Common use of Conditions Precedent to All Advances Clause in Contracts

Conditions Precedent to All Advances. Each Advance (including the Initial Advance) and each reinvestment of Principal Collections made pursuant to Section 2.8(a)(1)(xv) or Section 2.8(a)(2) shall be subject to the further conditions precedent that: (a) On the related Funding Date or date of reinvestment, the Borrower or the Servicer, as the case may be, shall have certified in the related Borrower Notice that: (i) the representations and warranties set forth in Sections 4.1, 4.2 and 7.8 are true and correct on and as of such 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; (ii) no event has occurred, or would result from such Advance or from the application of the proceeds therefrom, that constitutes a Termination Event or Unmatured Termination Event; (iii) such Person is in material compliance with each of its covenants set forth herein; and (iv) no event has occurred that constitutes a Servicer Termination Event. (b) with respect to the initial Funding Date, the Agent shall have received all Transaction Documents listed on the Schedule of Documents, attached hereto as Schedule I, as due on the initial Funding Date, or counterparts thereof, each of which has been duly executed by, and delivered to, the parties hereto and each shall be in form and substance satisfactory to the Agent and (ii) on any date on which Principal Collections are reinvested pursuant to Section 2.8(a)(1)(xv), or Section 2.8(a)(2), the Agent shall have received a certification in the form of Exhibit N; (c) the Termination Date shall not have occurred; (d) (i) in the case of any Advance, on and as of the applicable Funding Date, before and after giving effect to such Advance and to the application of proceeds therefrom, the Availability is greater than or equal to $0;

Conditions Precedent to All Advances. Each The obligation of each Lender to make any Advance (to any Borrower, including the Initial Advance) and each reinvestment of Principal Collections made pursuant initial Advance to Section 2.8(a)(1)(xv) or Section 2.8(a)(2) such Borrower, shall be subject to the further conditions precedent that, on the date of such Advance and after giving effect thereto: (a) On the related Funding Date following statements shall be true (and each of the giving of the applicable Notice of Borrowing with respect to such Advance 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 reinvestment, the Borrower or the Servicer, as the case may be, shall have certified in the related Borrower Notice that: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 Sections 4.1Section 6.01(g) and the last sentence of Section 6.01(f)) are correct, 4.2 and 7.8 are true and correct in all material respects, on and as of the date of such dateAdvance, before and after giving effect to such borrowing Advance and to the application of the proceeds therefrom, as though made on and as of such date; (ii) no event Event of Default or Unmatured Default with respect to such Borrower has occurred, occurred and is continuing on or as of the date of such Advance or would result from such Advance or from the application of the proceeds therefrom, that constitutes a Termination Event or Unmatured Termination Eventthereof; (iii) the making of such Person is in material compliance Advance, when aggregated with each of its covenants set forth hereinall other Advances outstanding to or requested by such Borrower would not cause such Borrower’s Borrower Sublimit to be exceeded; and (iv) no event has occurred that constitutes a Servicer Termination Event.the making of such Advance, when aggregated with all other Advances outstanding to or requested by such Borrower and all other outstanding short-term debt of such Borrower would not exceed such Borrower’s Borrowing Limit then in effect; and (b) with respect such Borrower shall have furnished to the initial Funding DateAdministrative Agent such other approvals, opinions or documents as any Lender may reasonably request through the Administrative Agent shall have received all Transaction Documents listed on the Schedule of Documents, attached hereto as Schedule I, as due on the initial Funding Date, or counterparts thereof, each of which has been duly executed by, and delivered to, the parties hereto and each shall be in form and substance satisfactory to the Agent and (ii) on any date on which Principal Collections are reinvested pursuant to Section 2.8(a)(1)(xv)legality, validity, binding effect or Section 2.8(a)(2), the Agent shall have received a certification in the form of Exhibit N; (c) the Termination Date shall not have occurred; (d) (i) in the case enforceability of any Advance, on and as of the applicable Funding Date, before and after giving effect to such Advance and to the application of proceeds therefrom, the Availability is greater than or equal to $0;Loan Document.

Conditions Precedent to All Advances. Each The obligation of Lender to make each Advance (including the Initial Advance) and each reinvestment of Principal Collections made pursuant to Section 2.8(a)(1)(xv) or Section 2.8(a)(2) shall be subject to the further conditions precedent that, on the date of such Advance: (a) On the related Funding Date or date of reinvestment, the Borrower or the Servicer, as the case may be, shall have certified in the related Borrower Notice that: (i) the The representations and warranties set forth contained in Article IV of the Purchase Agreement (other than Sections 4.1, 4.2 4.01 and 7.8 4.02) are true and correct in all material respects on and as of the date of such dateAdvance, before and after giving effect to such borrowing and to the application of the proceeds therefromAdvance, as though made on and as of such date; (iib) no Borrower shall have performed, satisfied and complied with in all material respects all covenants, agreements and conditions required under the Transaction Documents to be performed, satisfied or complied with on or prior to the date of such Advance; (c) No event has occurredoccurred and is continuing, or would result from such Advance or from the application Advance, which constitutes an Event of the proceeds therefrom, that constitutes a Termination Event or Unmatured Termination Event; (iii) such Person is in material compliance with each of its covenants set forth herein; and (iv) no event has occurred that constitutes a Servicer Termination Event. (b) with respect to the initial Funding Date, the Agent shall have received all Transaction Documents listed on the Schedule of Documents, attached hereto as Schedule I, as due on the initial Funding DateDefault, or counterparts thereof, each would constitute an Event of which has been duly executed by, and delivered to, Default but for the parties hereto and each shall requirement that notice be in form and substance satisfactory to the Agent and (ii) on any date on which Principal Collections are reinvested pursuant to Section 2.8(a)(1)(xv), given or Section 2.8(a)(2), the Agent shall have received a certification in the form of Exhibit N; (c) the Termination Date shall not have occurredtime elapse or both; (d) All principal amount of Advances, accrued interest or commitment fees under this Agreement, which are due and payable at the time of such Advance, shall have been paid in full; and (ie) If the Commitment shall have been increased pursuant to Section 2.01(d), Lender shall have received a new promissory note duly executed by Borrower in the case of any Advance, on and as form of the applicable Funding DateNote, before and after giving effect to such Advance and except that the amount thereof shall be equal to the application amount of proceeds therefromthe Commitment as so increased, to replace the Note executed by Borrower on the date hereof. Simultaneously with such replacement, the Availability is greater than or equal Note executed by the Borrower on the date hereof shall be cancelled and returned to $0;Borrower and deemed null and void and of no further force and effect.

Conditions Precedent to All Advances. Each Advance (including the Initial Advance) and each reinvestment of Principal Collections made pursuant to Section 2.8(a)(1)(xv) or Section 2.8(a)(2initial Advance under this Agreement) shall be subject to the further conditions precedent that on the applicable Borrowing Date, each of the following statements shall be true (and the Borrower, by accepting the amount of such Advances or by receiving the proceeds of any Loan comprising such Advance, and each other Loan Party, upon such acceptance or receipt by the Borrower, shall be deemed to have certified that:): (a) On the related Funding Date or date of reinvestment, the Borrower or the Servicer, as the case may be, shall have certified in the related Borrower Notice that: (i) the representations and warranties set forth contained in Sections 4.1, 4.2 and 7.8 Section 6.1 are true and correct in all respects on and as of the date of such date, before and after giving effect to such borrowing and to the application of the proceeds therefrom, Advance as though made on and as of such day and shall be deemed to have been made on such day (except for such representations which speak only as of an earlier date;), (iib) no event has occurredoccurred and is continuing, or would result from such Advance or from the application of the proceeds therefromAdvance, that constitutes a Termination an Event of Default or Unmatured Termination Event; (iii) such Person is in material compliance with each of its covenants set forth herein; and (iv) no event has occurred that constitutes a Servicer Termination Event. (b) with respect to the initial Funding Date, the Agent shall have received all Transaction Documents listed on the Schedule of Documents, attached hereto as Schedule I, as due on the initial Funding Date, or counterparts thereof, each of which has been duly executed by, and delivered to, the parties hereto and each shall be in form and substance satisfactory to the Agent and (ii) on any date on which Principal Collections are reinvested pursuant to Section 2.8(a)(1)(xv), or Section 2.8(a)(2), the Agent shall have received a certification in the form of Exhibit N;Default, (c) the Termination Date shall not have occurred;, (d) (i) if such Advance is to be funded, in whole or in part, by either Conduit’s Liquidity Banks, such Conduit shall have Liquidity Banks in its Group whose Scheduled Termination Dates have not occurred with sufficient undrawn Commitments in an aggregate amount sufficient to fund the case requisite portion of any such Advance, on and (e) each of the Co-Agents shall have received (with such receipt to be determined in accordance with Section 14.2 of this Agreement) a timely Borrowing Request in accordance with Section 2.1; provided, however, the absence of the occurrence and continuance of an Unmatured Default shall not be a condition precedent to any Advance which does not increase the aggregate principal amount of all Advances outstanding over the aggregate outstanding principal balance of the Advances as of the applicable Funding Date, before and after giving effect to opening of business on such Advance and to the application of proceeds therefrom, the Availability is greater than or equal to $0;day.

Conditions Precedent to All Advances. Each Advance (including Advance, other than the Initial initial Advance) and each reinvestment of Principal Collections made pursuant to Section 2.8(a)(1)(xv) or Section 2.8(a)(2) shall be , is subject to the further conditions precedent thatthat on the date of such Advance: (a) On the related Funding Date or date of reinvestment, the Borrower or has delivered to the Servicer, Administrative Agent and the Lenders a Notice of Borrowing and a Quarterly LTV Certificate as the case may be, shall have certified provided in the related Borrower Notice that:Section 2.02(a); (ib) such date occurs during the representations and warranties set forth in Sections 4.1, 4.2 and 7.8 are true and correct Availability Period; (c) on and as of such date, before and after giving effect to such borrowing Advance and the transactions related thereto, including the use of proceeds thereof, (i) the aggregate Advances made hereunder (without giving effect to any repayment or prepayment thereof) do not exceed the application Total Facility Amount and (B) the Advances Outstanding do not exceed the Borrowing Base and a calculation of the proceeds therefrom, as though made on and Borrowing Base as of such datedate has been included in the Notice of Borrowing with respect to such Advance; (iid) no event Unmatured Event of Default, Event of Default or Cash Trap Event has occurred, occurred and is continuing or would result from such Advance or from the application of the proceeds therefrom, that constitutes a Termination Event or Unmatured Termination Event; (iii) such Person is in material compliance with each of its covenants set forth herein; and (iv) no event has occurred that constitutes a Servicer Termination Event. (b) with respect to the initial Funding Date, the Agent shall have received all Transaction Documents listed on the Schedule of Documents, attached hereto as Schedule I, as due on the initial Funding Date, or counterparts thereof, each of which has been duly executed by, and delivered to, the parties hereto and each shall be in form and substance satisfactory to the Agent and (ii) on any date on which Principal Collections are reinvested pursuant to Section 2.8(a)(1)(xv), or Section 2.8(a)(2), the Agent shall have received a certification in the form of Exhibit N; (ce) the Termination Date shall not have occurred; (d) (i) representations contained in the case of any Advance, on Sections 4.01 and as of the applicable Funding Date, 4.02 are true and correct in all material respects before and after giving effect to such Advance and to the application of proceeds therefrom, on and as of such day as though made on and as of such date (or, in the Availability case of any such representation expressly stated to have been made as of a specific date, as of such specific date); and (f) all expenses and fees that are required to be paid hereunder or by the Fee Letters have been paid in full. Each request for an Advance pursuant to this Section 3.03 is greater than or equal to $0;deemed a representation by the Borrower that the conditions specified in this Section 3.03 have been met.

Conditions Precedent to All Advances. Each Advance (including the Initial Advance) and each reinvestment of Principal Collections made pursuant to Section 2.8(a)(1)(xv) or Section 2.8(a)(2) shall be is subject to the further conditions precedent that: : (a) On the related Funding Date or date Administrative Borrower has delivered to the Administrative Agent a Notice of reinvestment, the Borrower or the Servicer, Borrowing as the case may be, shall have certified provided in the related Borrower Notice that: Section 2.02(a); (ib) the representations and warranties set forth in Sections 4.1, 4.2 and 7.8 are true and correct on and as of such dateAdvance Date, before and immediately after giving effect to such borrowing Advance and to the application transactions related thereto, including the use of proceeds thereof, the proceeds therefrom, as though made Advances Outstanding do not exceed the Maximum Availability on such Advance Date; (c) on and as of such date; Advance Date, immediately after giving effect to such Advance and the transactions related thereto, including the use of proceeds thereof, no Market Trigger Event has occurred and is continuing; (iid) no event Event of Default has occurredoccurred and is continuing, or would result from such Advance or from the application of the proceeds therefrom, that constitutes a Termination Event ; (e) the Co‐Borrowers shall have obtained an investment grade ratingDebt Rating (BBB or Unmatured Termination Event; (iii) such Person is in material compliance with each of its covenants set forth herein; and (iv) no event has occurred that constitutes a Servicer Termination Event. (bhigher) with respect to toon the initial Funding Date, Advances advanced under this Agreement from NRSRO or fromFacility and the Agent shall have received all Transaction Documents listed on the Schedule of Documents, attached hereto as Schedule I, as due on the initial Funding Date, or counterparts thereof, each of which has been duly executed by, and delivered to, the parties hereto and each shall be in form and substance satisfactory to the Agent and (ii) on any date on which Principal Collections are reinvested pursuant to Section 2.8(a)(1)(xv), or Section 2.8(a)(2), the Agent Majority Lenders shall have received a certification copy of any rating agency approved by the NAICletter issued in the form of Exhibit N; connection therewith; (cf) the Termination Date shall not have occurred; (d) (i) representations contained in the case Sections 4.01, 4.02 and 4.05 of any Advancethis Agreement, on and as Section 4.1 of the applicable Funding Date, Guaranty are true and correct in all material respects (except that any representation qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) before and immediately after giving effect to such Advance and to the application of proceeds therefrom, on and as of such date as though made on and as of such date (or, in the Availability is greater than or equal case of any such representation expressly stated to $0;have been made as of a specific date, as of such specific date); and -72- USActive 58806140.10 -72-60444631.4 SK 28388 0001 10656366 v3

Conditions Precedent to All Advances. Each Advance (including the Initial The obligation of each Lender to make each Advance) and each reinvestment of Principal Collections made pursuant to Section 2.8(a)(1)(xv) or Section 2.8(a)(2) , except for Refinancing Advances, which constitutes an increase, shall be subject to the further conditions precedent that: that (a) On on the related Funding Date or date of reinvestmentsuch Advance, the Borrower or the Servicer, as the case may be, following statements shall have certified in the related Borrower Notice thatbe true: (i) the The representations and warranties set forth contained in Sections 4.1, 4.2 and 7.8 Article V hereof are true and correct on and as of such 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 (and the delivery of each Borrowing Notice under Section 2.02(a), and each Conversion or Continuation Notice under 43 50 Section 2.09(b), or the failure to deliver a Conversion or Continuation Notice under Section 2.09(b), shall constitute a representation that on the disbursement date such representations are true (except as to representations and warranties which (i) refer to a specific date, (ii) have been modified by transactions permitted pursuant to this Agreement or any other Loan Paper or (iii) have been specifically waived in writing by Administrative Agent)); (ii) no No event has occurredoccurred and is continuing, or would result from such Advance or from (including the intended application of the proceeds therefromof such Advance), that constitutes does or could constitute a Termination Default or Event or Unmatured Termination Eventof Default; (iii) There shall have occurred no Material Adverse Change, and the making of such Person is Advance shall not cause or result in material compliance with each of its covenants set forth hereina Material Adverse Change; and (iv) no event has occurred that constitutes a Servicer Termination Event. After giving effect to each such Advance, the aggregate amount of all outstanding Advances plus the undrawn face amount of all issued and outstanding Letters of Credit do not exceed the Available Commitment; and (b) with respect to the initial Funding Date, the Administrative Agent shall have received all Transaction Documents listed on the Schedule of Documentsreceived, attached hereto as Schedule I, as due on the initial Funding Date, or counterparts thereof, each of which has been duly executed by, and delivered to, the parties hereto and each shall be in form and substance satisfactory acceptable to the Agent it, such other approvals, documents, certificates, opinions and (ii) on any date on which Principal Collections are reinvested pursuant to Section 2.8(a)(1)(xv), information as it may deem necessary or Section 2.8(a)(2), the Agent shall have received a certification in the form of Exhibit N; (c) the Termination Date shall not have occurred; (d) (i) in the case of any Advance, on and as of the applicable Funding Date, before and after giving effect to such Advance and to the application of proceeds therefrom, the Availability is greater than or equal to $0;appropriate.

Conditions Precedent to All Advances. Each The initial Advance by the Lender and each Additional Advance (including the Initial Advance) and each reinvestment of Principal Collections made pursuant to Section 2.8(a)(1)(xv) or Section 2.8(a)(2each, a “Transaction”) shall be subject to the further conditions precedent that: (a) With respect to any 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, in form and substance satisfactory to the Deal Agent, (i) an Advance Notice, (ii) an Assignment Agreement, and (iii) such other additional information as may be reasonably requested by the Deal Agent; (b) On the related Funding Date or date of reinvestment, such Transaction the following statements shall be true and the Borrower or the Servicer, as the case may be, shall be deemed to have certified in the related Borrower Notice that: (i) the The representations and warranties set forth contained in Sections 4.1, 4.1 and 4.2 and 7.8 are true and correct on and as of such date, before and after giving effect to such borrowing and to the application of the proceeds therefrom, day as though made on and as of such dateday and shall be deemed to have been made on such day; (ii) no No event has occurredoccurred and is continuing, or would result from such Advance or from the application of the proceeds therefromTransaction, that constitutes (A) a Termination Turbo Event, (B) an Event of Default or Unmatured Termination EventEvent 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) exists; (iii) On and as of such Person is in material compliance with each day, after giving effect to such Transaction, the Outstanding Amount does not exceed the lesser of its covenants set forth herein(A) the Advance Limit and (B) the Borrowing Base; and (iv) no event None of NewStar Financial, the Borrower, the Servicer or the Originator has occurred delivered any notice to the Deal Agent, the Beneficiary or any Lender that constitutes a Servicer Termination Eventthe representation set forth in Section 4.1(f) or Section 4.3(f) of this Agreement, Section 3.1(h) or Section 3.1(i) of the Guaranty or any other representation or warranty set forth in the Transaction Documents is not true. (bc) with respect No fact or condition shall exist 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 initial Funding Transaction Documents to perform their respective obligations under the Note Purchase Agreement or the other Transaction Documents. (d) As of such Advance Date, 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 or Servicer, as applicable, shall have delivered to the Trustee, on or prior to two (2) Business Days prior to the related Addition Date (including the Initial Advance Date), each related Trustee Contract File and a completed Contract Checklist for each Contract subject to the Assignment Agreement to be delivered on such Addition Date, and the Deal Agent shall have received all Transaction Documents listed on the Schedule of Documents, attached hereto as Schedule I, as due on the initial Funding Date, or counterparts thereof, each of which has been duly executed by, and delivered to, Custodial Receipt from the parties hereto and each Trustee. (f) The Trustee shall be in form and substance satisfactory possession of all Trustee Contract Files related to any Contract which is in the Agent and Asset Pool. (iig) on any On the date on which Principal Collections are reinvested pursuant to Section 2.8(a)(1)(xv), or Section 2.8(a)(2)of such Transaction, the Deal Agent shall have received a certification such other approvals, opinions or documents as the Deal Agent may reasonably require. The failure to satisfy any of the foregoing conditions precedent in the form of Exhibit N; (c) the Termination Date shall not have occurred; (d) (i) in the case respect of any Advance, on and as Advance shall give rise to a right of the applicable Funding DateDeal Agent, before and after giving effect which right may be exercised at any time on the demand of the Lender, to such rescind the related Advance and direct the Borrower to pay to the application Deal Agent for the benefit of proceeds therefrom, the Availability is greater than or Lender an amount equal to $0;the Advances made during any such time that any of the foregoing conditions precedent were not satisfied.

Conditions Precedent to All Advances. Each Advance (including Advance, other than the Initial initial Advance) and each reinvestment of Principal Collections made pursuant to Section 2.8(a)(1)(xv) or Section 2.8(a)(2) shall be , is subject to the further conditions precedent thatthat on the date of such Advance: (a) On the related Funding Date or date of reinvestment, the Borrower or has delivered to the Servicer, Administrative Agent and the Lenders a Notice of Borrowing and a Quarterly LTV Certificate as the case may be, shall have certified provided in the related Borrower Notice that:Section 2.02(a); (ib) such date occurs during the representations and warranties set forth in Sections 4.1, 4.2 and 7.8 are true and correct Availability Period; (c) on and as of such date, before and after giving effect to such borrowing Advance and the transactions related thereto, including the use of proceeds thereof, (i) the aggregate Advances made hereunder (without giving effect to any repayment or prepayment thereof) do not exceed the application Total Facility Amount and (B) LTV does not exceed 55% (after giving effect to such Advance and any Transfer effectuated from the use of the proceeds therefrom, as though made on and as of such datethereof); (iid) no event Unmatured Event of Default, Event of Default or Cash Trap Event has occurred, occurred and is continuing or would result from such Advance or from the application of the proceeds therefrom, that constitutes a Termination Event or Unmatured Termination Event; (iii) such Person is in material compliance with each of its covenants set forth herein; and (iv) no event has occurred that constitutes a Servicer Termination Event. (b) with respect to the initial Funding Date, the Agent shall have received all Transaction Documents listed on the Schedule of Documents, attached hereto as Schedule I, as due on the initial Funding Date, or counterparts thereof, each of which has been duly executed by, and delivered to, the parties hereto and each shall be in form and substance satisfactory to the Agent and (ii) on any date on which Principal Collections are reinvested pursuant to Section 2.8(a)(1)(xv), or Section 2.8(a)(2), the Agent shall have received a certification in the form of Exhibit N; (ce) the Termination Date shall not have occurred; (d) (i) representations contained in the case of any Advance, on Sections 4.01 and as of the applicable Funding Date, 4.02 are true and correct in all material respects before and after giving effect to such Advance and to the application of proceeds therefrom, on and as of such day as though made on and as of such date (or, in the Availability case of any such representation expressly stated to have been made as of a specific date, as of such specific date); and (f) all expenses and fees that are required to be paid hereunder or by the Fee Letters have been paid in full. Each request for an Advance pursuant to this Section 3.03 is greater than or equal to $0;deemed a representation by the Borrower that the conditions specified in this Section 3.03 have been met.

Conditions Precedent to All Advances. Each Advance (including the Initial Advance) and each reinvestment rollover or continuation of Principal Collections made pursuant to Section 2.8(a)(1)(xv) or Section 2.8(a)(2) any Advance shall be subject to the further conditions precedent that: that (a) On the related Funding Servicer shall have delivered to the Co-Agents on or prior to the date thereof all Monthly Reports as and when due under Section 8.5; (b) the Facility Termination Date shall not have occurred; (c) in the event of a change in law that affects the validity, perfection or priority of the Administrative Agent’s security interest in the Collateral or a change in circumstances that materially and adversely affects the Receivables after the date of reinvestmentthis Agreement, the Borrower or the Servicer, as the case may be, Administrative Agent shall have certified in received such other opinions or documents as it may reasonably request; and (d) on the related date thereof, the following statements shall be true (and acceptance of the proceeds of such Advance shall be deemed a representation and warranty by Borrower Notice that:that such statements are then true): (i) the representations and warranties set forth in Section 5.1 (other than those contained in Sections 4.15.1(e) and (m), 4.2 and 7.8 if and to the extent incorporated herein, the representation and warranty contained in Section 6(d) of the Performance Undertaking) are true and correct on and as of the date of such dateAdvance (or such Settlement Date, before and after giving effect to such borrowing and to as the application of the proceeds therefrom, case may be) as though made on and as of such date; provided, that with respect to those contained in Sections 5.1(a), (c) and (p), the determination of whether any Material Adverse Effect has occurred as set forth therein shall be made solely by Borrower, in its reasonable, good faith judgment; (ii) no event has occurredoccurred and is continuing, or would result from such Advance (or from the application of the proceeds therefromcontinuation thereof), that constitutes a Termination Event will constitute an Amortization Event, and no event has occurred and is continuing, or would result from such Advance (or the continuation thereof), that would constitute an Unmatured Termination Amortization Event;; and (iii) such Person is in material compliance with each of its covenants set forth herein; and (iv) no event has occurred that constitutes a Servicer Termination Event. (b) with respect to the initial Funding Date, the Agent shall have received all Transaction Documents listed on the Schedule of Documents, attached hereto as Schedule I, as due on the initial Funding Date, or counterparts thereof, each of which has been duly executed by, and delivered to, the parties hereto and each shall be in form and substance satisfactory to the Agent and (ii) on any date on which Principal Collections are reinvested pursuant to Section 2.8(a)(1)(xv), or Section 2.8(a)(2), the Agent shall have received a certification in the form of Exhibit N; (c) the Termination Date shall not have occurred; (d) (i) in the case of any Advance, on and as of the applicable Funding Date, before and after giving effect to such Advance and to (or the application of proceeds therefromcontinuation thereof), the Availability is greater than or equal to $0;Aggregate Principal will not exceed the Borrowing Limit.

Conditions Precedent to All Advances. Each The obligation of Servicing Agent to make each Advance (including the Initial initial Advance) and each reinvestment of Principal Collections made pursuant the Lenders to Section 2.8(a)(1)(xv) or Section 2.8(a)(2) make Advances shall be subject to the further conditions precedent that: that on the date of such Advance and after giving effect thereto (a) On the related Funding Date or following statements shall be true (and each of the giving of the applicable notice requesting such Advance and the acceptance by the Borrower of the proceeds of such Advance shall constitute a representation and warranty by the Borrower that on the date of reinvestment, the Borrower or the Servicer, as the case may be, shall have certified in the related Borrower Notice 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 set forth contained in Sections 4.1Section 4.1 and in Section 4.2, 4.2 and 7.8 as applicable, of this Agreement are true and correct on and as of the date of such dateAdvance, before and after giving effect to such borrowing Advance and to the application of the proceeds therefromof such Advance, as though made on and as of such date; (iiiii) no No event has occurredoccurred and is continuing, or would result from such Advance or from the application of the proceeds therefromof such Advance, that which constitutes a Termination an Event of Default or Unmatured Termination Event; (iii) such Person is in material compliance with each would constitute an Event of its covenants set forth hereinDefault or Potential Default unless waived; and (iv) Since the Closing Date, no event has occurred that constitutes a Servicer Termination Event. (b) with respect to the initial Funding Date, the Agent or events shall have received all Transaction Documents listed on the Schedule of Documents, attached hereto as Schedule I, as due on the initial Funding Dateoccurred and be continuing which would have, or counterparts thereofwould reasonably be expected to result in, each of which has been duly executed by, and delivered to, the parties hereto and each shall be in form and substance satisfactory to the Agent and (ii) on any date on which Principal Collections are reinvested pursuant to Section 2.8(a)(1)(xv), or Section 2.8(a)(2), the Agent shall have received a certification in the form of Exhibit NMaterial Adverse Change; (c) the Termination Date shall not have occurred; (d) (i) in the case of any Advance, on and as of the applicable Funding Date, before and after giving effect to such Advance and to the application of proceeds therefrom, the Availability is greater than or equal to $0;

Conditions Precedent to All Advances. Each Advance (including the Initial Advance) and each reinvestment rollover or continuation of Principal Collections made pursuant to Section 2.8(a)(1)(xv) or Section 2.8(a)(2) any Advance shall be subject to the further conditions precedent that: (a) On that the related Funding Servicer shall have delivered to the Agent on or prior to the date thereof, in form and substance satisfactory to the Agent, all Monthly 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 documents as it may reasonably request; and on the date of reinvestmentthereof, the following statements shall be true (and acceptance of the proceeds of such Advance shall be deemed a representation and warranty by Borrower or the Servicer, as the case may be, shall have certified in the related Borrower Notice that:that such statements are then true): (i) the representations and warranties set forth in Sections 4.1, 4.2 and 7.8 Section 5.1 are true and correct on and as of the date of such dateAdvance (or such Settlement Date, before as the case may be), rollover or continuation of any Advance and after giving effect to such borrowing and to the application as of the proceeds therefrom, date of any Purchase by Borrower under the Sale Agreement as though made on and as of such date; (ii) no event has occurredoccurred and is continuing, or would result from such Advance (or from the application of the proceeds therefromcontinuation thereof), that constitutes a Termination Event 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 Unmatured Termination Amortization Event;; and (iii) such Person is in material compliance with each of its covenants set forth herein; and (iv) no event has occurred that constitutes a Servicer Termination Event. (b) with respect to the initial Funding Date, the Agent shall have received all Transaction Documents listed on the Schedule of Documents, attached hereto as Schedule I, as due on the initial Funding Date, or counterparts thereof, each of which has been duly executed by, and delivered to, the parties hereto and each shall be in form and substance satisfactory to the Agent and (ii) on any date on which Principal Collections are reinvested pursuant to Section 2.8(a)(1)(xv), or Section 2.8(a)(2), the Agent shall have received a certification in the form of Exhibit N; (c) the Termination Date shall not have occurred; (d) (i) in the case of any Advance, on and as of the applicable Funding Date, before and after giving effect to such Advance, rollover or continuation of any Advance and to any Purchase by Borrower under the application of proceeds therefromSale Agreement, the Availability is greater than or equal to $0;Aggregate Principal will not exceed the Borrowing Limit.

Conditions Precedent to All Advances. Each Advance (including the Initial Advance) and each reinvestment of Principal Available Collections made pursuant to Section 2.8(a)(1)(xv) or Section 2.8(a)(22.8(a)(xii) shall be subject to the further conditions precedent that: (a) On the related Funding Date or date of reinvestment, the Borrower or the Servicer, as the case may be, shall have certified in the related Borrower Notice that: (i) the The representations and warranties set forth in Sections 4.1, 4.2 and 7.8 6.8 are true and correct on and as of such 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; (ii) no No event has occurred, or would result from such Advance or from the application of the proceeds therefrom, that constitutes a Termination Event or Unmatured an Termination Event; (iii) such Such Person is in material compliance with each of its covenants set forth herein; and (iv) no No event has occurred that constitutes a Servicer Termination Event.; (bi) with With respect to the initial Funding Date, the Deal Agent shall have received all Transaction Documents listed on the Schedule of Documents, attached hereto as Schedule I, as due on the initial Funding Date, or counterparts thereof, each of which has been duly executed by, and delivered to, the parties hereto and each shall be in form and substance satisfactory to the Deal Agent and (ii) on any date on which Principal Collections are reinvested pursuant to Section 2.8(a)(1)(xv), or Section 2.8(a)(22.8(a)(xii), the Deal Agent shall have received a certification in the form of Exhibit N; (c) the The Termination Date shall not have occurred; (d) (i) in the case of any Advance, on and as of the applicable Funding Date, before Before and after giving effect to such Advance borrowing and to the application of proceeds therefrom, Advances Outstanding do not exceed the Availability Borrowing Base, as calculated on such date: (e) Each Loan submitted by the Borrower for funding on the related Funding Date or date of reinvestment of Collections pursuant to Section 2.8(a)(xii) is greater than an Eligible Loan; (f) No claim has been asserted or equal proceeding commenced challenging enforceability or validity of any of the Loan Documents, excluding any instruments, certificates or other documents relating to $0Loans that were the subject of prior Advances; (g) There shall have been no Material Adverse Change since the preceding Advance; and (h) The Servicer and Borrower shall have taken such other action, including delivery of approvals, consents, opinions, documents, and instruments to the Lender and the Deal Agent as each may reasonably request.

Conditions Precedent to All Advances. Each The obligation of the Lender to make each Advance (including the Initial Advance) and each reinvestment of Principal Collections made pursuant to Section 2.8(a)(1)(xv) or Section 2.8(a)(2) shall be subject to the further conditions precedent thatthat on the date of such Advance (a) the following statements shall be true (and the delivery of each Borrowing Notice under Section 2.02(a) or each Conversion Notice under Section 2.10 shall constitute a representation that on the disbursement date (except as to representations and warranties which (i) refer to a specific date, (ii) have been modified by transactions permitted pursuant to this Agreement or any other Loan Paper or (iii) have been specifically waived in writing by the Lender) are true: (a) On the related Funding Date or date of reinvestment, the Borrower or the Servicer, as the case may be, shall have certified in the related Borrower Notice that: (iA) the representations and warranties set forth contained in Sections 4.1, 4.2 and 7.8 Article IV hereof are true and correct on and as of such 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; (iiB) no event has occurredoccurred and is continuing, or would result from such Advance or from (including the intended application of the proceeds therefromof such Advance), that constitutes does or could constitute a Termination Default or Event or Unmatured Termination Eventof Default; (iiiC) there shall have occurred no Material Adverse Change, and the making of such Person is Advance, shall not cause or result in material compliance with a Material Adverse Change; (D) after giving effect to each of its covenants set forth hereinsuch Advance, the aggregate outstanding Advances do not exceed the Commitment; and (ivE) no event has occurred that constitutes a Servicer Termination Event. after giving effect to each such Advance, the aggregate principal balance of the Pledged Loans, excluding any Defective Loans, as hereinafter defined, shall equal at least 105% of the aggregate Advances under this Agreement. 23 and (b) with respect to the initial Funding Date, the Agent Lender shall have received all Transaction Documents listed on the Schedule of Documentsreceived, attached hereto as Schedule I, as due on the initial Funding Date, or counterparts thereof, each of which has been duly executed by, and delivered to, the parties hereto and each shall be in form and substance satisfactory acceptable to the Agent it, such other approvals, documents, certificates, opinions, and (ii) on any date on which Principal Collections are reinvested pursuant to Section 2.8(a)(1)(xv), information as it may deem necessary or Section 2.8(a)(2), the Agent shall have received a certification in the form of Exhibit N; (c) the Termination Date shall not have occurred; (d) (i) in the case of any Advance, on and as of the applicable Funding Date, before and after giving effect to such Advance and to the application of proceeds therefrom, the Availability is greater than or equal to $0;appropriate.

Conditions Precedent to All Advances. Each Advance (including the Initial Advance) and each reinvestment rollover or continuation of Principal Collections made pursuant to Section 2.8(a)(1)(xv) or Section 2.8(a)(2) any Advance shall be subject to the further conditions precedent that: that (a) On the related Funding Servicer shall have delivered to the Administrative Agent on or prior to the date thereof all Monthly Reports as and when due under Section 8.5; (b) the Facility Termination Date shall not have occurred; (c) in the event of a change in law that affects the validity, perfection or priority of the Administrative Agent’s security interest in the Collateral or a change in circumstances that materially and adversely affects the Receivables after the date of reinvestmentthis Agreement, the Borrower or the Servicer, as the case may be, Administrative Agent shall have certified in received such other opinions or documents as it may reasonably request; and (d) on the related date thereof, the following statements shall be true (and acceptance of the proceeds of such Advance shall be deemed a representation and warranty by Borrower Notice that:that such statements are then true): (i) the representations and warranties set forth in Sections 4.1, 4.2 and 7.8 Section 5.1 are true and correct on and as of the date of such dateAdvance (or such Settlement Date, before and after giving effect to such borrowing and to as the application of the proceeds therefrom, case may be) as though made on and as of such date; provided, that with respect to those contained in Sections 5.1(a), (e), (f), (l), (u) and (w), the determination of whether any Material Adverse Effect has occurred as set forth therein shall be made solely by Borrower, in its reasonable, good faith judgment; (ii) no event has occurredoccurred and is continuing, or would result from such Advance (or from the application of the proceeds therefromcontinuation thereof), that constitutes a Termination Event will constitute an Amortization Event, and no event has occurred and is continuing, or would result from such Advance (or the continuation thereof), that would constitute an Unmatured Termination Amortization Event;; and (iii) such Person is in material compliance with each of its covenants set forth herein; and (iv) no event has occurred that constitutes a Servicer Termination Event. (b) with respect to the initial Funding Date, the Agent shall have received all Transaction Documents listed on the Schedule of Documents, attached hereto as Schedule I, as due on the initial Funding Date, or counterparts thereof, each of which has been duly executed by, and delivered to, the parties hereto and each shall be in form and substance satisfactory to the Agent and (ii) on any date on which Principal Collections are reinvested pursuant to Section 2.8(a)(1)(xv), or Section 2.8(a)(2), the Agent shall have received a certification in the form of Exhibit N; (c) the Termination Date shall not have occurred; (d) (i) in the case of any Advance, on and as of the applicable Funding Date, before and after giving effect to such Advance and to (or the application of proceeds therefromcontinuation thereof), the Availability is greater than or equal to $0;Aggregate Principal will not exceed the Borrowing Limit.

Conditions Precedent to All Advances. Each Advance (including Advance, other than the Initial initial Advance) and each reinvestment of Principal Collections made pursuant to Section 2.8(a)(1)(xv) or Section 2.8(a)(2) shall be , is subject to the further conditions precedent thatthat on the date of such Advance: (a) On the related Funding Date or date of reinvestment, the Borrower or has delivered to the Servicer, Administrative Agent and the Lenders a Notice of Borrowing and a Quarterly LTV Certificate as the case may be, shall have certified provided in the related Borrower Notice that:Section 2.02(a); (ib) such date occurs during the representations and warranties set forth in Sections 4.1, 4.2 and 7.8 are true and correct Availability Period; (c) on and as of such date, before and after giving effect to such borrowing Advance and the transactions related thereto, including the use of proceeds thereof, (i) the aggregate Advances made hereunder (without NAI-1528532842v5 giving effect to any repayment or prepayment thereof) do not exceed the application Total Facility Amount and (B) the Advances Outstanding do not exceed the Borrowing Base and a calculation of the proceeds therefrom, as though made on and Borrowing Base as of such datedate has been included in the Notice of Borrowing with respect to such Advance; (iid) no event Unmatured Event of Default, Event of Default or Cash Trap Event has occurred, occurred and is continuing or would result from such Advance or from the application of the proceeds therefrom, that constitutes a Termination Event or Unmatured Termination Event; (iii) such Person is in material compliance with each of its covenants set forth herein; and (iv) no event has occurred that constitutes a Servicer Termination Event. (b) with respect to the initial Funding Date, the Agent shall have received all Transaction Documents listed on the Schedule of Documents, attached hereto as Schedule I, as due on the initial Funding Date, or counterparts thereof, each of which has been duly executed by, and delivered to, the parties hereto and each shall be in form and substance satisfactory to the Agent and (ii) on any date on which Principal Collections are reinvested pursuant to Section 2.8(a)(1)(xv), or Section 2.8(a)(2), the Agent shall have received a certification in the form of Exhibit N; (ce) the Termination Date shall not have occurred; (d) (i) representations contained in the case of any Advance, on Sections 4.01 and as of the applicable Funding Date, 4.02 are true and correct in all material respects before and after giving effect to such Advance and to the application of proceeds therefrom, on and as of such day as though made on and as of such date (or, in the Availability case of any such representation expressly stated to have been made as of a specific date, as of such specific date); and (f) all expenses and fees that are required to be paid hereunder or by the Fee Letters have been paid in full. Each request for an Advance pursuant to this Section 3.03 is greater than or equal to $0;deemed a representation by the Borrower that the conditions specified in this Section 3.03 have been met.

Conditions Precedent to All Advances. Each Advance (including the Initial Advance) and each reinvestment of Principal Collections made pursuant to Section 2.8(a)(1)(xv) or Section 2.8(a)(2initial Advance under this Agreement) shall be subject to the further conditions precedent that on the applicable Borrowing Date, each of the following statements shall be true (and the Borrower, by accepting the amount of such Advances or by receiving the proceeds of any Loan comprising such Advance, and each other Loan Party, upon such acceptance or receipt by the Borrower, shall be deemed to have certified that:): (a) On the related Funding Date or date of reinvestment, the Borrower or the Servicer, as the case may be, shall have certified in the related Borrower Notice that: (i) the representations and warranties set forth contained in Sections 4.1, 4.2 and 7.8 Section 6.1 are true and correct in all respects on and as of the date of such date, before and after giving effect to such borrowing and to the application of the proceeds therefrom, Advance as though made on and as of such day and shall be deemed to have been made on such day (except for such representations which speak only as of an earlier date;), (iib) no event has occurredoccurred and is continuing, or would result from such Advance or from the application of the proceeds therefromAdvance, that constitutes a Termination an Event of Default or Unmatured Termination Event; (iii) such Person is in material compliance with each of its covenants set forth herein; and (iv) no event has occurred that constitutes a Servicer Termination Event. (b) with respect to the initial Funding Date, the Agent shall have received all Transaction Documents listed on the Schedule of Documents, attached hereto as Schedule I, as due on the initial Funding Date, or counterparts thereof, each of which has been duly executed by, and delivered to, the parties hereto and each shall be in form and substance satisfactory to the Agent and (ii) on any date on which Principal Collections are reinvested pursuant to Section 2.8(a)(1)(xv), or Section 2.8(a)(2), the Agent shall have received a certification in the form of Exhibit N;Default, (c) the Termination Date shall not have occurred;, (d) (i) if such Advance is to be funded, in whole or in part, by either Conduit's Liquidity Banks, such Conduit shall have Liquidity Banks in its Group whose Scheduled Termination Dates have not occurred with sufficient undrawn Commitments in an aggregate amount sufficient to fund the case requisite portion of any such Advance, on and (e) each of the Co-Agents shall have received (with such receipt to be determined in accordance with Section 14.2 of this Agreement) a timely Borrowing Request in accordance with Section 2.1; provided, however, the absence of the occurrence and continuance of an Unmatured Default shall not be a condition precedent to any Advance which does not increase the aggregate principal amount of all Advances outstanding over the aggregate outstanding principal balance of the Advances as of the applicable Funding Date, before and after giving effect to opening of business on such Advance and to the application of proceeds therefrom, the Availability is greater than or equal to $0;day.

Conditions Precedent to All Advances. Each Advance No Lender shall be obligated to make any Advances hereunder (including the Initial Advance) and each reinvestment of Principal Collections initial Advances but excluding Advances made pursuant to Section 2.8(a)(1)(xv2.01(b)(iii)) or Section 2.8(a)(2) shall be subject to on any date if, as of the further conditions precedent thatdate thereof: (a) On any representation or warranty of the related Funding Date or date of reinvestmentBorrower, the Borrower Servicer or any other Transaction Party contained herein or in any of the Servicer, as the case may be, other Related Documents shall have certified be untrue or incorrect in the related Borrower Notice that: (i) the representations and warranties set forth in Sections 4.1, 4.2 and 7.8 are true and correct on and any material respect as of such date, either before and or after giving effect to the Advances to be made on such borrowing date and to the application of the proceeds therefrom, as though made on except to the extent that such representation or warranty expressly relates to an earlier date and as of such dateexcept for changes therein expressly permitted by this Agreement; (iib) no any event has shall have occurred, or would result from the making of such Advance Advances or from the application of the proceeds therefrom, that constitutes a an Incipient Termination Event or Unmatured a Termination Event; (iii) such Person is in material compliance with each of its covenants set forth herein; and (iv) no event has occurred that constitutes a Servicer Termination Event. (b) with respect to the initial Funding Date, the Agent shall have received all Transaction Documents listed on the Schedule of Documents, attached hereto as Schedule I, as due on the initial Funding Date, or counterparts thereof, each of which has been duly executed by, and delivered to, the parties hereto and each shall be in form and substance satisfactory to the Agent and (ii) on any date on which Principal Collections are reinvested pursuant to Section 2.8(a)(1)(xv), or Section 2.8(a)(2), the Agent shall have received a certification in the form of Exhibit N; (c) the Commitment Termination Date shall not have occurred; (d) (i) in the case of any Advance, on and as of the applicable Funding Date, either before and or after giving effect to such Advance and to the application of the proceeds therefrom, a Funding Excess would exist; or (e) on or prior to such date, the Availability is greater than Borrower or equal the Servicer shall have failed to $0;deliver any Report required to be delivered in accordance with Section 5.02 hereof or the Sale Agreement and such failure shall be continuing. 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, as the case may be, a representation and warranty by the Borrower that the conditions in this Section 3.02 have been satisfied.

Conditions Precedent to All Advances. Each Advance (including the Initial Advance) and each reinvestment of Principal Collections made pursuant to Section 2.8(a)(1)(xv) or Section 2.8(a)(2) shall be is subject to the further conditions precedent that: (a) On the related Funding Advance Date or date of reinvestmentan Advance (including the Initial Advance), the following statements are true and correct and the Borrower or the Servicer, as the case may be, shall by accepting such Advance is deemed to have certified in the related Borrower Notice that: (i) the representations Borrower has delivered to the Administrative Agent (1) a Notice of Borrowing, (2) a Borrowing Base Certificate for the Term Loan Series under which such 62 Advance is made, (3) a Portfolio LTV Certificate and warranties set forth (4) if the proceeds of such Advance are to be used in Sections 4.1connection with the Transfer of a Portfolio Asset, 4.2 a Portfolio Asset Certificate, each as provided in Section 2.02(a); (ii) the Borrower has provided to the Administrative Agent and 7.8 are true and correct the Facility Servicer (which may be provided electronically) the Portfolio Asset Schedule for the Term Loan Series under which such Advance is made as updated to include each of the Eligible Portfolio Assets included in the Borrowing Base Certificate delivered in connection with such Advance; (iii) on and as of such dateAdvance Date, before and after giving effect to such borrowing Advance and to the application transactions related thereto, including the use of proceeds thereof, the proceeds therefrom, as though Advances Outstanding for the Term Loan Series under which such Advance is made on and as do not exceed the Maximum Availability of such dateTerm Loan Series on such Advance Date; (iiiv) no event Event of Default, Unmatured Event of Default or Market Trigger Event has occurredoccurred and is continuing, or would result from such Advance or from the application of the proceeds therefrom, that constitutes a Termination Event or Unmatured Termination Event; (iii) such Person is in material compliance with each of its covenants set forth herein; and (iv) no event has occurred that constitutes a Servicer Termination Event. (b) with respect to the initial Funding Date, the Agent shall have received all Transaction Documents listed on the Schedule of Documents, attached hereto as Schedule I, as due on the initial Funding Date, or counterparts thereof, each of which has been duly executed by, and delivered to, the parties hereto and each shall be in form and substance satisfactory to the Agent and (ii) on any date on which Principal Collections are reinvested pursuant to Section 2.8(a)(1)(xv), or Section 2.8(a)(2), the Agent shall have received a certification in the form of Exhibit N; (cv) the Termination Date shall not have occurred; representations contained in Sections 4.01 and 4.02 are true and correct in all material respects (d) (i) in the case without duplication of any Advance, on and as of the applicable Funding Date, materiality qualifier contained therein) before and after giving effect to such Advance and to the application of proceeds therefrom, on and as of such day as though made on and as of such date (or, in the Availability case of any such representation expressly stated to have been made as of a specific date, as of such specific date); (vi) such Advance Date is greater than prior to the Commitment Termination Date for the Term Loan Series under which such Advance is made; and (vii) all expenses and fees (including reasonable out-of-pocket legal fees and any fees required under the Fee Letters, subject to any agreed caps) that are required to be paid hereunder or equal by the Fee Letters have been paid in full. (b) With respect to $0;an Advance to be made in connection with the Transfer of Eligible Portfolio Assets (whether by origination, sale or contribution) to the Borrower or a Permitted REO Subsidiary, on the Advance Date for such an Advance, simultaneously with the making of such Advance, the Borrower or Permitted REO Subsidiary, as applicable, will obtain valid ownership interests in such Eligible Portfolio Assets and all actions required to be taken or performed under Section 3.04 with respect to the Transfer of such Eligible Portfolio Assets has been, or will be simultaneously with such Transfer, taken or satisfied.

Conditions Precedent to All Advances. Each Advance (including the Initial Advance) and each reinvestment of Principal Collections made pursuant to Section 2.8(a)(1)(xv) or Section 2.8(a)(2) shall be is subject to the further conditions precedent that: (a) On the related Funding Advance Date or date of reinvestmentan Advance, the following statements are true and correct and the Borrower or the Servicer, as the case may be, shall by accepting such Advance is deemed to have certified in the related Borrower Notice that: (i) the representations Borrower has delivered to the Administrative Agent a Notice of Borrowing and warranties set forth a Borrowing Base Certificate as provided in Sections 4.1, 4.2 and 7.8 are true and correct Section 2.02(a); (ii) such Advance Date occurs during the Availability Period; (iii) on and as of such dateAdvance Date, before and after giving effect to such borrowing Advance and to the application transactions related thereto, including the use of proceeds thereof, the proceeds therefrom, as though made Advances Outstanding do not exceed the Maximum Availability on and as of such dateAdvance Date; (iiiv) no event Unmatured Event of Default, Event of Default or Market Trigger Event has occurred, occurred and is continuing or would result from such Advance or from the application of the proceeds therefrom, that constitutes a Termination Event or Unmatured Termination Event; (iiiv) such Person is the representations contained in Sections 4.01 and 4.02 are true and correct in all material compliance with each of its covenants set forth herein; and respects (iv) no event has occurred except that constitutes a Servicer Termination Event. (b) with respect any representation qualified as to the initial Funding Date, the Agent shall have received all Transaction Documents listed on the Schedule of Documents, attached hereto as Schedule I, as due on the initial Funding Date, “materiality” or counterparts thereof, each of which has been duly executed by, and delivered to, the parties hereto and each “Material Adverse Effect” shall be true and correct in form and substance satisfactory to the Agent and (iiall respects as so qualified) on any date on which Principal Collections are reinvested pursuant to Section 2.8(a)(1)(xv), or Section 2.8(a)(2), the Agent shall have received a certification in the form of Exhibit N; (c) the Termination Date shall not have occurred; (d) (i) in the case of any Advance, on and as of the applicable Funding Date, before and after giving effect to such Advance and to the application of proceeds therefrom, on and as of such day as though made on and as of such date (or, in the Availability is greater than case of any such representation expressly stated to have been made as of a specific date, as of such specific date); (vi) with respect to the Transfer of any Portfolio Asset on such Advance Date, all actions required to be taken or equal performed with respect to $0;such Transfer pursuant to Section 3.03 have been taken or satisfied in all material respects; and (vii) all expenses and fees that are due and payable hereunder or by the Fee Letters have been paid in full. (b) On or prior to the Advance Date for any Advance, the Borrower has provided to the Administrative Agent, the Initial Lender and the Facility Servicer (which may be provided electronically) the Portfolio Asset Schedule as updated to include each of the Eligible Portfolio Assets included in the Borrowing Base Certificate delivered in connection with such Advance.

Conditions Precedent to All Advances. Each Advance (including the Initial The obligation of each Lender to make each Advance) and each reinvestment of Principal Collections made pursuant to Section 2.8(a)(1)(xv) or Section 2.8(a)(2) , except for Refinancing Advances, which constitutes an increase, shall be subject to the further conditions precedent that: (a) On that on the related Funding Date or date of reinvestment, such Advance the Borrower or the Servicer, as the case may be, following statements shall have certified in the related Borrower Notice thatbe true: (i) the The representations and warranties set forth contained in Sections 4.1, 4.2 and 7.8 Article V hereof are true and correct on and as of such 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 (and the delivery of each Borrowing Notice under Section 2.02(a), and each Conversion or Continuation Notice under Section 2.09(b), or the failure to deliver a Conversion or Continuation Notice under Section 2.09(b), shall constitute a representation that on the disbursement date such representations are true (except as to representations and warranties which (i) refer to a specific date, (ii) have been modified by transactions permitted pursuant to this Agreement or any other Loan Paper or (iii) have been specifically waived in writing by Administrative Agent)); (ii) no No event has occurredoccurred and is continuing, or would result from such Advance or from (including the intended application of the proceeds therefromof such Advance), that constitutes does or could constitute a Termination Default or Event or Unmatured Termination Event;of Default; 100\269\91946 45 (iii) There shall have occurred no Material Adverse Change, and the making of such Person is Advance, shall not cause or result in material compliance with a Material Adverse Change; (iv) After giving effect to each of its covenants set forth hereinsuch Advance, prior to the Conversion Date, the aggregate outstanding Advances under the Revolver/Term Loan does not exceed the Revolver/Term Commitment; and (ivv) no event has occurred that constitutes a Servicer Termination Event. After giving effect to each such Advance, the aggregate outstanding Advances under the Revolving Loan does not exceed the Revolving Commitment; and (b) with respect to the initial Funding Date, the Administrative Agent shall have received all Transaction Documents listed on the Schedule of Documentsreceived, attached hereto as Schedule Iin form and substance acceptable to it, as due on the initial Funding Datesuch other approvals, or counterparts thereofdocuments, each of which has been duly executed bycertificates, opinions, and delivered toinformation as it may deem necessary or appropriate, the parties hereto and each shall be including, without limitation, a certificate from an Authorized Officer, in form and substance satisfactory to the Agent and (ii) on any date on which Principal Collections Administrative Agent, that the Advances are reinvested permitted to be incurred pursuant to Section 2.8(a)(1)(xv), or Section 2.8(a)(2), the Agent shall have received a certification in the form of Exhibit N; (c) the Termination Date shall not have occurred; (d) (i) in the case of any Advance, on and as terms of the applicable Funding Date, before and after giving effect to such Advance and to Indenture providing for the application of proceeds therefrom, the Availability is greater than or equal to $0;Senior Notes.

Conditions Precedent to All Advances. Each Advance (including to the Initial Advance) and each reinvestment of Principal Collections made pursuant to Section 2.8(a)(1)(xv) or Section 2.8(a)(2) Borrower from the Lenders shall be subject to the further conditions precedent that: (a) On the related Funding Advance Date or date of reinvestmentsuch Advance, the following statements shall be true and correct, and the Borrower or the Servicer, as the case may be, by accepting any amount of such Advance shall be deemed to have certified in the related Borrower Notice that: (i) 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 set forth contained in Sections 4.14.01, 4.2 4.02 and 7.8 4.03 are true and correct on in all material respects (or if such representation and as of warranty is already qualified by the words “material”, “materially” or “Material Adverse Effect”, then such date, representation and warranty shall be true and correct in all respects) before and after giving effect to the Advance to take place on such borrowing Advance Date and to the application of the proceeds therefrom, on and as of such day as though made on and as of such date (other than any representation and warranty that is made as of a specific date); (iiiii) no event has occurred, Event of Default exists prior to or would result from such Advance Advance, and no Unmatured Event of Default exists prior to or would result from the application of the proceeds therefrom, that constitutes a Termination Event or Unmatured Termination Eventsuch Advance; (iii) such Person is in material compliance with each of its covenants set forth herein; and (iv) no event has occurred that and is continuing, or would result from such Advance, which constitutes a Servicer Termination EventManager Default or any event which, if it continues uncured, will, with notice or lapse of time, constitute a Manager Default; (v) 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 performed by any Person in any jurisdiction to give the Collateral Agent, for the benefit of the Secured Parties, a first 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 (viii) if a Loan Asset is to be acquired with the proceeds of such Advance, the conditions in Section 3.04 are satisfied. (b) with respect to the initial Funding DateNo 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 Agent shall have received all Transaction Documents listed on making of such Advances by any Lender or the Schedule proposed Grant of Documents, attached hereto as Schedule I, as due on Eligible Loan Assets in accordance with the initial Funding Date, or counterparts thereof, each of which has been duly executed by, and delivered to, the parties hereto and each shall be in form and substance satisfactory to the Agent and (ii) on any date on which Principal Collections are reinvested pursuant to Section 2.8(a)(1)(xv), or Section 2.8(a)(2), the Agent shall have received a certification in the form of Exhibit N;provisions hereof. (c) the Termination The proposed Advance Date shall not have occurred;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 (i2) Business Days prior to the related Advance Date (other than any and all fees required to be paid on the Closing Date). The failure to satisfy any of the foregoing conditions precedent in the case respect of any Advance, on and as Advance shall give rise to a right of the applicable Funding Date, before Administrative Agent and after giving effect the Lenders to such rescind the related Advance and direct the Borrower to pay to the application Administrative Agent for the benefit of proceeds therefrom, the Availability is greater than or Lenders an amount equal to $0;the Advances made during any such time that any of the foregoing conditions precedent were not satisfied.

Conditions Precedent to All Advances. Each Advance (including the Initial Advance) and The obligation of each reinvestment of Principal Collections made Bank to make Advances pursuant to Section 2.8(a)(1)(xv) or Section 2.8(a)(2) the terms and conditions of this Agreement shall be subject to the further satisfaction of the conditions precedent that:set forth in Section 3.01 above and the additional conditions precedent that on the date of such Advance, the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the applicable Borrower of the proceeds of such Advance shall constitute a representation and warranty by the Borrowers, that on the date of such Advance such statements are true): (a) On the related Funding Date or date of reinvestment, the Borrower or the Servicer, as the case may be, shall have certified in the related Borrower Notice that: (i) the The representations and warranties set forth contained in Sections 4.1Article IV are correct in all material respects (other than those representations and warranties that are subject to a materiality qualifier, 4.2 and 7.8 are which shall be true and correct in all respects) on and as of the date of such 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 borrowing 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; (iib) no No Material Adverse Effect has occurred since December 31, 2016; (c) After giving pro forma effect to such Advance and any transactions anticipated to occur in the period of five Business Days following the date thereof, the aggregate amount of Available Cash shall not exceed $150,000,000; (d) If the aggregate amount of Available Cash would exceed $150,000,000 after giving effect to such Advance, excluding the effect of any other transactions that have not occurred prior to or simultaneously with such Advance, then the Administrative Agent shall have received a Use of Proceeds Certificate from the relevant Borrower with respect to such Advance; (e) No event has occurredoccurred and is continuing, or would result from such Advance or the Borrowing of which such Advance is a part or from the application of the proceeds therefrom, that which constitutes a Termination Default, an Event of Default or Unmatured Termination Event; (iii) such Person is in material compliance with each of its covenants set forth hereinboth; and (ivf) There shall exist no event has occurred that constitutes request, directive, injunction, stay, order, litigation, or proceeding by or before any court or arbitrator or any governmental body, agency or official as to which there is a Servicer Termination Event. reasonable possibility of an adverse determination which adversely affects or calls into question (b) or, with respect to any injunction, stay or order issued by any court or arbitrator or any governmental body or agency, which actually adversely affects or calls into question) the initial Funding Datelegality, the Agent shall have received all Transaction Documents listed on the Schedule of Documents, attached hereto as Schedule I, as due on the initial Funding Datevalidity, or counterparts thereof, each enforceability of which has been duly executed by, and delivered to, this Agreement or the parties hereto and each shall be in form and substance satisfactory to Notes or the Agent and (ii) on any date on which Principal Collections are reinvested pursuant to Section 2.8(a)(1)(xv), or Section 2.8(a)(2), the Agent shall have received a certification in the form of Exhibit N; (c) the Termination Date shall not have occurred; (d) (i) in the case of any Advance, on and as consummation of the applicable Funding Date, before and after giving effect to such Advance and to the application of proceeds therefrom, the Availability is greater than or equal to $0;transactions contemplated thereby.

Conditions Precedent to All Advances. Each Advance (including the Initial initial Advance) and each reinvestment of Principal Collections made pursuant to Section 2.8(a)(1)(xv) or Section 2.8(a)(2) shall be subject to the further conditions precedent that: (a) On no later than the related Funding Date or Business Day prior to the date of reinvestmentsuch Advance, the Borrower or the Servicer, as the case may be, shall have certified delivered to the Lender, in form and substance reasonably satisfactory to the related Lender, a completed Borrowing Base Certificate containing information accurate as of a date no more than two (2) Business Days prior to the date of such Advance (b) on the date of such Advance, the following statements shall be true and correct as of the date of such Advance (and the Borrower Notice that:shall be deemed to have represented and warranted that the following statements are true and correct as of the date of such Advance): (i) the representations and warranties set forth contained in Sections 4.1, 4.2 Article VI and 7.8 the representations and warranties of the other Brooke Parties contained in the other Transaction Documents are true and correct on and as of such date, before and after giving effect to such borrowing and to the application of the proceeds therefrom, date as though made on and as of such date; (ii) no Material Adverse Effect has occurred or is expected to occur; (iii) no event has occurredoccurred and is continuing, or would result from such Advance or from the application of the proceeds therefromAdvance, that which constitutes a Termination Default or Event or Unmatured Termination Event;of Default (iiiiv) such Person is in material compliance with each of its covenants set forth hereinthe Amortization Commencement Date has not occurred; and (ivv) no event Insurance Company Trigger has occurred that constitutes a Servicer Termination Event. (b) with respect to the initial Funding Date, the Agent shall have received all Transaction Documents listed on the Schedule of Documents, attached hereto as Schedule I, as due on the initial Funding Date, or counterparts thereof, each of which has been duly executed by, and delivered to, the parties hereto and each shall be in form and substance satisfactory to the Agent and (ii) on any date on which Principal Collections are reinvested pursuant to Section 2.8(a)(1)(xv), or Section 2.8(a)(2), the Agent shall have received a certification in the form of Exhibit N;is continuing; and (c) the Termination Date shall not have occurred; (d) (i) in the case of any Advance, on and as of the applicable Funding Date, before and after giving effect to such Advance, all Loans included in the calculation of the Borrowing Base shall be Eligible Loans. The acceptance of any Advance by the Borrower shall be deemed to be a representation and warranty by the Borrower that all conditions precedent set forth in this Article IV applicable to such Advance shall have been fulfilled or waived in writing by the application of proceeds therefrom, the Availability is greater than or equal to $0;Lender.

Conditions Precedent to All Advances. Each Advance (including the Initial initial Advance) and each reinvestment of Principal Collections made pursuant to Section 2.8(a)(1)(xv) or Section 2.8(a)(2) shall be subject to the further conditions precedent that: (a) On the related Funding Date or date of reinvestmentDate, the following statements shall be true and the Borrower or the Servicer, as the case may be, shall have certified in the related Borrower Borrowing Notice thatthat such statements are true: (i) the representations and warranties of the Borrower set forth in Sections 4.1, 4.2 and 7.8 Section 4.1 are true and correct on and as of such 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; (ii) no event has occurred, or would result from such Advance or from the application of the proceeds therefrom, that which constitutes a Termination Event of Default or Unmatured Termination Eventa Potential Event of Default; (iii) such Person is in material compliance with each of its covenants set forth herein; and (iv) no event has occurred that constitutes a Servicer Termination Event. (b) with respect to the initial Funding Date, the Agent shall have received all Transaction Documents listed on the Schedule of Documents, attached hereto as Schedule I, as due on the initial Funding Date, or counterparts thereof, each of which has been duly executed by, and delivered to, the parties hereto and each shall be in form and substance satisfactory to the Agent and (ii) on any date on which Principal Collections are reinvested pursuant to Section 2.8(a)(1)(xv), or Section 2.8(a)(2), the Agent shall have received a certification in the form of Exhibit N; (c) the Commitment Termination Date shall not have occurred; (c) before and after giving effect to such borrowing and to the application of proceeds therefrom, no Borrowing Excess Event or Early Amortization Event exists or would exist; (d) each Pledged Loan is an Eligible Loan; and (e) the Borrower shall have delivered to the Administrative Agent the related Borrowing Notice and such other items required to be delivered to the Borrower pursuant to Section 2.2, and the Transaction Parties shall have taken such other action, including delivery of approvals, consents, opinions, documents and instruments to the Insurer and the Administrative Agent, as the Administrative Agent or the Insurer may reasonably request. (f) On the related Funding Date, the Servicer shall have certified that (i) the representations and warranties of the Servicer set forth in the case of any Advance, Section 4.2 are true and correct on and as of the applicable Funding Date, such date and (ii) no Borrowing Excess Event or Early Amortization Event exists or would exist before and after giving effect to such Advance and to the application of the proceeds therefrom, the Availability is greater than or equal to $0;.

Conditions Precedent to All Advances. Each Advance (including the Initial Advance) and each reinvestment of Principal Collections made pursuant to Section 2.8(a)(1)(xv) or Section 2.8(a)(2) shall be is subject to the further conditions precedent that: : (a) On the related Funding Date or date Administrative Borrower has delivered to the Administrative Agent a Notice of reinvestment, the Borrower or the Servicer, Borrowing as the case may be, shall have certified provided in the related Borrower Notice that: Section 2.02(a); (ib) the representations and warranties set forth in Sections 4.1, 4.2 and 7.8 are true and correct on and as of such dateAdvance Date, before and immediately after giving effect to such borrowing Advance and to the application transactions related thereto, including the use of proceeds thereof, the proceeds therefrom, as though made Advances Outstanding do not exceed the Maximum Availability on such Advance Date; (c) on and as of such date; Advance Date, immediately after giving effect to such Advance and the transactions related thereto, including the use of proceeds thereof, no Market Trigger Event has occurred and is continuing; (iid) no event Event of Default has occurredoccurred and is continuing, or would result from such Advance or from the application of the proceeds therefrom, that constitutes a Termination Event ; (e) the Co‐Borrowers shall have obtained an investment grade rating (BBB or Unmatured Termination Event; (iii) such Person is in material compliance with each of its covenants set forth herein; and (iv) no event has occurred that constitutes a Servicer Termination Event. (bhigher) with respect to the initial Funding DateAdvances advanced under this Agreement from NRSRO or from a rating agency approved by the NAIC; (f) the representations contained in Sections 4.01, the Agent shall have received all Transaction Documents listed on the Schedule 4.02 and 4.05 of Documents, attached hereto as Schedule I, as due on the initial Funding Date, or counterparts thereof, each of which has been duly executed bythis Agreement, and delivered to, Section 4.1 of the parties hereto Guaranty are true and each correct in all material respects (except that any representation qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in form and substance satisfactory to the Agent and (iiall respects as so qualified) on any date on which Principal Collections are reinvested pursuant to Section 2.8(a)(1)(xv), or Section 2.8(a)(2), the Agent shall have received a certification in the form of Exhibit N; (c) the Termination Date shall not have occurred; (d) (i) in the case of any Advance, on and as of the applicable Funding Date, before and immediately after giving effect to such Advance and to the application of proceeds therefrom, on and as of such date as though made on and as of such date (or, in the Availability is greater than case of any such representation expressly stated to have been made as of a specific date, as of such specific date); and (g) all expenses and fees (including reasonable and documented out‐of‐pocket legal fees and any fees required under the Fee Letters as set forth therein) that are required to be paid hereunder or equal to $0;by the Fee Letters have been paid in full.

Conditions Precedent to All Advances. Each The obligation of any Lender to make any Advance (to any Borrower, including the Initial Advance) and each reinvestment of Principal Collections made pursuant initial Advance to Section 2.8(a)(1)(xv) or Section 2.8(a)(2) such Borrower, shall be subject to the further conditions precedent that, on the date of such Advance and after giving effect thereto: (a) On the related Funding Date following statements shall be true (and each of the giving of the applicable Notice of Borrowing with respect to such Advance 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 reinvestment, the Borrower or the Servicer, as the case may be, shall have certified in the related Borrower Notice that: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 Sections 4.1Section 6.01(g) and the last sentence of Section 6.01(f)) are correct, 4.2 and 7.8 are true and correct in all material respects, on and as of the date of such dateAdvance, before and after giving effect to such borrowing Advance and to the application of the proceeds therefrom, as though made on and as of such date; (ii) no event Event of Default or Unmatured Default with respect to such Borrower has occurred, occurred and is continuing on or as of the date of such Advance or would result from such Advance or from the application of the proceeds therefrom, that constitutes a Termination Event or Unmatured Termination Eventthereof; (iii) the making of such Person is in material compliance Advance, when aggregated with each of its covenants set forth hereinall other Advances outstanding to or requested by such Borrower would not cause such Borrower’s Borrower Sublimit to be exceeded; and (iv) no event has occurred that constitutes a Servicer Termination Event.the making of such Advance, when aggregated with all other Advances outstanding to or requested by such Borrower and all other outstanding short-term debt of such Borrower would not cause such Borrower’s Borrowing Limit then in effect to be exceeded; and (b) with respect such Borrower shall have furnished to the initial Funding DateAdministrative Agent such other approvals, opinions or documents as any Lender may reasonably request through the Administrative Agent shall have received all Transaction Documents listed on the Schedule of Documents, attached hereto as Schedule I, as due on the initial Funding Date, or counterparts thereof, each of which has been duly executed by, and delivered to, the parties hereto and each shall be in form and substance satisfactory to the Agent and (ii) on any date on which Principal Collections are reinvested pursuant to Section 2.8(a)(1)(xv)legality, validity, binding effect or Section 2.8(a)(2), the Agent shall have received a certification in the form of Exhibit N; (c) the Termination Date shall not have occurred; (d) (i) in the case enforceability of any Advance, on and as of the applicable Funding Date, before and after giving effect to such Advance and to the application of proceeds therefrom, the Availability is greater than or equal to $0;Loan Document.

Conditions Precedent to All Advances. Each Advance (including the Initial Advance) and each reinvestment rollover or continuation of Principal Collections made pursuant to Section 2.8(a)(1)(xv) or Section 2.8(a)(2) any Advance shall be subject to the further conditions precedent that: that (a) On the related Funding Servicer shall have delivered to the Agent on or prior to the date thereof, in form and substance satisfactory to the Agent, all Monthly Reports as and when due under Section 8.5; (b) the Facility Termination Date shall not have occurred; (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request; and (d) on the date of reinvestmentthereof, the following statements shall be true (and acceptance of the proceeds of such Advance shall be deemed a representation and warranty by Borrower or the Servicer, as the case may be, shall have certified in the related Borrower Notice that:that such statements are then true): (i) the representations and warranties set forth in Sections 4.1, 4.2 and 7.8 Section 5.1 are true and correct on and as of the date of such dateAdvance (or such Settlement Date, before as the case may be), rollover or continuation of any Advance and after giving effect to such borrowing and to the application as of the proceeds therefrom, date of any Purchase by Borrower under the Receivables Sale Agreement as though made on and as of such date; (ii) no event has occurredoccurred and is continuing, or would result from such Advance (or from the application of the proceeds therefromcontinuation thereof), that constitutes a Termination Event 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 Receivables Sale Agreement, that would constitute an Unmatured Termination Amortization Event;; and (iii) such Person is in material compliance with each of its covenants set forth herein; and (iv) no event has occurred that constitutes a Servicer Termination Event. (b) with respect to the initial Funding Date, the Agent shall have received all Transaction Documents listed on the Schedule of Documents, attached hereto as Schedule I, as due on the initial Funding Date, or counterparts thereof, each of which has been duly executed by, and delivered to, the parties hereto and each shall be in form and substance satisfactory to the Agent and (ii) on any date on which Principal Collections are reinvested pursuant to Section 2.8(a)(1)(xv), or Section 2.8(a)(2), the Agent shall have received a certification in the form of Exhibit N; (c) the Termination Date shall not have occurred; (d) (i) in the case of any Advance, on and as of the applicable Funding Date, before and after giving effect to such Advance, rollover or continuation of any Advance and to any Purchase by Borrower under the application of proceeds therefromReceivables Sale Agreement, the Availability is greater than or equal to $0;Aggregate Principal will not exceed the Borrowing Limit.

Conditions Precedent to All Advances. Each Syndicated Advance (including the Initial Advance) and each reinvestment of Principal Collections made pursuant to Section 2.8(a)(1)(xv) or Section 2.8(a)(2) Swing Line Advance shall be subject to the further conditions precedent that: (a) On the related Funding Date or date of reinvestmentDate, the Borrower or the Servicer, as the case may be, shall have certified in the related Borrower Notice Funding Request that: (i) the representations and warranties set forth in Sections 4.1, 4.2 and 7.8 Article IV are true and correct on and as of such 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; (ii) no event has occurred, or would result from such Syndicated Advance, such Swing Line Advance or from the application of the proceeds therefrom, that constitutes a Termination Default or an Event or Unmatured Termination Eventof Default; (iii) such Person the Borrower is in material compliance with each of its covenants set forth herein; and (iv) no event has occurred that constitutes a Servicer Termination Event.; (b) with respect to the initial Funding Date, the Administrative Agent shall have received all Transaction Documents listed on the Schedule of Documents, attached hereto as Schedule I, as due on the initial Funding Date, or counterparts thereof, each of which has been duly executed by, and delivered to, the parties hereto and each shall be in form and substance satisfactory to the Agent and (ii) on any date on which Principal Collections are reinvested pursuant to Section 2.8(a)(1)(xv), or Section 2.8(a)(2), the Agent shall have received a certification in the form of Exhibit NAdministrative Agent; (c) the Facility Termination Date shall not have occurred; (d) (i) in the case of any Syndicated Advance, on and as of the applicable Funding Datesuch date, before and after giving effect to such Syndicated Advance and to the application of proceeds therefrom, the Availability is greater than or equal to $0Advances Outstanding do not exceed the Facility Amount;

Conditions Precedent to All Advances. Each Advance (including the Initial Advance) and each reinvestment of Principal Collections made pursuant to Section 2.8(a)(1)(xv) or Section 2.8(a)(2initial Advance under this Agreement) shall be subject to the further conditions precedent that on the applicable Borrowing Date, each of the following statements shall be true (and the Borrower, by accepting the amount of such Advances or by receiving the proceeds of any Loan comprising such Advance, and each other Loan Party, upon such acceptance or receipt by the Borrower, shall be deemed to have certified that:): (a) On the related Funding Date or date of reinvestment, the Borrower or the Servicer, as the case may be, shall have certified in the related Borrower Notice that: (i) the representations and warranties set forth contained in Sections 4.1, 4.2 and 7.8 Section 6.1 are true and correct in all respects on and as of the date of such date, before and after giving effect to such borrowing and to the application of the proceeds therefrom, Advance as though made on and as of such day and shall be deemed to have been made on such day (except for such representations which speak only as of an earlier date;), (iib) no event has occurredoccurred and is continuing, or would result from such Advance or from the application of the proceeds therefromAdvance, that constitutes a Termination an Event of Default or Unmatured Termination Event; (iii) such Person is in material compliance with each of its covenants set forth herein; and (iv) no event has occurred that constitutes a Servicer Termination Event. (b) with respect to the initial Funding Date, the Agent shall have received all Transaction Documents listed on the Schedule of Documents, attached hereto as Schedule I, as due on the initial Funding Date, or counterparts thereof, each of which has been duly executed by, and delivered to, the parties hereto and each shall be in form and substance satisfactory to the Agent and (ii) on any date on which Principal Collections are reinvested pursuant to Section 2.8(a)(1)(xv), or Section 2.8(a)(2), the Agent shall have received a certification in the form of Exhibit N;Default, (c) the Termination Date shall not have occurred;, (d) (i) if such Advance is to be funded, in whole or in part, by any Conduit’s Liquidity Banks, such Conduit shall have Liquidity Banks in its Group whose Scheduled Termination Dates have not occurred with sufficient undrawn Commitments in an aggregate amount sufficient to fund the case requisite portion of any such Advance, on and (e) each of the Co-Agents shall have received (with such receipt to be determined in accordance with Section 14.2 of this Agreement) a timely Borrowing Request in accordance with Section 2.1; provided, however, the absence of the occurrence and continuance of an Unmatured Default shall not be a condition precedent to any Advance which does not increase the aggregate principal amount of all Advances outstanding over the aggregate outstanding principal balance of the Advances as of the applicable Funding Date, before and after giving effect to opening of business on such Advance and to the application of proceeds therefrom, the Availability is greater than or equal to $0;day.

Conditions Precedent to All Advances. Each Advance (including the Initial Advance) and each reinvestment of Principal Collections made pursuant to Section 2.8(a)(1)(xv) or Section 2.8(a)(2) shall be is subject to the further conditions precedent that: : (a) On the related Funding Date or date Administrative Borrower has delivered to the Administrative Agent a Notice of reinvestment, the Borrower or the Servicer, Borrowing as the case may be, shall have certified provided in the related Borrower Notice that: Section 2.02(a); (ib) the representations and warranties set forth in Sections 4.1, 4.2 and 7.8 are true and correct on and as of such dateAdvance Date, before and immediately after giving effect to such borrowing Advance and to the application transactions related thereto, including the use of proceeds thereof, the proceeds therefrom, as though made Advances Outstanding do not exceed the Maximum Availability on such Advance Date; (c) on and as of such date;Advance Date, immediately after giving effect to such Advance and the transactions related thereto, including the use of proceeds thereof, no Market Trigger Event has occurred and is continuing; USActive 58800445.158806140.10 -69- SK 28388 0001 10656366 v3 (iid) no event Event of Default has occurredoccurred and is continuing, or would result from such Advance or from the application of the proceeds therefrom, that constitutes a Termination Event ; (e) the Co‐Borrowers shall have obtained an investment grade rating (BBB or Unmatured Termination Event; (iii) such Person is in material compliance with each of its covenants set forth herein; and (iv) no event has occurred that constitutes a Servicer Termination Event. (bhigher) with respect to the initial Funding DateAdvances advanced under this Agreement from NRSRO or from a rating agency approved by the NAIC; (f) the representations contained in Sections 4.01, the Agent shall have received all Transaction Documents listed on the Schedule 4.02 and 4.05 of Documents, attached hereto as Schedule I, as due on the initial Funding Date, or counterparts thereof, each of which has been duly executed bythis Agreement, and delivered to, Section 4.1 of the parties hereto Guaranty are true and each correct in all material respects (except that any representation qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in form and substance satisfactory to the Agent and (iiall respects as so qualified) on any date on which Principal Collections are reinvested pursuant to Section 2.8(a)(1)(xv), or Section 2.8(a)(2), the Agent shall have received a certification in the form of Exhibit N; (c) the Termination Date shall not have occurred; (d) (i) in the case of any Advance, on and as of the applicable Funding Date, before and immediately after giving effect to such Advance and to the application of proceeds therefrom, on and as of such date as though made on and as of such date (or, in the Availability is greater than case of any such representation expressly stated to have been made as of a specific date, as of such specific date); and (g) all expenses and fees (including reasonable and documented out‐of‐pocket legal fees and any fees required under the Fee Letters as set forth therein) that are required to be paid hereunder or equal to $0;by the Fee Letters have been paid in full.

Conditions Precedent to All Advances. Each The obligation of each Lender to make each Advance (including the Initial Advance) and each reinvestment of Principal Collections made pursuant to Section 2.8(a)(1)(xv) or Section 2.8(a)(2) shall be subject to the further conditions precedent that: that on the date of such Advance (a) On the related Funding Date following statements shall be true (and the delivery of each Borrowing Notice under Section 2.2(a), each Application and each Conversion or date of reinvestmentContinuation Notice under Section 2.9(b), the Borrower or the Servicerfailure to deliver a Conversion or Continuation Notice under Section 2.9(b) shall constitute a representation that on the disbursement date (except as to representations and warranties which (i) refer to a specific date, as (ii) have been modified by transactions permitted pursuant to this Agreement or any other Loan Paper or (iii) have been specifically waived by Administrative Agent, to the case may be, shall have certified in the related Borrower Notice thatextent permitted pursuant to Section 9.1) are true: (i) the The representations and warranties set forth contained in Sections 4.1, 4.2 and 7.8 Article IV hereof are true and correct on and as of such 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; (ii) no No event has occurredoccurred and is continuing, or would result from such Advance or from (including the intended application of the proceeds therefromof such Advance), that constitutes does or could constitute a Termination Default or Event or Unmatured Termination Event;of Default; and (iii) There shall have occurred no Material Adverse Change, and the making of such Person is Advance, shall not cause or result in material compliance with each of its covenants set forth hereina Material Adverse Change; and (iv) no event has occurred that constitutes a Servicer Termination Event. After giving effect to each such Advance, the aggregate outstanding Advances do not exceed (A) prior to the Conversion Date, the Commitment, and (B) after the Conversion Date, the Reduced Term Loan Amount; and (b) with respect to the initial Funding Date, the Administrative Agent shall have received all Transaction Documents listed on the Schedule of Documentsreceived, attached hereto as Schedule I, as due on the initial Funding Date, or counterparts thereof, each of which has been duly executed by, and delivered to, the parties hereto and each shall be in form and substance satisfactory acceptable to the Agent it, such other approvals, documents, certificates, opinions, and (ii) on any date on which Principal Collections are reinvested pursuant to Section 2.8(a)(1)(xv), information as it may deem necessary or Section 2.8(a)(2), the Agent shall have received a certification in the form of Exhibit N; (c) the Termination Date shall not have occurred; (d) (i) in the case of any Advance, on and as of the applicable Funding Date, before and after giving effect to such Advance and to the application of proceeds therefrom, the Availability is greater than or equal to $0;appropriate.

Conditions Precedent to All Advances. Each Advance (including the Initial Advance) ), each Swingline Advance and each reinvestment of Principal Collections Available Funds made pursuant to Section 2.8(a)(1)(xv) or Section 2.8(a)(2subsection 2.9(a)(xii) shall be subject to the further conditions precedent that: (a) On the related Funding Date or date of reinvestment, the Borrower or the Servicer, as the case may be, shall have certified in the related Borrower Notice or Swingline Funding Request, as applicable, that: (i) the representations and warranties set forth in Sections 4.1, 4.2 and 7.8 are true and correct on and as of such 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; (ii) no event has occurred, or would result from such Advance, such Swingline Advance or from the application of the proceeds therefrom, that constitutes a Termination Event or Unmatured Termination Event; (iii) such Person is in material compliance with each of its covenants set forth herein; and (iv) no event has occurred that constitutes a Servicer Termination Event.; (b) (i) with respect to the initial Funding Date, the Deal Agent shall have received all Transaction Documents listed on the Schedule of Documents, attached hereto as Schedule I, as due on the initial Funding Date, or counterparts thereof, each of which has been duly executed by, and delivered to, the parties hereto and each shall be in form and substance satisfactory to the Deal Agent and (ii) on any date on which Principal Collections are reinvested pursuant to Section 2.8(a)(1)(xv), or Section 2.8(a)(2subsection 2.9(a)(xii), the Deal Agent shall have received a certification in the form of Exhibit N; (c) the Termination Date shall not have occurred; (d) (i) in the case of any Advance, on and as of the applicable Funding Datesuch date, before and after giving effect to such Advance and to the application of proceeds therefrom, Advances Outstanding, do not exceed the lesser of (i) the Availability is greater than or equal to $0as calculated on such date and (ii) the Facility Amount;

Conditions Precedent to All Advances. Each Advance (The obligation of each Lender to make any Advance, including the Initial Advance) and each reinvestment of Principal Collections made pursuant to Section 2.8(a)(1)(xv) or Section 2.8(a)(2) initial Advances hereunder, shall be subject to the further conditions precedent that, on the date of such Advance and after giving effect thereto: (a) On the related Funding Date or following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance of the proceeds of such Advance by the Borrower shall constitute a representation and warranty by the Borrower that on the date of reinvestment, the Borrower or the Servicer, as the case may be, shall have certified in the related Borrower Notice that:such Advance such statements are true): (i) the representations and warranties of the Borrower contained in Section 6.01 of this Agreement (other than those set forth in Sections 4.1Section 6.01(g) and the last sentence of Section 6.01(f)) are correct, 4.2 and 7.8 are true and correct in all material respects, on and as of the date of such dateAdvance, before and after giving effect to such borrowing Advance and to the application of the proceeds therefrom, as though made on and as of such date; (ii) no event Event of Default or Unmatured Default has occurred, occurred and is continuing on or as of the date of such Advance or would result from such Advance or from the application of the proceeds therefrom, that constitutes a Termination Event or Unmatured Termination Eventthereof; (iii) the making of such Person is in material compliance Advance, when aggregated with each all other Advances outstanding to or requested by the Borrower, would not cause the aggregate amount of its covenants set forth hereinAdvances outstanding to exceed the Total Commitment; and (iv) no event has occurred that constitutes a Servicer Termination Event.the making of such Advance, when aggregated with all other Advances outstanding to or requested by such Borrower and all other outstanding short-term debt of such Borrower would not exceed the Borrowing Limit then in effect; and (b) with respect the Borrower shall have furnished to the initial Funding DateAdministrative Agent such other approvals, opinions or documents as any Lender may reasonably request through the Administrative Agent shall have received all Transaction Documents listed on the Schedule of Documents, attached hereto as Schedule I, as due on the initial Funding Date, or counterparts thereof, each of which has been duly executed by, and delivered to, the parties hereto and each shall be in form and substance satisfactory to the Agent and (ii) on any date on which Principal Collections are reinvested pursuant to Section 2.8(a)(1)(xv)legality, validity, binding effect or Section 2.8(a)(2), the Agent shall have received a certification in the form of Exhibit N; (c) the Termination Date shall not have occurred; (d) (i) in the case enforceability of any Advance, on and as of the applicable Funding Date, before and after giving effect to such Advance and to the application of proceeds therefrom, the Availability is greater than or equal to $0;Loan Document.