making of such Advance or remittance of Collections shall be deemed to have certified that:Advance; (ic) The representations and warranties contained the conditions precedent set forth in Article IV are correct on and as of such day as though made on and as of such date, except for those that refer to specific dates, which Section 3.01 shall be correct as of the dates indicated therein,have been fully satisfied; (iid) No event has occurred and is continuing, or would result from such Advance or remittance, which constitutes a Default or an Event of Default, (iii) On and as of such day, immediately after giving effect to such Advance or remittance, a Borrowing Base Deficiency does not exist, and (iv) No law or regulation shall prohibit, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of such Advance by the Lenders in accordance with the provisions hereof. Notwithstanding the fact that any of the above-described conditions precedent may not have been satisfied in connection with any Advance hereunder, prior to the Termination Date and as a result of the Borrower’s acceptance of the amount of any Advance the Borrower shall be deemed in full compliance with the Borrowing Base Test; (e) immediately after the making of any such Advance, the aggregate outstanding principal amount of all Advances shall not exceed the Total Commitment; (f) the Agent shall have received such other instruments, certificates and documents as the Agent shall reasonably request; (i) no proceeding shall have been instituted by or against any then current Adviser or Manager seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, or other similar official for it or for any substantial part of its property; (ii) no Adviser or Manager shall have certified admitted in writing its inability to pay its debts as they come due; and (iii) no Adviser or Manager shall have taken any action to authorize any of the Administrative foregoing actions; and (h) the Agent that shall have received a pro-forma Investor Report, which shall evidence compliance with the terms of this Section 3.02 and the other terms of the Program Documents after giving effect to such conditions precedent have, in fact, been satisfiedAdvance.

Conditions Precedent to All Advances. Each Advance The obligation of each Bank to make Advances pursuant to the terms and conditions of this Agreement (including the initial Advance) to making of Term Loans on the Borrower by any Lender and the right of the Collection Agent to remit Collections to the Borrower pursuant to Section 2.07(cTerm Loan Conversion Date) shall be subject to the further conditions precedent that satisfaction of (a) with respect to any such Advance, on or prior to in the date case of such the initial Revolving Advance, the Collection Agent shall have delivered to the Administrative Agent, conditions precedent set forth in each case in form Sections 3.01 and substance satisfactory to the Administrative Agent, a completed Monthly Report dated on or before the most recent Monthly Report Due Date 3.02 above and (b) the additional conditions precedent that on the date of such Advance or remittance of Collections the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the applicable Borrower by accepting of the amount proceeds of such Advance (or, in the case of the Term Loans, the giving of the written notice of the Term-Out Election) shall constitute a representation and warranty by the Borrowers and, to the extent any such representation or remittance warranty relates to Global or any of Collections shall be deemed to have certified that:its Subsidiaries, Global, that on the date of such Advance such statements are true): (i) The representations and warranties contained in Article IV Section 4.01 are correct in all material respects (other than those representations and warranties that are subject to a materiality qualifier, which shall be true and correct in all respects) on and as of the date of such day Advance (other than those representations and warranties that expressly relate solely to a specific earlier date, which shall remain correct in all material respects (other than those representations and warranties that are subject to a materiality qualifier, which shall be true and correct in all respects) as of such earlier date), before and after giving effect to such Advance and the Borrowing of which such Advance is a part and to the application of the proceeds therefrom, as though made on and as of such date, except for those that refer to specific dates, which shall be correct as of the dates indicated therein,; (ii) No event has occurred and is continuing, or would result from such Advance or remittancethe Borrowing of which such Advance is a part or from the application of the proceeds therefrom, which constitutes a Default or Default, an Event of Default,Default or both; (iii) On and as There shall exist no request, directive, injunction, stay, order, litigation, or proceeding purporting to affect or call into question the legality, validity, or enforceability of such day, after giving effect to such Advance this Agreement or remittance, a Borrowing Base Deficiency does not exist, the Notes or the consummation of the transactions contemplated thereby; and (iv) No law The making, borrowing, or regulation shall prohibit, and no order, judgment or decree application of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making proceeds of such Advance by would not result in (i) margin stock (within the Lenders meaning of Regulation T, U or X of the Federal Reserve Board) comprising 25% or more of the assets (including any Equity Interests held in accordance with treasury) of the provisions hereof. Notwithstanding the fact that Parent and its Restricted Subsidiaries, taken as a whole, or (ii) any Borrower, any of the abovetheir Subsidiaries, or any Bank being in non-described conditions precedent may not have been satisfied compliance with or in connection with any Advance hereunderviolation of Regulation T, prior to the Termination Date and as a result U or X of the Borrower’s acceptance of the amount of any Advance the Borrower shall be deemed to have certified to the Administrative Agent that such conditions precedent have, in fact, been satisfiedFederal Reserve Board.

Conditions Precedent to All Advances. Each Advance (including the initial Advance) to the Borrower by and each rollover or continuation of any Lender and the right of the Collection Agent to remit Collections to the Borrower pursuant to Section 2.07(c) Advance shall be subject to the further conditions precedent that (a) with respect the Servicer shall have delivered to any such Advance, the Agent on or prior to the date of such Advancethereof, the Collection Agent shall have delivered to the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent, a completed all Monthly Report dated on Reports as and when due under Section 8.5; the Facility Termination Date shall not have occurred; the Agent shall have received such other approvals, opinions or before the most recent Monthly Report Due Date documents as it may reasonably request; and (b) on the date of such Advance or remittance of Collections thereof, the following statements shall be true (and acceptance of the Borrower by accepting the amount proceeds of such Advance or remittance of Collections shall be deemed to have certified that:a representation and warranty by Borrower that such statements are then true): (i) The the representations and warranties contained set forth in Article IV Section 5.1 are true and correct on and as of the date of such day Advance (or such Settlement Date, as the case may be), rollover or continuation of any Advance and as of the date of any Purchase by Borrower under the Sale Agreement as though made on and as of such date, except for those that refer to specific dates, which shall be correct as of the dates indicated therein,; (ii) No no event has occurred and is continuing, or would result from such Advance (or remittancethe continuation thereof), which constitutes a Default that will constitute an Amortization Event, and no event has occurred and is continuing, or would result from such Advance (or the continuation thereof), rollover or continuation of any Advance or any Purchase by Borrower under the Sale Agreement, that would constitute an Event of Default,Unmatured Amortization Event; and (iii) On and as of such day, after giving effect to such Advance Advance, rollover or remittance, a Borrowing Base Deficiency does not exist, and (iv) No law or regulation shall prohibit, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of such Advance by the Lenders in accordance with the provisions hereof. Notwithstanding the fact that any of the above-described conditions precedent may not have been satisfied in connection with any Advance hereunder, prior to the Termination Date and as a result of the Borrower’s acceptance of the amount continuation of any Advance and any Purchase by Borrower under the Borrower shall be deemed to have certified to Sale Agreement, the Administrative Agent that such conditions precedent have, in fact, been satisfiedAggregate Principal will not exceed the Borrowing Limit.

Conditions Precedent to All Advances. Each Advance (including the initial Advance) No Lender shall be obligated to the Borrower by make any Lender and the right Advances hereunder on any date if, as of the Collection Agent to remit Collections to the Borrower pursuant to Section 2.07(c) shall be subject to the further conditions precedent that date thereof: (a) with respect to any such Advance, on representation or prior to warranty of the date Borrower or the Servicer contained herein or in any of such Advance, the Collection Agent shall have delivered to the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent, a completed Monthly Report dated on or before the most recent Monthly Report Due Date and (b) on the date of such Advance or remittance of Collections the following statements other Related Documents shall be true and the Borrower by accepting the amount of such Advance untrue or remittance of Collections shall be deemed to have certified that: (i) The representations and warranties contained in Article IV are correct on and as of such day as though made on and incorrect as of such date, either before or after giving effect to the Advances on such date and to the application of the proceeds therefrom, except to the extent that such representation or warranty expressly relates to an earlier date and except for those that refer to specific dates, which shall be correct as of the dates indicated therein,changes therein expressly permitted by this Agreement; (iib) No any event has occurred and is continuingshall have occurred, or would result from such Advances on such Advance Date or remittancefrom the application of the proceeds therefrom that constitutes an Incipient Termination Event, which constitutes a Default Termination Event, an Incipient Servicer Termination Event or an Event of Default,Servicer Termination; (iiic) On and as the Borrower shall not be in compliance with any of such day, its covenants or other agreements set forth herein; (d) the Facility Termination Date shall have occurred; (e) either before or after giving effect to such Advance Advance, to the application of the proceeds therefrom a Funding Excess would exist; (f) any Originator, the Borrower or remittancethe Servicer shall fail to have taken such other action, including delivery of approvals, consents, opinions, documents and instruments to the Lenders and the Administrative Agent, (i) as any Lender or the Administrative Agent may reasonably request, or (ii) as either Rating Agency may request; (g) the Administrative Agent shall have determined that any event or condition has occurred that has had, or could reasonably be expected to have or result in, a Material Adverse Effect; or (h) the Administrative Agent shall not have received a Borrowing Base Deficiency does not exist, and (iv) No law or regulation shall prohibit, and no order, judgment or decree Certificate on such date as required pursuant to Section 2.03(a). The delivery by the Borrower of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoina Borrowing Request, the making acceptance by the Borrower of the funds from such Advance by the Lenders in accordance with the provisions hereof. Notwithstanding the fact that any of the above-described conditions precedent may not have been satisfied in connection with on any Advance hereunder, prior to the Termination Date and as a result of the Borrower’s acceptance of the amount of any Advance the Borrower shall be deemed to constitute, as of any such Advance Date, a representation and warranty by the Borrower that the conditions in this Section 3.02 have certified to the Administrative Agent that such conditions precedent have, in fact, been satisfied.

Conditions Precedent to All Advances. Each Advance (including the initial Advance) to the Borrower by any Lender and from the right of the Collection Agent to remit Collections to the Borrower pursuant to Section 2.07(c) Lenders shall be subject to the further conditions precedent that that: (a) with respect to any such Advance, on or prior to On the date Advance Date of such Advance, the Collection Agent shall have delivered to the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent, a completed Monthly Report dated on or before the most recent Monthly Report Due Date and (b) on the date of such Advance or remittance of Collections the following statements shall be true and correct, and the Borrower by accepting the any amount of such Advance or remittance of Collections shall be deemed to have certified that: (i) The the Manager (on behalf of the Borrower) shall have delivered to the Administrative Agent (with a copy to the Collateral Agent) a Notice of Borrowing in accordance with Section 2.02 and, in connection therewith: (A) an Officer’s Certificate (which may be included as part of the Notice of Borrowing) computed as of the proposed Advance Date , (B) a Borrowing Base Certificate, (C) a Loan Asset Schedule and (D) such additional information, approvals, documents, certificates and reports as may be reasonably requested by the Administrative Agent and, if applicable and to the extent not previously delivered with respect to the acquisition of the related Loan Asset but only if not superseded or subsequently amended; (ii) the representations and warranties contained in Article IV Sections 4.01, 4.02 and 4.03 are true and correct in all material respects (or if such representation and warranty is already qualified by the words “material”, “materially” or “Material Adverse Effect”, then such representation and warranty shall be true and correct in all respects) before and after giving effect to the Advance to take place on such Advance Date and to the application of proceeds therefrom, on and as of such day as though made on and as of such date, except for those date (other than any representation and warranty that refer to specific dates, which shall be correct is made as of the dates indicated therein,a specific date); (iiiii) No no Event of Default exists prior to or would result from such Advance, and no Unmatured Event of Default exists prior to or would result from such Advance; (iv) no event has occurred and is continuing, or would result from such Advance or remittanceAdvance, which constitutes a Manager Default or an Event any event which, if it continues uncured, will, with notice or lapse of time, constitute a Manager Default,; (iiiv) On and as of such day, after giving effect to the making of such Advance, the Advance Rate Test is satisfied; (vi) since the Closing Date, there has been no Material Adverse Effect; (vii) all filings (including, UCC filings) required to be made by any Person and all actions required to be taken or remittanceperformed by any Person in any jurisdiction to give the Collateral Agent, for the benefit of the Secured Parties, a Borrowing Base Deficiency does not existfirst priority perfected security interest (subject only to Permitted Liens) in the Collateral, including such Eligible Loan Assets and the Related Asset and the proceeds thereof shall have been, or will, following the making of such Advances, be made, taken or performed; and (ivviii) if a Loan Asset is to be acquired with the proceeds of such Advance, the conditions in Section 3.04 are satisfied. (b) No law or regulation Applicable Law shall prohibit, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of such Advance Advances by any Lender or the Lenders proposed Grant of Eligible Loan Assets in accordance with the provisions hereof. (c) The proposed Advance Date shall take place during the Revolving Period. (d) The Borrower shall have paid in full all fees and expenses then required to be paid, including all fees and expenses required hereunder to the extent invoiced at least two (2) Business Days prior to the related Advance Date (other than any and all fees required to be paid on the Closing Date). Notwithstanding The failure to satisfy any of the fact foregoing conditions precedent in respect of any Advance shall give rise to a right of the Administrative Agent and the Lenders to rescind the related Advance and direct the Borrower to pay to the Administrative Agent for the benefit of the Lenders an amount equal to the Advances made during any such time that any of the above-described foregoing conditions precedent may were not have been satisfied in connection with any Advance hereunder, prior to the Termination Date and as a result of the Borrower’s acceptance of the amount of any Advance the Borrower shall be deemed to have certified to the Administrative Agent that such conditions precedent have, in fact, been satisfied.

Conditions Precedent to All Advances. Each Advance The obligation of each Bank to make Advances (including whether prior to, on or after the initial AdvancePride Merger Effective Date) pursuant to the Borrower by any Lender terms and the right conditions of the Collection Agent to remit Collections to the Borrower pursuant to Section 2.07(c) this Agreement shall be subject to the further satisfaction of (a) in the case of the initial Advance requested on or after the Effective Date, the conditions precedent set forth in Section 3.01 above, (b) in the case of the initial Advance requested on or after the Pride Merger Effective Date, the conditions precedent set forth in Section 3.02 above and (c) the additional conditions precedent that (a) with respect to any such Advance, on or prior to the date of such Advance, the Collection Agent shall have delivered to the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent, a completed Monthly Report dated on or before the most recent Monthly Report Due Date and (b) on the date of such Advance or remittance of Collections the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the applicable Borrower by accepting of the amount proceeds of such Advance shall constitute a representation and warranty by the Borrowers and, to the extent any such representation or remittance warranty relates to Global or any of Collections shall be deemed to have certified that:its Subsidiaries, Global, that on the date of such Advance such statements are true): (i) The representations and warranties contained in Article IV Section 4.01 are correct in all material respects (other than those representations and warranties that are subject to a materiality qualifier, which shall be true and correct in all respects) on and as of the date of such day Advance (other than those representations and warranties that expressly relate solely to a specific earlier date, which shall remain correct in all material respects (other than those representations and warranties that are subject to a materiality qualifier, which shall be true and correct in all respects) as of such earlier date), before and after giving effect to such Advance and the Borrowing of which such Advance is a part and to the application of the proceeds therefrom, as though made on and as of such date, except for those that refer to specific dates, which shall be correct as of the dates indicated therein,; (ii) No event has occurred and is continuing, or would result from such Advance or remittancethe Borrowing of which such Advance is a part or from the application of the proceeds therefrom, which constitutes a Default or Default, an Event of Default,Default or both; (iii) On and as There shall exist no request, directive, injunction, stay, order, litigation, or proceeding purporting to affect or call into question the legality, validity, or enforceability of such day, after giving effect to such Advance this Agreement or remittance, a Borrowing Base Deficiency does not exist, the Notes or the consummation of the transactions contemplated thereby; and (iv) No law The making, borrowing, or regulation shall prohibit, and no order, judgment or decree application of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making proceeds of such Advance by would not result in (i) margin stock (within the Lenders meaning of Regulation T, U or X of the Federal Reserve Board) comprising 25% or more of the assets (including any Equity Interests held in accordance with treasury) of the provisions hereof. Notwithstanding the fact that Parent and its Restricted Subsidiaries, taken as a whole, or (ii) any Borrower, any of the abovetheir Subsidiaries, any Bank, or any Issuing Bank being in non-described conditions precedent may not have been satisfied compliance with or in connection with any Advance hereunderviolation of Regulation T, prior to the Termination Date and as a result U or X of the Borrower’s acceptance of the amount of any Advance the Borrower shall be deemed to have certified to the Administrative Agent that such conditions precedent have, in fact, been satisfiedFederal Reserve Board.

Conditions Precedent to All Advances. Each Advance (Lender’s agreement to make any Advance, including the initial Initial Advance) to the Borrower by any Lender and the right of the Collection Agent to remit Collections to the Borrower pursuant to Section 2.07(c) shall be , is subject to the further conditions precedent that following: (a) timely receipt, in accordance with respect to any such Advance, on or prior to Section 6.2(a) of this Agreement of the Compliance Certificate (with all exhibits and schedules thereto) and an Advance Request; (b) as of the date of such Advance, and before and after giving effect thereto, Borrower shall be in compliance with all terms and provisions set forth herein and in the Collection Agent other Loan Documents to be observed or performed by Borrower; (c) as of the date of such Advance, and before and after giving effect thereto, no Event of Default shall have delivered occurred and be continuing; (d) as of the date of such Advance, Borrower shall have sufficient Availability in order to give effect to such Advance as determined by Lender on the Administrative Agent, in each case in form basis of an Advance Request and substance satisfactory to the Administrative Agent, a completed Monthly Report dated on or before the most recent Monthly Report Due Date Compliance Certificate delivered by Borrower to Lender; (e) Lender shall have received such other approvals or documents as it may reasonably request consistent with the terms of this Agreement; and (f) each of the representations and warranties in Section 5 (bas well as any other statements set forth herein) shall be true and correct in all material respects (except to the extent such representation and warranty relates to a specific date in which case the representation and warranty shall be true and correct in all material respects as of such date) on the date of the Compliance Certificate and on the effective date of each Advance. Each Advance is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 remain true and correct in all material respects (except to the extent such Advance or remittance of Collections representation and warranty relates to a specific date in which case the following statements representation and warranty shall be true and the Borrower by accepting the amount of such Advance or remittance of Collections shall be deemed to have certified that: (i) The representations and warranties contained correct in Article IV are correct on and as of such day as though made on and all material respects as of such date, except for those that refer to specific dates, which shall be correct as of the dates indicated therein, (ii) No event has occurred and is continuing, or would result from such Advance or remittance, which constitutes a Default or an Event of Default, (iii) On and as of such day, after giving effect to such Advance or remittance, a Borrowing Base Deficiency does not exist, and (iv) No law or regulation shall prohibit, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of such Advance by the Lenders in accordance with the provisions hereof. Notwithstanding the fact that any of the above-described conditions precedent may not have been satisfied in connection with any Advance hereunder, prior to the Termination Date and as a result of the Borrower’s acceptance of the amount of any Advance the Borrower shall be deemed to have certified to the Administrative Agent that such conditions precedent have, in fact, been satisfied).

Conditions Precedent to All Advances. Each Advance (including the initial Advance) to the Borrower by any Lender and the right As of the Collection Agent to remit Collections to Closing Date and each Borrowing Date, the Borrower pursuant to Section 2.07(c) shall be obligations of the Lender make Advances is subject to the further conditions precedent that fulfillment of the following conditions: (a) with respect to any such Advance, on or prior to the date of such Advance, the Collection Agent The Lender shall have delivered to the Administrative Agent, received copies of each Life Policy Documentation Package in respect of each case in form and substance satisfactory to the Administrative Agent, a completed Monthly Report dated on or before the most recent Monthly Report Due Date and (b) on the date of such Advance or remittance of Collections the following statements shall be true and the Borrower by accepting the amount of such Advance or remittance of Collections shall be deemed to have certified that:Life Policy. (i) The representations and warranties of each Borrower, the Policy Subsidiary, the General Partner and their respective Affiliates contained in Article IV are correct this Agreement and in each of the other Transaction Documents, shall be true on and as of such day the date of the signing of this Agreement and, except for representations and warranties that refer to a specific date, on each Borrowing Date with the same effect as though such representations and warranties had been made on and as of each such date, except for those that refer and, on each such date, no Default or Event of Default under this Agreement or default or event of default under any other Transaction Document shall have occurred and be continuing to specific datesexist or would result after giving effect to the requested Advance, which shall be correct as of the dates indicated therein, and (ii) each Borrower, the General Partner and the Policy Subsidiary shall be in compliance with the covenants set forth in the Transaction Documents to which it is a party. (c) No event or circumstance that could reasonably be expected to have a Material Adverse Effect has occurred and is continuing, or would result from such Advance or remittance, which constitutes a Default or an Event of Default,; (iiid) On and as of such day, after After giving effect to the requested Advance, the outstanding principal balance of the Loan plus accrued and unpaid interest thereon would not exceed the amount of the Loan Commitment; (e) The Termination Date shall not have occurred, nor shall it occur as a result of making such Advance and no breach of this Agreement or remittanceany other Transaction Document exists or shall exist; (f) Such Advance is in an amount not less than $10,000; (g) Except as otherwise permitted pursuant to the second sentence of Section 2.1(a), such Advance will not cause there to be more than one Advance in a month; (h) The Lender shall have confirmed (or have received confirmation from the Servicer) that all documents required to be contained in the Life Policy Documentation Package with respect to each Life Policy have been received by the Servicer and the Servicer has verified that each Life Policy Documentation Package is in satisfactory form and in compliance with the requirements of this Agreement and each other applicable Transaction Document; (i) The Lender shall have received certification from the Securities Intermediary that it has received all original documents required to be contained in the Life Policy Documentation Package with respect to each Life Policy pursuant to the Securities Account Control Agreement; (j) The Lender shall have received such other documents as the Lender may reasonably request or require, regardless of whether the Lender requested such other documents in connection with prior Advances; (k) The Lender shall have completed, prior to the Initial Advance for each Life Policy or following any change in the Collateral Value, a Borrowing Base Deficiency does not existdue diligence investigation satisfactory to it in its sole and absolute discretion, andto the extent the Lender has determined, in its sole and absolute discretion, such investigation to be necessary, with respect to such Life Policy; (ivl) No law or regulation shall prohibitlitigation is pending or, and no orderto their actual knowledge, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjointhreatened against a Borrower, the making of such Advance by General Partner or the Lenders Policy Subsidiary which could reasonably be expected to result in a Material Adverse Effect; (m) After giving effect to the requested Advance, no LTV Limit Trigger Event shall occur; (n) The Policy Subsidiary shall be the proper owner, through the account with the Securities Intermediary in accordance with the provisions hereof. Notwithstanding Securities Account Control Agreement, of each Life Policy listed on the fact that any Disbursement Schedule as of the above-described conditions precedent may related Borrowing Date, acquired in full compliance with the terms of the applicable Transaction Documents and Applicable Law, or the Lender shall have received confirmation from the Servicer that for each Life Policy listed on the Disbursement Schedule as of such Borrowing Date, the Servicer has received confirmation, either verbally via telephone or in written form, from the applicable Insurer that such Insurer has received (whether or not have been satisfied in connection with any Advance hereunderyet processed) the related Change Forms, which Change Forms shall be provided to the Servicer at least seven (7) days prior to the Termination Date and as a result making of the Borrower’s acceptance related Initial Advance, other than Change Forms in respect of Life Policies funded with the First Advance, which Change Forms shall be provided within 1 day prior to the proposed date of the amount First Advance; (o) The Lender has received evidence that the MPIC remains in full force and effect and that no default has occurred under the MPIC; and (p) After giving effect to the requested Advance, the Euro Converted Loan Amount shall not exceed the LED Limit. The request (whether actual or deemed to be a request) and acceptance by the Borrowers of any the proceeds of an Advance the Borrower shall be deemed to constitute, as of the date thereof, (1) a representation and warranty by the Borrowers that the conditions in this Section 4 have certified been satisfied and (2) a reaffirmation by the Borrowers of the granting and continuance of the Lender’s (or the Collateral Agent’s for the benefit of the Lender pursuant to the Administrative Agent that such conditions precedent haveIntercreditor Agreement) Liens on, and first priority secured interest in, the Collateral, the Capital Stock of the Policy Subsidiary and the Subject Collateral, in facteach case, been satisfiedpursuant to the Transaction Documents.

Conditions Precedent to All Advances. Each Advance (Advance, including the initial Advance) to the Borrower by any Lender and the right of the Collection Agent to remit Collections to the Borrower pursuant to Section 2.07(c) , shall be subject to the further conditions precedent that on the date of such Advance the following statements shall be true (a) with respect to any and shall be true immediately after such Advance), on or prior and the acceptance by the Borrower of the proceeds of such Advance shall be deemed to constitute, as of the date of such Advance, a confirmation by the Collection Agent shall have delivered to the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent, a completed Monthly Report dated on or before the most recent Monthly Report Due Date and (b) on the date of such Advance or remittance of Collections Borrower that the following statements shall be true and the Borrower by accepting the amount of such Advance or remittance of Collections shall be deemed to have certified thatremain true: (ia) The the representations and warranties of the Credit Parties contained in Article IV the Transaction Documents are true, correct and complete in all material respects on and as of such day as though made on and as of such date, except for those that refer to specific dates, which day and shall be deemed to have been made (and must be correct as of in all material respects) on such day (unless the dates indicated therein,same explicitly relates solely to an earlier date); (iib) No the Loan Amount shall not exceed the Program Limit immediately upon giving effect to such Advance; (c) no event has occurred and is continuing, or would result from such Advance or remittanceupon giving effect to such Advance, which that constitutes a Default or an Event of Default,, an Unmatured Event of Default, a Servicer Termination Event, an Unmatured Servicer Termination Event, an Amortization Event or an Unmatured Amortization Event; (iiid) On and as of such day, the Loan Amount shall not exceed the Borrowing Base (after giving effect to any distribution of Available Funds on such Advance or remittancedate in accordance with Section 3.03) immediately upon giving effect to such Advance, and the Administrative Agent shall have received a Borrowing Base Deficiency does not existCertificate, substantially in the form of Exhibit F, executed by an Authorized Officer of the Borrower and an Authorized Officer of the Servicer, showing a calculation of each of the Loan Amount and the Borrowing Base both immediately before and upon giving effect to such proposed Advance; (e) the Administrative Agent shall have received a duly executed and completed Borrowing Request, which shall include a data tape including the fields under the heading “Draw Request Data Tape” listed in Exhibit O hereto; (f) the Revolving Period shall be in effect; (g) with respect to the initial Advance, copies of all filed UCC termination statements and amendments necessary to ensure that the Collateral Agent has a first priority perfected security interest in the Collateral; (h) with respect to the initial Advance, evidence that the Previous Financing Facility has been terminated in accordance with its terms; and (ivi) No law or regulation shall prohibitto the extent the Borrower has received an invoice therefor at least one (1) Business Day before the Borrowing Date in reasonable detail, all fees and no orderother amounts (including costs, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of such Advance by expenses and indemnified amounts) then due and payable to the Lenders in accordance with and the provisions hereof. Notwithstanding the fact that any of the above-described conditions precedent may not Administrative Agent, shall have been satisfied paid in connection with any Advance hereunder, prior to the Termination Date and as a result of the Borrower’s acceptance of the amount of any Advance the Borrower shall be deemed to have certified to the Administrative Agent that such conditions precedent have, in fact, been satisfiedfull.

Conditions Precedent to All Advances. Each Advance No Lender shall be obligated to make any Advances hereunder (including the initial Advance) to the Borrower by any Lender and the right of the Collection Agent to remit Collections to the Borrower Advances but excluding Advances made pursuant to Section 2.07(c2.06(c)) shall be subject to if, as of the further conditions precedent that date thereof: (a) with respect to any such Advance, on representation or prior to warranty of the date of such AdvanceBorrower, the Collection Agent shall have delivered to Servicer or any Originator contained herein or in any of the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent, a completed Monthly Report dated on or before the most recent Monthly Report Due Date and (b) on the date of such Advance or remittance of Collections the following statements other Related Documents shall be true and the Borrower by accepting the amount of such Advance untrue or remittance of Collections shall be deemed to have certified that: (i) The representations and warranties contained incorrect in Article IV are correct on and as of such day as though made on and any material respect as of such date, either before or after giving effect to the Advances to be made on such date and to the application of the proceeds therefrom, except to the extent that such representation or warranty expressly relates to an earlier date and except for those that refer to specific dates, which shall be correct as of the dates indicated therein,changes therein expressly permitted by this Agreement; (iib) No any event has occurred and is continuingshall have occurred, or would result from the making of such Advance Advances or remittancefrom the application of the proceeds therefrom, which that constitutes an Incipient Termination Event, a Default Termination Event, an Incipient Servicer Termination Event or an Event of Default,Servicer Termination; (iiic) On and as of such day, the Commitment Termination Date shall have occurred; (d) either before or after giving effect to such Advance or remittanceand to the application of the proceeds therefrom, a Borrowing Base Deficiency does not Funding Excess would exist, and; (ive) No law or regulation shall prohibit, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoinOriginator, the making Borrower or the Servicer shall fail to have taken such other action, including delivery of approvals, consents, opinions, documents and instruments to the Lenders, the Group Agents and the Administrative Agent, as any Lender, Group Agent or the Administrative Agent may reasonably request if such Advance by Lender, such Group Agent or the Lenders Administrative Agent, as applicable, reasonably believes that there has been a change with respect to (i) the Administrative Agent’s first priority perfected security interest in the Borrower Collateral (due to a change in the Borrower’s or any Originator’s jurisdiction of organization or for any other reason) or (iii) the enforceability of the rights and remedies of the Secured Parties under the Related Documents; (f) on or prior to such date, the Borrower or the Servicer shall have failed to deliver any Monthly Report, Weekly Report or Daily Report required to be delivered in accordance with Section 5.02 hereof or the provisions hereof. Notwithstanding Sale Agreement and such failure shall be continuing; or (g) any Lender shall have notified the fact Administrative Agent within 15 Business Days after any date on which such Lender shall have received Required Financial Statements that, in the reasonable opinion of such Lender, such Required Financial Statements reflect (i) an event, circumstance or development (other than the Disclosed Matters) that any has had, or could reasonably be expected to have, a material adverse effect on the business, financial condition or results of operations of the above-described conditions precedent may not have been satisfied in connection with Parent and the Parent’s Consolidated Subsidiaries, considered as a whole, the Borrower, the Servicer or any Originator or (ii) the institution of, threat of, or an adverse development or determination (interim or final) in, any litigation (including, without limitation, any derivative action), any arbitration proceeding or any governmental proceeding which could be material to the consolidated financial position or future consolidated operations of the Company and its Consolidated Subsidiaries, the Borrower, the Servicer or any Originator. The delivery by the Borrower of a Borrowing Request and the acceptance by the Borrower of the funds from the related Borrowing on any Advance hereunder, prior to the Termination Date and as a result of the Borrower’s acceptance of the amount of any Advance the Borrower shall be deemed to constitute, as of any such Advance Date, as the case may be, a representation and warranty by the Borrower that the conditions in this Section 3.02 have certified to the Administrative Agent that such conditions precedent have, in fact, been satisfied.

Conditions Precedent to All Advances. Each The obligation of any Lender to make any Advance (to any Borrower, including the initial Advance) Advance to the Borrower by any Lender and the right of the Collection Agent to remit Collections to the Borrower pursuant to Section 2.07(c) such Borrower, shall be subject to the further conditions precedent that that, on the date of such Advance and after giving effect thereto: (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing with respect to any such AdvanceAdvance and the acceptance of the proceeds of such Advance without prior correction by or on behalf of such Borrower shall constitute a representation and warranty by such Borrower that on the date of such Advance such statements are true): (i) the representations and warranties of such Borrower contained in Section 6.01 of this Agreement (other than those set forth in Section 6.01(g) and the last sentence of Section 6.01(f)) are correct, in all material respects, on or prior to and as of the date of such Advance, the Collection Agent shall have delivered before and after giving effect to such Advance and to the Administrative Agentapplication of the proceeds therefrom, in each case in form and substance satisfactory to the Administrative Agent, a completed Monthly Report dated on or before the most recent Monthly Report Due Date and (b) on the date of such Advance or remittance of Collections the following statements shall be true and the Borrower by accepting the amount of such Advance or remittance of Collections shall be deemed to have certified that: (i) The representations and warranties contained in Article IV are correct on and as of such day as though made on and as of such date, except for those that refer to specific dates, which shall be correct as of the dates indicated therein,; (ii) No event no Event of Default or Unmatured Default with respect to such Borrower has occurred and is continuing, continuing on or as of the date of such Advance or would result from such Advance or remittance, which constitutes a Default or an Event from the application of Default,the proceeds thereof; (iii) On and as the making of such dayAdvance, after giving effect when aggregated with all other Advances outstanding to or requested by such Advance or remittance, a Borrowing Base Deficiency does Borrower would not exist, cause such Borrower’s Borrower Sublimit to be exceeded; and (iv) No law or regulation shall prohibit, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of such Advance Advance, when aggregated with all other Advances outstanding to or requested by the Lenders in accordance with the provisions hereof. Notwithstanding the fact that any such Borrower and all other outstanding short-term debt of the above-described conditions precedent may such Borrower would not have been satisfied in connection with any Advance hereunder, prior to the Termination Date and as a result of the cause such Borrower’s acceptance of the amount of any Advance the Borrowing Limit then in effect to be exceeded; and (b) such Borrower shall be deemed to have certified furnished to the Administrative Agent that such conditions precedent haveother approvals, in factopinions or documents as any Lender may reasonably request through the Administrative Agent as to the legality, been satisfiedvalidity, binding effect or enforceability of any Loan Document.

Conditions Precedent to All Advances. Each Advance (including The obligation of the Department to make the initial Advance) advance of the proceeds of the Loan to the Borrower by any Lender and the right of the Collection Agent to remit Collections to the Borrower pursuant to Section 2.07(c) shall be make each subsequent advance thereof is subject to the further satisfaction of the following conditions precedent that at the time of each such advance: (a) with respect to any such AdvanceThe Borrower has satisfied all conditions set forth in the Commitment, on or prior the closing requirements transmitted by the Department’s counsel to the date Borrower’s counsel following issuance of such Advance, the Collection Agent Commitment have been satisfied; the Loan Documents shall have been properly executed and, where appropriate, delivered to the Administrative Agent, Department; and the Security Documents and any other document requested to be filed or recorded by the Department shall have been duly acknowledged and delivered for filing or recording in each case in form and substance satisfactory to the Administrative Agent, a completed Monthly Report dated on or before the most recent Monthly Report Due Date and appropriate public office. (b) on Each and all of the date representations and warranties of such Advance or remittance the Borrower set forth in Articles IV hereof, and in any of Collections the following statements other Loan Documents, shall be true and the Borrower by accepting the amount of such Advance or remittance of Collections shall be deemed to have certified that: (i) The representations and warranties contained correct in Article IV are correct on and as of such day all respects, as though separately and independently made on and as of the date of each such date, except for those that refer to specific dates, which advance. (c) There shall be correct as no event of default under any of the dates indicated therein,Loan Documents or any event which, with the passage of time or the giving of notice, or both, could constitute an event of default under any of the Loan Documents. (iid) No There shall have been no material adverse change in the financial condition of the Borrower from that disclosed in financial statements heretofore delivered to and approved by the Department. (e) In the event there is any material change in the Project, Department may refuse to make further advances under this Agreement until the matter is resolved to the Department’s reasonable satisfaction, whether or not the Department has occurred and is continuing, or would result from such Advance or remittance, which constitutes a Default or declared an Event of Default, (iii) On and as Default hereunder or such revocation, rescission, suspension, or material adverse effect would comprise an Event of such day, after giving effect to such Advance or remittance, Default hereunder. The Borrower agrees that by making a Borrowing Base Deficiency does not exist, and (iv) No law or regulation shall prohibit, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of such Advance by the Lenders in accordance with the provisions hereof. Notwithstanding the fact that any of the above-described conditions precedent may not have been satisfied in connection with any Advance request for an advance hereunder, prior to the Termination Date and as a result of the Borrower’s acceptance of the amount of any Advance the Borrower shall be deemed to have certified be reconfirming to the Administrative Agent Department that such conditions precedent haveall representations and warranties of the Borrower set forth in this Agreement and all related instruments, in fact, been satisfiedagreements and documents remain true and correct as of the date of each request.

Conditions Precedent to All Advances. Each The initial Advance by the Lender and each Additional Advance (including the initial Advance) to the Borrower by any Lender and the right of the Collection Agent to remit Collections to the Borrower pursuant to Section 2.07(ceach, a “Transaction”) shall be subject to the further conditions precedent that that: (a) with With respect to any such Advance (including the initial Advance), the Servicer shall have delivered to the Deal Agent and the Trustee, on or prior to one (1) Business Day prior to the date of such Advance, the Collection Agent shall have delivered to the Administrative Agent, in each case in form and substance satisfactory to the Administrative Deal Agent, a completed Monthly Report dated on or before (i) an Advance Notice, (ii) an Assignment Agreement and (iii) containing such additional information as may be reasonably requested by the most recent Monthly Report Due Date and Deal Agent; (b) on On the date of such Advance or remittance of Collections Transaction the following statements shall be true and the Borrower by accepting the amount of such Advance or remittance of Collections shall be deemed to have certified that: (i) The representations and warranties contained in Article IV Sections 4.1 and 4.2 are true and correct on and as of such day as though made on and as of such date, except for those that refer to specific dates, which day and shall be correct as of the dates indicated therein,deemed to have been made on such day; (ii) No event has occurred and is continuing, or would result from such Advance or remittanceTransaction, which that constitutes (A) a Default or Turbo Event, (B) an Event of Default or Unmatured Event of Default (exclusive of either thereof relating to a Servicer Default or Unmatured Servicer Default,) or (C) a Servicer Default, and no Unmatured Servicer Default of the type set forth in Section 6.15(k) or 6.15(l) exists; and (iii) On and as of such day, after giving effect to such Advance or remittanceTransaction, a Borrowing Base Deficiency the Outstanding Amount does not exist, andexceed the lesser of (A) the Advance Limit and (B) the Borrowing Base. (ivc) No law fact or regulation condition shall prohibitexist as of such Advance Date under Applicable Law or applicable regulations thereunder or interpretations thereof by any regulatory authority which in the Deal Agent’s reasonable opinion would make it unlawful for any of the parties to the Transaction Documents to perform their respective obligations under the Note Purchase Agreement or the other Transaction Documents. (d) As of such Advance Date, and no action or proceeding shall have been instituted nor shall any governmental action be threatened before any Governmental Authority nor shall any order, judgment or decree have been issued or proposed to be issued by any Governmental Authority to set aside, restrain, enjoin or prevent the performance of the Note Purchase Agreement or the other Transaction Documents or the transactions contemplated thereby. (e) The Borrower shall have delivered to the Trustee, on or prior to two (2) Business Days prior to the Initial Advance Date or, as applicable, the related Addition Date, each related Trustee Contract File, and the Deal Agent shall have received the initial Custodial Receipt from the Trustee. (f) The Trustee shall be in possession of all Trustee Contract Files related to any Contract which is in the Asset Pool. (g) On the date of such Transaction, the Deal Agent shall have received such other approvals, opinions or documents as the Deal Agent may reasonably require. The failure to satisfy any of the foregoing conditions precedent in respect of any federalAdvance shall give rise to a right of the Deal Agent, state or local court or governmental bodywhich right may be exercised at any time on the demand of the Lender, agency or instrumentality shall prohibit or enjoin, to rescind the making related Advance and direct the Borrower to pay to the Deal Agent for the benefit of the Lender an amount equal to the Advances made during any such Advance by the Lenders in accordance with the provisions hereof. Notwithstanding the fact time that any of the above-described foregoing conditions precedent may were not have been satisfied in connection with any Advance hereunder, prior to the Termination Date and as a result of the Borrower’s acceptance of the amount of any Advance the Borrower shall be deemed to have certified to the Administrative Agent that such conditions precedent have, in fact, been satisfied.

Conditions Precedent to All Advances. Each Advance (of the following is an additional condition precedent to Lender making advances to Borrower hereunder, including the initial Advance) to the Borrower by any Lender and the right of the Collection Agent to remit Collections to the Borrower pursuant to Section 2.07(c) shall be subject to the further conditions precedent that advances future advances: (a) with respect to any such Advance, on or prior to All representations and warranties contained herein and in the date of such Advance, the Collection Agent shall have delivered to the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent, a completed Monthly Report dated on or before the most recent Monthly Report Due Date and (b) on the date of such Advance or remittance of Collections the following statements other Loan Documents shall be true and correct in all material respects with the Borrower by accepting the amount of same effect as though such Advance or remittance of Collections shall be deemed to have certified that: (i) The representations and warranties contained in Article IV are correct on and as of such day as though had been made on and as of the date of the making of each such dateadvance and after giving effect thereto, except for those to the extent that refer such representations and warranties relate solely to specific dates, an earlier date (in which case such representations and warranties shall be correct have been true and accurate as of the dates indicated therein,earlier date); (iib) No event has occurred and is continuinglaw, or would result from such Advance or remittanceregulation, which constitutes a Default or an Event of Default, (iii) On and as of such day, after giving effect to such Advance or remittance, a Borrowing Base Deficiency does not exist, and (iv) No law or regulation shall prohibit, and no order, judgment or decree of any federalgovernmental authority shall exist, state and no action, suit, investigation, litigation or local proceeding shall be pending or threatened in any court or before any arbitrator or governmental bodyauthority, agency or instrumentality shall prohibit or which (i) purports to enjoin, prohibit, restrain or otherwise affect (A) the making of the loans or advances, or (B) the consummation of the transactions contemplated pursuant to the terms hereof or the other Loan Documents; or (ii) has or could reasonably be expected to have a Material Adverse Effect on the assets, business or financial condition of Borrower or any Guarantor or would materially impair the ability of Borrower or any Guarantor to perform its obligations hereunder or under any of the other Loan Documents or of Lender to enforce any Obligations or realize upon any of the Collateral; and (c) No Event of Default and no act, condition or event which, with notice or passage of time or both, would constitute an Event of Default, shall exist or have occurred and be continuing on and as of the date of the making of such Advance by the Lenders in accordance with the provisions hereof. Notwithstanding the fact that any of the above-described conditions precedent may not have been satisfied in connection with any Advance hereunder, prior to the Termination Date advance and as a result of the Borrower’s acceptance of the amount of any Advance the Borrower shall be deemed to have certified to the Administrative Agent that such conditions precedent have, in fact, been satisfiedafter giving effect thereto.

Conditions Precedent to All Advances. Each Advance (The obligation of each Lender to make each Advance, including the initial Advance) to the Borrower by any Lender and the right of the Collection Agent to remit Collections to the Borrower pursuant to Section 2.07(c) shall be , is subject to the further following conditions precedent that precedent: (a) receipt by Collateral Agent of an executed Advance Request Form in the form of Exhibit B attached hereto with respect to any such Advancethe Term A Loan, on or prior in the form of Exhibit B-1 attached hereto with respect to the date Term B Loan, and in the form of such Advance, the Collection Agent shall have delivered Exhibit B-2 with respect to the Administrative AgentTerm C Loan, duly executed original Secured Promissory Notes in favor of each case in form and substance satisfactory Lender according to its Term Loan Commitment Percentage (if requested by Lender); and, with respect to the Administrative AgentTerm C Loan, a completed Monthly Report dated on or before confirmation of the most recent Monthly Report Due Date and Federal Drug Administration’s approval of Tavaborole. (b) the representations and warranties in Section 5 hereof shall be true, in all material respects on the date of the Advance Request Form and on the Funding Date of each Advance; provided, however, that such Advance or remittance of Collections the following statements materiality qualifier shall not be true and the Borrower by accepting the amount of such Advance or remittance of Collections shall be deemed applicable to have certified that: (i) The any representations and warranties contained that already are qualified or modified by materiality in Article IV are correct on the text thereof; and as of such day as though made on provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, except for and no Event of Default shall have occurred and be continuing or result from the Advance. Each Advance is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 hereof are true, accurate and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those that refer representations and warranties expressly referring to a specific dates, which date shall be correct as of the dates indicated therein, (ii) No event has occurred true, accurate and is continuing, or would result from such Advance or remittance, which constitutes a Default or an Event of Default, (iii) On and complete in all material respects as of such daydate; (c) in such Lender’s sole discretion, after giving effect there has not been any Material Adverse Change or any material adverse deviation by Borrower from the most recent business plan of Borrower presented to such Advance and accepted by Lenders, or remittanceany material adverse change in the business, a Borrowing Base Deficiency does not exist, operations or financial condition of Borrower; and (ivd) No law or regulation shall prohibit, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of such Advance by the Lenders in accordance with the provisions hereof. Notwithstanding the fact that any payment of the above-described conditions precedent may not have been satisfied fees and Lenders’ Expenses then due as specified in connection with any Advance hereunder, prior to the Termination Date and as a result of the Borrower’s acceptance of the amount of any Advance the Borrower shall be deemed to have certified to the Administrative Agent that such conditions precedent have, in fact, been satisfiedSection 2.5 hereof.

Conditions Precedent to All Advances. Each The obligation of each Lender to make each Advance hereunder (including the initial Advance) is subject to fulfillment of the following conditions immediately prior to or contemporaneously with each such Advance: (a) With respect to each Advance, all of the representations and warranties of the Borrower by any Lender and the right of the Collection Agent to remit Collections to the Borrower under this Agreement, which, pursuant to Section 2.07(c) 4.2 hereof, are made at and as of the time of each such Advance or issuance, shall be subject true and correct, both before and after giving effect to the further conditions precedent that (a) with respect to any such application of the proceeds of the Advance, except as otherwise expressly provided in said Section 4.2 hereof. (b) The incumbency of the Authorized Signatories shall be as stated in the certificate of incumbency delivered in the Borrower's loan certificate pursuant to Section 3.1(a) or as subsequently modified and reflected in a certificate of incumbency delivered to the Administrative Agent. The Lenders may, without waiving this condition, consider it fulfilled and a representation by the Borrower made to such effect if no written notice to the contrary, dated on or prior to before the date of such Advance, is received by the Collection Administrative Agent shall have delivered from the Borrower prior to the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent, a completed Monthly Report dated on or before the most recent Monthly Report Due Date and (b) on the date making of such Advance or remittance of Collections the following statements shall be true and the Borrower by accepting the amount of such Advance or remittance of Collections shall be deemed to have certified that:Advance; (ic) The representations and warranties contained in Article IV are correct on and as of such day as though made on and as of such date, except for those that refer to specific dates, which There shall be correct as of the dates indicated therein, (ii) No event has occurred and is continuing, or would result from such Advance or remittance, which constitutes not exist a Default or an Event of Default,Default hereunder; (iiid) On and as of such dayThe aggregate Advances, after giving effect to such Advance or remittanceproposed Advance, a Borrowing Base Deficiency does shall not exist, andexceed the maximum principal amount then permitted to be outstanding hereunder; (ive) No law or regulation shall prohibit, and no order, judgment judgment, injunction or decree of any federalTribunal shall purport to enjoin or restrain any Lender from making any Advance; (f) Except as set forth on Schedule 4 hereto, state there shall be no Litigation pending against, or, to the Borrower's knowledge, threatened against the Borrower or local any of its Subsidiaries, or in any other manner relating directly and adversely to the Borrower or any of its Subsidiaries, or any of their respective properties, in any court or before any arbitrator of any kind or before or by any governmental body, agency or instrumentality shall prohibit or enjoin, body which could reasonably be expected to have a Material Adverse Effect; (g) As of the making of such Advance by the Lenders in accordance with the provisions hereof. Notwithstanding the fact that any of the above-described conditions precedent may not have been satisfied in connection with any Advance hereunderAdvances, prior to the Termination Date and as a result of the Borrower’s acceptance of the amount of any Advance the Borrower shall be deemed to have certified to the Administrative Agent that represent and warrant as of such conditions precedent have, in fact, been satisfied.date as follows:

Conditions Precedent to All Advances. Each Advance (including the initial Advance) The obligation of Lender to the Borrower by make any Lender and the right of the Collection Agent to remit Collections to the Borrower pursuant to Section 2.07(c) advance hereunder shall be subject to the further conditions precedent that (a) with respect to any such Advance, on or prior to the date of such Advance, the Collection Agent shall have delivered to the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent, a completed Monthly Report dated on or before the most recent Monthly Report Due Date and (b) on the date of such Advance or remittance of Collections each advance (a) the following statements shall be true (and each of the giving of the applicable "Request for Advance" and the acceptance by Borrower by accepting of the amount proceeds of such Advance or remittance advance shall constitute a representation and warranty by Borrower that on the date of Collections shall be deemed to have certified that:such advance such statements are true): (i) The representations and warranties contained in Article IV ARTICLE 6 of this Agreement are correct in all material respects on and as of the date of such day advance, before and after giving effect to such advance, and to the application of the proceeds therefrom, as though made on and as of such date, except for those that refer to specific dates, which shall be correct as of the dates indicated therein,; (ii) No event has occurred and is continuing, or would result from such Advance advance or remittancethe application of the proceeds therefrom, which constitutes a Default or an Event of Default,; (iii) On and as of such dayNo law, after giving effect to such Advance or remittanceregulation, a Borrowing Base Deficiency does not exist, and (iv) No law or regulation shall prohibit, and no order, judgment or decree of any federalGovernmental Authority shall enjoin, state or local court or governmental body, agency or instrumentality shall prohibit or enjoinrestrain, or impose or result in the imposition of any material adverse condition upon Lender's making the requested advance; and (iv) evidence satisfactory to Lender that Borrower has Tangible Net Worth of at least twenty percent (20.0%) of Total Assets. At a minimum, such Advance evidence will consist of a certification by the Lenders in accordance with the provisions hereof. Notwithstanding the fact an independent Certified Public Accountant acceptable to Lender that any Borrower has a tangible balance sheet equity position of a minimum 20%, which certification will include a balance sheet of the above-described conditions precedent may not have been satisfied in connection with any Advance hereunder, prior to the Termination Date and Borrower as a result of the Borrower’s acceptance of the amount of any Advance the Borrower date required by Lender. (b) Lender shall be deemed to have certified to the Administrative Agent that received such conditions precedent haveother approvals, in fact, been satisfiedopinions or documents as Lender may request.

Conditions Precedent to All Advances. Each Advance (including the initial Advance) to the Borrower by any Lender and the right of the Collection Agent to remit Collections to the Borrower pursuant to Section 2.07(c) shall be subject to the further conditions precedent that that: (a) The Eligible Loans are or were purchased pursuant to a Student Loan Purchase Agreement in the form of Exhibit A or Exhibit I hereto and a schedule of the Eligible Loans to be financed and copies of all schedules, opinions, financing statements and other documents required to be delivered by the applicable Seller are delivered to the Trustee; (b) if any Eligible Loan to be financed was previously financed by the Borrower in another facility (including under a Covered Indenture), a Notice of Release with respect to any such Advance, on or Eligible Loan(s) executed by the secured party under such facility to be delivered to the Facility Agent and the Trustee; (c) at least four Business Days prior to the date of such Advance Date (other than with respect to a Rollover Advance or a Special Advance), the Collection Agent Borrower shall have delivered to the Administrative Facility Agent and the Trustee (i) an Advance Percentage Calculation Report from the Valuation Agent and (ii) only upon request by the Facility Agent, in each case in form copies of the relevant Student Loan Purchase Agreement, together with a schedule of the Eligible Loans to be financed and substance satisfactory copies of all schedules, opinions, financing statements and other documents required to be delivered by the Administrative Agent, applicable Seller as a completed Monthly Report dated on or before the most recent Monthly Report Due Date and condition of purchase thereunder; and (bd) on the date of such Advance or remittance of Collections Date, the following statements shall be true true, and the Borrower by accepting the amount of such Advance or remittance of Collections shall be deemed to have certified that: (i) The the representations and warranties contained in Article IV hereof are correct on and as of such day as though made on and as of such date, except for those that refer to specific dates, which shall be correct as of the dates indicated therein,; (ii) No no event has occurred and is continuing, or would result from such Advance or remittanceAdvance, which constitutes a an Event of Default or which, with the giving of notice or the passage of time, or both, would constitute an Event of Default,; (iii) On on and as of such day, after giving effect to such Advance or remittanceAdvance, a Borrowing Base Deficiency does the Outstanding Facility Amount would not exist, andexceed the Maximum Facility Amount; (iv) No no law or regulation shall prohibit, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality Governmental Authority shall prohibit or enjoin, the making of such Advance by the Lenders Advances in accordance with the provisions hereof. Notwithstanding ; and (v) the fact that any of the above-described conditions precedent may not have been satisfied in connection with any Advance hereunder, prior to the Termination Date and as a result of the Borrower’s acceptance of the amount of any Advance the Borrower Cash Reserve Requirement shall be deemed to have certified to the Administrative Agent that such conditions precedent have, in fact, been satisfied.

Conditions Precedent to All Advances. Each Advance (including the initial Advance) to the Borrower by any Lender and the right The obligations of the Collection Agent Lenders to remit Collections make any Advances (other than Protective Advances) hereunder (or to the Borrower pursuant to Section 2.07(cextend any other credit hereunder (other than Protective Advances)) at any time shall be subject to the further fulfillment, to the satisfaction of, or waiver by, the Agent and the Required Lenders, of the following additional conditions precedent that precedent: (a) with respect the representations and warranties of Borrower and each other Loan Party or its Subsidiaries contained in this Agreement or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any such Advance, representations and warranties that already are qualified or modified by materiality in the text thereof) on or prior to and as of the date of such Advance, the Collection Agent shall have delivered to the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent, a completed Monthly Report dated on or before the most recent Monthly Report Due Date and (b) on the date of such Advance or remittance of Collections the following statements shall be true and the Borrower by accepting the amount of such Advance or remittance of Collections shall be deemed to have certified that: (i) The representations and warranties contained in Article IV are correct on and as of such day as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, except in which case such representations and warranties shall continue to be true and correct as of such earlier date); (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof; and (c) after giving effect to the making of such (i) Advance, the aggregate amount of all Advances made (including the Existing Obligations) hereunder shall not exceed the Maximum Amount and (ii) Subsequent Advance, the aggregate amount of all Subsequent Advances made hereunder shall not exceed the Subsequent Advance Amount. Any request for those that refer to specific dates, which an Advance and/or a Subsequent Advance Commitment shall be deemed to be a representation by Borrower and each other Loan Party that the statements set forth in this Section 4.4 are correct as of the dates indicated therein, (ii) No event has occurred and is continuing, or would result from such Advance or remittance, which constitutes a Default or an Event of Default, (iii) On and as time of such day, after giving effect to such Advance or remittance, a Borrowing Base Deficiency does not exist, and (iv) No law or regulation shall prohibit, and no order, judgment or decree request. For purposes of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of such Advance by the Lenders in accordance determining compliance with the provisions hereof. Notwithstanding the fact that any of the above-described conditions precedent may not have been satisfied specified in connection with any Advance hereunderthis Section 4.4, prior to the Termination Date and as a result of the Borrower’s acceptance of the amount of any Advance the Borrower each Lender shall be deemed to have certified consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Administrative Lenders unless an officer of the Agent that responsible for the transactions contemplated by the Loan Documents shall have received written notice from such conditions precedent haveLender prior to the requested date for such Advances specifying its objection thereto and such Lender shall not have made available to the Agent such Lender’s ratable portion of the First Amended and Restated Effective Date Advance or Subsequent Advance, in fact, been satisfiedas applicable.

Conditions Precedent to All Advances. Each Advance (The obligation of each Lender to make any Advance, including the initial Advance) to the Borrower by any Lender and the right of the Collection Agent to remit Collections to the Borrower pursuant to Section 2.07(c2.01(a) or following a Commitment Increase pursuant to Section 2.15, shall be subject to the further conditions precedent that (a) with respect to any such Advance, on or prior to the date of such Advance, the Collection Agent shall have delivered to the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent, a completed Monthly Report dated on or before the most recent Monthly Report Due Date and (b) on the date of such Advance or remittance of Collections Borrowing, the following statements shall be true and the Borrower Administrative Agent shall have received, for the account of each Lender: (a) a Notice of Borrowing prior to the Notice of Borrowing Deadline (and the Administrative Agent shall provide each relevant Lender with prompt notice thereof by accepting e-mail or facsimile); (b) a certificate (which, at the amount election of the Borrowers, may be included within the Notice of Borrowing) signed by a duly authorized officer or authorized signatory of the applicable Borrower, dated the date of such Advance or remittance of Collections shall be deemed to have certified Borrowing stating that: (i) The the representations and warranties contained in Article IV each Loan Document are true and correct in all material respects on and as of such day date (unless qualified as to materiality or Material Adverse Effect, in which case such representations and warranties shall be true and correct in all respects), before and after giving effect to such Borrowing and the application of the proceeds therefrom, as though made on and as of such datedate (except to the extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects or all respects, except for those that refer to specific datesas applicable, which shall be correct on and as of the dates indicated therein,such earlier date)); (ii) No event no Default or Event of Default has occurred and is continuing, or would result from such Advance Borrowing or remittance, which constitutes a Default or an Event the application of Default,the proceeds therefrom; and (iii) On and as for each Advance, (A) the Maximum Unsecured Debt Percentage of such day, Total Unencumbered Asset Value equals or exceeds the Unsecured Debt that will be outstanding after giving effect to such Advance or remittanceand (B) before and after giving effect to such Advance, a Borrowing Base Deficiency does not exist, the Parent Guarantor shall be in compliance with the covenants contained in Section 5.04; (c) [reserved]; and (ivd) No law such other approvals or regulation shall prohibit, and no order, judgment or decree of documents as any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of such Advance by the Lenders in accordance with the provisions hereof. Notwithstanding the fact that any of the above-described conditions precedent may not have been satisfied in connection with any Advance hereunder, prior to the Termination Date and as a result of the Borrower’s acceptance of the amount of any Advance the Borrower shall be deemed to have certified to Lender through the Administrative Agent that such conditions precedent havemay reasonably request in order to confirm (i) the accuracy of the Loan Parties’ representations and warranties contained in the Loan Documents, (ii) the Loan Parties’ timely compliance with the terms, covenants and agreements set forth in factthe Loan Documents, been satisfied(iii) the absence of any Default and (iv) the rights and remedies of the Secured Parties or the ability of the Loan Parties to perform their Obligations.

Conditions Precedent to All Advances. Each The obligation of the Lender to make each Advance (including the initial Advance) to the Borrower by any Lender and the right of the Collection Agent to remit Collections to the Borrower pursuant to Section 2.07(c) shall be subject to the further conditions precedent that on the date of such Advance the following statements shall be true (and each of the giving of the applicable notice requesting such Advance and the acceptance by FPF of the proceeds of such Advance shall constitute a representation and warranty by FPF that on the date of such Advance such statements are true): (a) with respect to any such Advance, The representations and warranties of FPF contained in the Borrowing Documents are correct on or prior to and as of the date of such Advance, the Collection Agent shall have delivered before and after giving effect to such Advance and to the Administrative Agentapplication of the proceeds therefrom, in each case in form and substance satisfactory to the Administrative Agent, a completed Monthly Report dated on or before the most recent Monthly Report Due Date and (b) on the date of such Advance or remittance of Collections the following statements shall be true and the Borrower by accepting the amount of such Advance or remittance of Collections shall be deemed to have certified that: (i) The representations and warranties contained in Article IV are correct on and as of such day as though made on and as of such date, except for those that refer to specific dates, which shall be correct as of the dates indicated therein,. (iib) No event has occurred and is continuing, or would result from such Advance or remittancefrom the application of the proceeds therefrom, which constitutes a Default an Amortization Event or would constitute an Amortization Event of Default,but for the requirement that notice be given or time elapse or both. (iiic) On The Lender shall be satisfied, in its sole discretion, with the examinations, including sampling and testing procedures of the Premium Receivables Portfolio, performed pursuant to Section 1.10 hereof. (d) FPF shall have taken any and all steps and made any and all filings that are deemed reasonable, convenient, necessary, or advisable by the Lender to protect and perfect the security interest of the Lender or the Trustee on behalf of the Lender under the Security Agreement with respect to all of the Collateral. (e) The Lender shall have received payment of all amounts then due and payable to the Lender under the Borrowing Documents. (f) The Lender shall have received such other approvals, opinions or documents as the Lender may reasonably request. (g) The Lender shall have determined, in its sole discretion, that the aggregate amount of such dayAdvances outstanding, after giving effect to such Advance Advance, does not exceed the lesser of the then existing Maximum Credit Commitment or remittance, a the Borrowing Base Deficiency does not exist, andcalculated as of the date of such Advance. (ivh) No law or regulation The Lender shall prohibithave determined, and no orderin its sole discretion, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality that funds are available from Lender's Funding Source sufficient for the Lender to fund such Advance. (i) FPF shall prohibit or enjoin, have received the making of Residual Advance with respect to such Advance by from the Lenders Residual Interest Holder in accordance with the provisions hereof. Notwithstanding Residual Agreement. (j) The Lender shall have received evidence that all transactions contemplated by (i) the fact that any Sale and Assignment Agreement with respect to Sales of the above-described related Premium Receivables thereunder and (ii) the Residual Agreement with respect to Residual Advances thereunder, have been consummated on the date of such Advance, and all conditions precedent may not to each such transaction have been satisfied in connection with any Advance hereunder, prior to the Termination Date and as a result of the Borrower’s acceptance of the amount of any Advance the Borrower shall be deemed to have certified to the Administrative Agent that such conditions precedent have, in fact, been satisfied.

Conditions Precedent to All Advances. Each The obligation of each Lender to make each Advance hereunder (including the initial excluding each Refinancing Advance) to the Borrower by any Lender and the right of the Collection Agent to remit Collections to the Borrower pursuant to Section 2.07(c) shall be subject to the further conditions precedent that on the date of such Advance reasonably satisfactory to the Arranging Agents: (a) with respect (i) Prior to any the Acquisition Date, all of the representations and warranties of the Borrower under this Agreement shall be true and correct at such time in all material respects, both before and after giving effect to the application of the proceeds of the Advance, except those representations and warranties that specifically speak as of a particular date, and (ii) on and after the Acquisition Date (A) all of the representations and warranties of the Original Borrower and the Original Restricted Subsidiaries under this Agreement shall be true and correct at such time in all material respects, both before and after giving effect to the application of the proceeds of the Advance, except those representations and warranties that specifically speak as of a particular date and (B) there shall exist no U S WEST Default; (b) The incumbency of the Authorized Officers shall be as stated in the certificate of incumbency delivered in the Borrower's loan certificate pursuant to Section 3.01(a) or as subsequently modified and reflected in a certificate of incumbency delivered to the Administrative Agent. The Administrative Agent may, without waiving this condition, consider it fulfilled and a representation by the Borrower made to such effect if no written notice to the contrary, dated on or prior to before the date of such Advance, is received by the Collection Administrative Agent shall have delivered from the Borrower prior to the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent, a completed Monthly Report dated on or before the most recent Monthly Report Due Date and (b) on the date making of such Advance or remittance of Collections the following statements shall be true and the Borrower by accepting the amount of such Advance or remittance of Collections shall be deemed to have certified that:Advance; (ic) The representations and warranties contained in Article IV are correct on and as of such day as though made on and as of such date, except for those that refer to specific dates, which There shall be correct as of the dates indicated therein, (ii) No event has occurred and is continuing, or would result from such Advance or remittance, which constitutes not exist a Default or an Event of Default,Default hereunder and none shall exist as a result of making any such Advance, and the Administrative Agent shall have received written or telephonic certification thereof by an Authorized Officer of the Borrower (which certification, if telephonic, shall be followed promptly by written certification); (iiii) On Prior to the Acquisition Date, no event attributable to the Borrower or any Restricted Subsidiary shall have occurred that is, or would reasonably be expected to cause, a Material Adverse Change since December 31, 1998, and as (ii) on and after the Acquisition Date (A) no event attributable to the Original Borrower or any Original Restricted Subsidiary shall have occurred that is, or would reasonably be expected to cause, a Material Adverse Change since December 31, 1998; and (B) since the Acquisition Date, no event attributable to the assets or liabilities of such day, any U S WEST Restricted Subsidiary shall have occurred that has had a Material Adverse Effect; and (e) The (i) the aggregate outstanding Advances after giving effect to such proposed Advance or remittanceshall not exceed the Commitment, (ii) the Borrower shall represent and warrant that the use of the proceeds of the Advance complies with Section 2.15(b) hereof (and the delivery of a Borrowing Base Deficiency does not exist, and Notice shall constitute such representation) and (iviii) No law or regulation shall prohibit, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of such Advance by is permitted Debt under the Lenders in accordance with the provisions hereof. Notwithstanding the fact that any of the above-described conditions precedent may not have been satisfied in connection with any Advance hereunderExisting Financing Documentation, including, without limitation, (I) prior to the Termination Date and as a result time that the Senior Unsecured Debt Rating is BBB- or Baa3 or better, Section 1011(b)(iii) of the Borrower’s acceptance Indentures relating to the Qwest 8.29% Senior Discount Notes, Qwest 9.47% Senior Discount Notes, Qwest 7.50% Senior Notes and the Qwest 10.875 Senior Notes and (II) after the Senior Unsecured Debt Rating is BBB- or Baa3 or better, Section 1011(a) of the amount of any Advance the Borrower shall be deemed to have certified Indentures relating to the Administrative Agent that such conditions precedent haveQwest 8.29% Senior Discount Notes, in factQwest 9.47% Senior Discount Notes, been satisfiedQwest 7.50% Senior Notes and the Qwest 10.875 Senior Notes.

Conditions Precedent to All Advances. Each Advance (including the initial Advance) to the Borrower by any Lender and the right The obligations of the Collection Agent Lenders to remit Collections make any Advances (other than Protective Advances) hereunder (or to the Borrower pursuant to Section 2.07(cextend any other credit hereunder (other than Protective Advances)) at any time shall be subject to the further fulfillment, to the satisfaction of, or waiver by, the Agent and the Required Lenders, of the following additional conditions precedent that precedent: (a) with respect the representations and warranties of Borrower and each other Loan Party or its Subsidiaries contained in this Agreement or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any such Advance, representations and warranties that already are qualified or modified by materiality in the text thereof) on or prior to and as of the date of such Advance, the Collection Agent shall have delivered to the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent, a completed Monthly Report dated on or before the most recent Monthly Report Due Date and (b) on the date of such Advance or remittance of Collections the following statements shall be true and the Borrower by accepting the amount of such Advance or remittance of Collections shall be deemed to have certified that: (i) The representations and warranties contained in Article IV are correct on and as of such day as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, except in which case such representations and warranties shall continue to be true and correct as of such earlier date); (b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof; and (c) after giving effect to the making of such (i) Advance, the aggregate amount of all Advances made (including the Existing Obligations) hereunder shall not exceed the Maximum Amount and (ii) Subsequent Advance, the aggregate amount of all Subsequent Advances made hereunder shall not exceed the Subsequent Advance Amount. Any request for those that refer to specific dates, which an Advance and/or a Subsequent Advance Commitment shall be deemed to be a representation by Borrower and each other Loan Party that the statements set forth in this Section 4.4 are correct as of the dates indicated therein, (ii) No event has occurred and is continuing, or would result from such Advance or remittance, which constitutes a Default or an Event of Default, (iii) On and as time of such day, after giving effect to such Advance or remittance, a Borrowing Base Deficiency does not exist, and (iv) No law or regulation shall prohibit, and no order, judgment or decree request. For purposes of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of such Advance by the Lenders in accordance determining compliance with the provisions hereof. Notwithstanding the fact that any of the above-described conditions precedent may not have been satisfied specified in connection with any Advance hereunderthis Section 4.4, prior to the Termination Date and as a result of the Borrower’s acceptance of the amount of any Advance the Borrower each Lender shall be deemed to have certified consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Administrative Lenders unless an officer of the Agent that responsible for the transactions contemplated by the Loan Documents shall have received written notice from such conditions precedent have, in fact, been satisfiedLender prior to the requested date for such Advances specifying its objection thereto and such Lender shall not have made available to the Agent such Lender’s ratable portion of the applicable Advance.

Conditions Precedent to All Advances. Each Advance No Lender shall be obligated to make any Advances hereunder (including the initial AdvanceAdvances) to the Borrower by on any Lender and the right date if, as of the Collection Agent to remit Collections to the Borrower pursuant to Section 2.07(c) shall be subject to the further conditions precedent that date thereof: (a) with respect to any such Advance, on representation or prior to warranty of the date of such AdvanceBorrower, the Collection Agent shall have delivered to Servicer or any Seller contained herein or in any of the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent, a completed Monthly Report dated on or before the most recent Monthly Report Due Date and (b) on the date of such Advance or remittance of Collections the following statements other Transaction Documents shall be true and the Borrower by accepting the amount of such Advance untrue or remittance of Collections shall be deemed to have certified that: (i) The representations and warranties contained incorrect in Article IV are correct on and as of such day as though made on and any material respect as of such date, either before or after giving effect to the Advances to be made on such date and to the application of the proceeds therefrom, except to the extent that such representation or warranty expressly relates to an earlier date and except for those changes therein expressly permitted by this Agreement (it being understood that refer the materiality threshold referenced above shall not be applicable with respect to specific dates, any clause of any representation or warranty which shall be correct as of the dates indicated therein,itself contains a materiality qualification); (iib) No any event has occurred and is continuingshall have occurred, or would result from the making of such Advance Advances or remittancefrom the application of the proceeds therefrom, which that constitutes an Incipient Termination Event or a Default or an Event of Default,Termination Event; (iiic) On and as of such day, the Commitment Termination Date shall have occurred; (d) either before or after giving effect to such Advance or remittanceand to the application of the proceeds therefrom, a Funding Excess would exist; (e) on or prior to such date, the Borrower or the Servicer shall have failed to deliver any Monthly Report, a Weekly Report or Borrowing Base Deficiency does not exist, and (iv) No law or regulation shall prohibit, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of such Advance by the Lenders Certificate required to be delivered in accordance with Section 5.02 hereof and such failure shall be continuing; or (f) the provisions hereof. Notwithstanding the fact Administrative Agent shall have determined that any event or condition has occurred that has had, or could reasonably be expected to have or result in, a Material Adverse Effect. The delivery by the Borrower of a Borrowing Request and the acceptance by the Borrower of the above-described conditions precedent may not have been satisfied in connection with funds from the related Borrowing on any Advance hereunder, prior to the Termination Date and as a result of the Borrower’s acceptance of the amount of any Advance the Borrower shall be deemed to constitute, as of any such Advance Date, as the case may be, a representation and warranty by the Borrower that the conditions in this Section 3.02 have certified to the Administrative Agent that such conditions precedent have, in fact, been satisfied.

Conditions Precedent to All Advances. Each Advance No Lender shall be obligated to make any Advances hereunder (including the initial Advance) to the Borrower by any Lender and the right of the Collection Agent to remit Collections to the Borrower Advances but excluding Advances made pursuant to Section 2.07(c2.06(c)) shall be subject to on any date if, as of the further conditions precedent that date thereof: 727159853 10435078 19 (a) with respect to any such Advance, on representation or prior to warranty of the date of such AdvanceBorrower, the Collection Agent Servicer or any Originator contained herein or in any of the other Related Documents shall have delivered to be untrue or incorrect in any material respect (or in the Administrative Agentcase of any representation and warranty qualified by materiality, Material Adverse Effect or other similar qualifier, in each case in form and substance satisfactory to the Administrative Agent, a completed Monthly Report dated on or before the most recent Monthly Report Due Date and (ball respects) on the date of such Advance or remittance of Collections the following statements shall be true and the Borrower by accepting the amount of such Advance or remittance of Collections shall be deemed to have certified that: (i) The representations and warranties contained in Article IV are correct on and as of such day as though made on and as of such date, either before or after giving effect to the Advances to be made on such date and to the application of the proceeds therefrom, except to the extent that such representation or warranty expressly relates to an earlier date and except for those that refer to specific dates, which shall be correct as of the dates indicated therein,changes therein expressly permitted by this Agreement; (iib) No any event has occurred and is continuingshall have occurred, or would result from the making of such Advance Advances or remittancefrom the application of the proceeds therefrom, which that constitutes an Incipient Termination Event, a Default Termination Event, an Incipient Servicer Termination Event or an Event of Default,Servicer Termination; (iiic) On and as of such day, the Facility Termination Date shall have occurred; (d) either before or after giving effect to such Advance or remittanceand to the application of the proceeds therefrom, a Funding Excess would exist; (e) any Originator, the Borrower or the Servicer shall fail to have taken such other action, including delivery of approvals, consents, opinions, documents and instruments to the Managing Agents and the Administrative Agent, as any Managing Agent or the Administrative Agent and, if applicable, either Rating Agency, may reasonably request; (f) on or prior to such date, the Borrower or the Servicer shall have failed to deliver any Monthly Report, Weekly Report, Daily Report or Borrowing Base Deficiency does not exist, and (iv) No law or regulation shall prohibit, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of such Advance by the Lenders Certificate required to be delivered in accordance with Section 5.02 or the provisions hereof. Notwithstanding Sale Agreement and such failure shall be continuing; or (g) the fact Administrative Agent (acting at the direction of the Requisite Lenders) shall have determined that any event or condition has occurred that has had, or could reasonably be expected to have or result in, a Material Adverse Effect. The delivery by the Borrower of a Borrowing Request and the acceptance by the Borrower of the above-described conditions precedent may not have been satisfied in connection with funds from the related Borrowing on any Advance hereunder, prior to the Termination Date and as a result of the Borrower’s acceptance of the amount of any Advance the Borrower shall be deemed to constitute, as of any such Advance Date, a representation and warranty by the Borrower that the conditions in this Section 3.02 have certified to the Administrative Agent that such conditions precedent have, in fact, been satisfied.

Conditions Precedent to All Advances. Each Advance (including the initial Advance) The obligation of Lender to the Borrower by make any Lender and the right of the Collection Agent to remit Collections to the Borrower pursuant to Section 2.07(c) advance hereunder shall be subject to the further conditions precedent that (a) with respect to any such Advance, on or prior to the date of such Advance, the Collection Agent shall have delivered to the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent, a completed Monthly Report dated on or before the most recent Monthly Report Due Date and (b) on the date of such Advance or remittance of Collections each advance (a) the following statements shall be true (and each of the giving of the applicable “Request for Advance” and the acceptance by Borrower by accepting of the amount proceeds of such Advance or remittance advance shall constitute a representation and warranty by Borrower that on the date of Collections shall be deemed to have certified that:such advance such statements are true): (i) The representations and warranties contained in Article IV 6 of this Agreement are correct in all material respects on and as of the date of such day advance, before and after giving effect to such advance, and to the application of the proceeds therefrom, as though made on and as of such date, except for those that refer to specific dates, which shall be correct as of the dates indicated therein,; (ii) No event has occurred and is continuing, or would result from such Advance advance or remittancethe application of the proceeds therefrom, which constitutes a Default or an Event of Default,; (iii) On and as of such dayNo law, after giving effect to such Advance or remittanceregulation, a Borrowing Base Deficiency does not exist, and (iv) No law or regulation shall prohibit, and no order, judgment or decree of any federalGovernmental Authority shall enjoin, state or local court or governmental body, agency or instrumentality shall prohibit or enjoinrestrain, or impose or result in the imposition of any material adverse condition upon Lender’s making the requested advance; and (iv) evidence satisfactory to Lender that Borrower has Tangible Net Worth of at least twenty percent (20.0%) of Total Assets. At a minimum, such Advance evidence will consist of a certification by an independent Certified Public Accountant acceptable to Lender that Borrower has a tangible balance sheet equity position of a minimum 20%, which certification will include a balance sheet of the Lenders Borrower as of the date required by Lender. Tangible balance sheet equity will be determined in accordance with GAAP and will not include subordinated debt or appraisal surplus. (b) Lender shall have received such other approvals, opinions or documents as Lender may request, and (c) Borrower and Contractor have satisfied all terms, conditions, and requirements set forth in the provisions hereof. Notwithstanding the fact that any of the above-described conditions precedent may not have been satisfied in connection with any Advance hereunder, prior to the Termination Date and as a result of the Borrower’s acceptance of the amount of any Advance the Borrower shall be deemed to have certified to the Administrative Agent that such conditions precedent have, in fact, been satisfiedConstruction Rider.

Conditions Precedent to All Advances. Each The obligation of each Lender to make each Advance hereunder is subject to fulfillment of the following conditions immediately prior to or contemporaneously with each such Advance or issuance: (including a) With respect to Advances other than Refinancing Advances, all of the initial Advance) to representations and warranties of the Borrower by any Lender and the right of the Collection Agent to remit Collections to the Borrower under this Agreement, which, pursuant to Section 2.07(c) 4.2 hereof, are made at and as of the time of such Advance or issuance, shall be subject true and correct at such time in all material respects, both before and after giving effect to the further conditions precedent that application of the proceeds of the Advance; (ab) with respect The incumbency of the Authorized Signatories shall be as stated in the certificate of incumbency delivered in the Borrower's loan certificate pursuant to any Section 3.1(a) or as subsequently modified and reflected in a certificate of incumbency delivered to the Administrative Lender. The Lenders may, without waiving this condition, consider it fulfilled and a representation by the Borrower made to such Advanceeffect if no written notice to the contrary, dated on or prior to before the date of such Advance, is received by the Collection Agent shall have delivered Administrative Lender from the Borrower prior to the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent, a completed Monthly Report dated on or before the most recent Monthly Report Due Date and (b) on the date making of such Advance or remittance of Collections the following statements shall be true and the Borrower by accepting the amount of such Advance or remittance of Collections shall be deemed to have certified that:Advance; (ic) The representations and warranties contained in Article IV are correct on and as of such day as though made on and as of such date, except for those that refer to specific dates, which There shall be correct as of the dates indicated therein, (ii) No event has occurred and is continuing, or would result from such Advance or remittance, which constitutes not exist a Default hereunder, with respect to Advances other than Refinancing Advances, or an Event of Default,, with respect to any Refinancing Advance, and, with respect to each Advance other than a Refinancing Advance, the Administrative Lender shall have received written or telephonic certification thereof by an Authorized Signatory (which certification, if telephonic, shall be followed promptly by written certification); (iiid) On and as of such dayThe aggregate Advances, after giving effect to such Advance or remittanceproposed Advance, a Borrowing Base Deficiency does shall not exist, exceed the maximum principal amount then permitted to be outstanding hereunder; and (ive) No law The Administrative Lender shall have received all such other certificates, reports, statements, opinions of counsel or regulation shall prohibit, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of such Advance by the Lenders in accordance with the provisions hereof. Notwithstanding the fact that any of the above-described conditions precedent may not have been satisfied in connection with any Advance hereunder, prior to the Termination Date and other documents as a result of the Borrower’s acceptance of the amount of any Advance the Borrower shall be deemed to have certified to the Administrative Agent that such conditions precedent have, in fact, been satisfiedLender or any Lender may reasonably request.