Common use of Conditions Precedent to All Borrowings Clause in Contracts

Conditions Precedent to All Borrowings. Each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that: (a) no later than the Business Day prior to the date of such Borrowing, the Brooke Parties shall have delivered to the Agent, in form and substance reasonably satisfactory to the Agent, 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 Borrowing and confirming that no Program Deficiency would exist after giving effect to such Borrowing; (b) if a Hedge Trigger Event has occurred, any Hedge Transaction required to be entered into pursuant to Section 2.06 with respect to the Borrowing has been entered into by the Borrower and an Eligible Hedge Counterparty; (c) on the date of such Borrowing, the following statements shall be true and correct as of the date of such Borrowing (and each Brooke Party shall be deemed to have represented and warranted that the following statements are true and correct as of the date of such Borrowing): (i) the representations contained in Section 4.01 and the representations of the other Brooke Parties contained in the other Related Documents are true and correct on and as of such date as though made on and as of such date; (ii) no event has occurred and is continuing, or would result from such Borrowing, which constitutes an Event of Default, a Potential Event of Default or a Termination Event; (iii) on and as of such day, after giving effect to such Borrowing, (A) the Facility Amount would not exceed the Borrowing Limit, and (B) no Program Deficiency would exist; (iv) the Termination Date has not occurred; and (v) no law or regulation shall prohibit, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of such Advances by the Lender in accordance with the provisions hereof; (vi) no Insurance Company Trigger shall have occurred and be continuing; and (d) the Agent shall have received such other approvals, opinions, documents or information as the Agent may reasonably request in order to confirm (A) the satisfaction of the conditions set forth above and (B) that each Loan to be purchased by the Borrower with the proceeds of such Borrowing is an Eligible Loan.

Conditions Precedent to All Borrowings. Each Borrowing (including the initial Borrowing, except as explicitly set forth below) by the Borrower from the Lender shall be subject to the further conditions precedent that: (a) no later With respect to any such Borrowing (other than the Business Day initial Borrowing), on or prior to the date of such Borrowing, the Brooke Parties Servicer shall have delivered to the AgentLender, in form and substance reasonably satisfactory to the AgentLender, a completed Borrowing Base Certificate containing information accurate as the most recent Monthly Remittance Report required by the terms of a date no more than two (2) Business Days prior to the date of such Borrowing and confirming that no Program Deficiency would exist after giving effect to such BorrowingSection 6.10(b); (b) if a Hedge Trigger Event has occurredAfter giving effect to such Borrowing requested by the Borrower the following statements shall be true (and the Borrower shall be deemed to have certified that): (i) the Facility Amount will not exceed the lesser of the (x) Borrowing Limit and (y) the Borrowing Base; (ii) the Facility Amount, any Hedge Transaction required to be entered into pursuant to Section 2.06 calculated solely with respect to Loans secured by Pool A Receivables, will not exceed the Pool A Borrowing has been entered into Base; and (iii) the Facility Amount, calculated solely with respect to Loans secured by Pool B Receivables, will not exceed the Borrower and an Eligible Hedge CounterpartyPool B Borrowing Base; (c) on On the date Borrowing Date of such Borrowing, the following statements shall be true and correct as of correct, and the date Borrower by accepting any amount of such Borrowing (and each Brooke Party shall be deemed to have represented and warranted that the following statements are true and correct as of the date of such Borrowing):that: (i) the representations and warranties contained in Section 4.01 and the representations of the other Brooke Parties contained in the other Related Documents are true and correct in all material respects, before and after giving effect to the Borrowing to take place on such Borrowing Date and to the application of proceeds therefrom, on and as of such date day as though made on and as of such date; (ii) no event has occurred and is continuing, or would result from such Borrowing, which constitutes a Program Termination Event hereunder or an Event event that but for notice or lapse of Default, time or both would constitute a Potential Event of Default or a Program Termination Event; (iii) with respect to any Borrowing of a Pool A Loan, no event has occurred and is continuing, or would result from such Borrowing, which constitutes a Pool A Termination Event hereunder or an event that but for notice or lapse of time or both would constitute a Pool A Termination Event; (iv) with respect to any Borrowing of a Pool B Loan, no event has occurred and is continuing, or would result from such Borrowing, which constitutes a Pool B Termination Event with respect to the Underlying Originator related to the Pool B Receivable securing such Pool B Loan or an event that but for notice or lapse of time or both would constitute such a Pool B Termination Event; (v) (A) the principal amount of such Loan being advanced on such Borrowing Date is not less than $500,000, (b) on and as of such dayBorrowing Date, after giving effect to such Borrowing, the Facility Amount does not exceed the lesser of (A) the Facility Amount would not exceed the Borrowing Limit, Limit and (B) no Program Deficiency would existthe Borrowing Base, (c) on and as of such Borrowing Date, after giving effect to such Borrowing, the aggregate Facility Amount hereunder, calculated solely with respect to Loans secured by Pool A Receivables, does not exceed the Pool A Borrowing Base, and (d) on and as of such Borrowing Date, after giving effect to such Borrowing, the aggregate Facility Amount hereunder, calculated solely with respect to Loans secured by Pool B Receivables, does not exceed the Pool B Borrowing Base; (ivA) the Termination Borrower has delivered to the Lender a copy of the Notice of Borrowing and the related Notice of Pledge (together with the attached Receivables Schedule) pursuant to Section 2.02, each appropriately completed and executed by the Borrower, (B) the Borrower has delivered or caused to have been delivered to the Custodian the Notice of Pledge and each item listed in the definition of Receivable File with respect to the Receivables being Pledged hereunder three (3) or, in the case of the initial Borrowing Date hereunder, four (4) Business Days prior to such Borrowing Date, (C) the Contract related to each Receivable being Pledged hereunder on such Borrowing Date has not occurredbeen duly assigned by the Originator to the Borrower and duly assigned by the Borrower to the Collateral Agent and (D) by 2:00 P.M. (New York City time) on the Business Day immediately preceding such Borrowing Date, a Collateral Receipt from the Custodian confirming that, inter alia, the Receivable Files received on or before such Business Day conform with the Receivables Schedule delivered to the Custodian and the Lender pursuant to Section 2.02; (vii) all terms and conditions of the Purchase and Sale Agreement required to be satisfied in connection with the assignment of each Receivable being Pledged hereunder on such Borrowing Date (and the Other Conveyed Property and Related Security related thereto), including, without limitation, the perfection of the Borrower’s interests therein (other than with respect to Equipment which has a value of less than $25,000 and is leased under Dollar Purchase Option Contracts or $50,000 and is leased under FMV Contracts), shall have been satisfied in full, and all filings (including, without limitation, 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 a first priority perfected security interest in such Receivables, Related Security and the Other Conveyed Property related thereto and the proceeds thereof shall have been made, taken or performed; (A) the initial Servicer shall have taken or caused to be taken all steps necessary under all applicable law (including the filing of an Obligor Financing Statement) in order to cause a valid, subsisting and enforceable perfected, first priority security interest to exist in Originator’s favor in the Obligor Collateral securing each Receivable being Pledged hereunder on such Borrowing Date (other than with respect to Equipment which has a value of less than $25,000 and is leased under Dollar Purchase Option Contracts or $50,000 and is leased under FMV Contracts), (B) the Originator shall have assigned the perfected, first priority security interest in the Obligor Collateral to the Borrower pursuant to the Purchase and Sale Agreement and (C) the Borrower shall have assigned the perfected, first priority security interest in the Obligor Collateral (and the proceeds thereof) referred to in clause (A) above to the Collateral Agent, pursuant to Section 2.11 hereof; (ix) if the Obligor Collateral related to any Receivable securing such Borrowing is a Vehicle, the Borrower shall have delivered to the applicable Registrar of Titles an application for a Certificate of Title for such Vehicle satisfying the Titling Requirements; and (vx) no the Borrower shall have taken all steps necessary under all applicable law in order to cause to exist in favor of the Collateral Agent a valid, subsisting and enforceable first priority perfected security interest in the Borrower’s interest in the Obligor Collateral related to each Receivable being Pledged hereunder on such Borrowing Date (other than with respect to Underlying Equipment which has a value of less than $25,000 and is leased under Dollar Purchase Option Contracts or $50,000 and is leased under FMV Contracts); (d) No law or regulation shall prohibit, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of such Advances Loans by the Lender in accordance with the provisions hereof; (vi) no Insurance Company Trigger shall have occurred and be continuing; and (de) the Agent The Lender shall have received and found to be satisfactory with respect to Pledged Receivables being Pledged in connection with such Borrowing, which have been previously pledged to any lender by the Originator, the Borrower or any Affiliate thereof under any other approvalsfinancing facility, opinions, documents or information as the Agent may reasonably request in order to confirm (A) the satisfaction evidence of the conditions set forth above and release of any liens granted in connection with such financing with respect to any such Pledged Receivables. (Bf) that each Loan Unless a credit agreement and/or security agreement, including but not limited to be purchased any such agreement with National City Bank, as agent, related to Receivables being Pledged by the Borrower in connection with such Borrowing, shall have provided for an automatic release of the Agent’s or Collateral Agent’s, as applicable, lien and security interest in such Receivables granted thereunder, the applicable agent or lender shall have executed and delivered to the Borrower and the Collateral Agent a partial release letter and the Borrower shall have duly filed with the proceeds of appropriate filing office a UCC-3 partial release evidencing the release contained in such Borrowing is an Eligible Loanrelease letter, in each case in a form satisfactory to the Collateral Agent.

Conditions Precedent to All Borrowings. Each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that: (a) no later than 1:00 p.m. (New York City time) on the second Business Day prior to the date of such Borrowing, the Brooke GWG Parties shall have delivered to the Agent, in form and substance reasonably satisfactory to the Agent, a completed Borrowing Base Certificate containing information accurate as of a date no more than two three (23) Business Days prior to the date of such Borrowing and confirming that no Program Borrowing Base Deficiency or Liquidity Trigger Event would exist after giving effect to such Borrowing; (b) if a Hedge Trigger Event has occurred, any Hedge Transaction required to be entered into pursuant to Section 2.06 with respect to the Borrowing has been entered into by the Borrower and an Eligible Hedge Counterparty; (c) on the date of such Borrowing, the following statements shall be true and correct as of the date of such Borrowing (and each Brooke GWG Party shall be deemed to have represented and warranted that the following statements are true and correct as of the date of such Borrowing): (i) the representations contained in Section 4.01 and the representations of the other Brooke GWG Parties contained in the other Related Documents are true and correct on and as of such date as though made on and as of such date; (ii) no event has occurred and is continuing, or would result from such Borrowing, which constitutes an Event of Default, a Potential Event of Default or a Termination Event; (iii) on and as of such day, after giving effect to such Borrowing, (A) the Facility Amount would not exceed the Borrowing Limit, and (B) no Program Borrowing Base Deficiency or Liquidity Trigger Event would exist; (iv) the Termination Date has not occurred; and; (v) no law or regulation shall prohibit, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of such Advances by the Lender Borrowing in accordance with the provisions hereof;; and (vi) no Insurance Company Trigger shall in the event the Agent determines in good faith that there has been any change in, or in the interpretation or application by any Governmental Authority of, any applicable law, rule or regulation relating to the Assets or the transactions contemplated by the Related Documents or the applicable Asset Documents that has had or could have occurred and be continuing; and (d) a Material Adverse Effect, the Agent shall have received such other approvals, opinions, documents or information as the Agent may reasonably request in order to confirm (A) the satisfaction of the conditions set forth above and (B) that each Loan Asset to be purchased by the Borrower with the proceeds of such Borrowing is an Eligible LoanAsset.

Conditions Precedent to All Borrowings. Each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that: (a) no later than 1:00 pm (New York time) on the second Business Day prior to the date of such Borrowing, the Brooke GWG Parties shall have delivered to the Agent, in form and substance reasonably satisfactory to the Agent, a completed Borrowing Base Certificate containing information accurate as of a date no more than two three (23) Business Days prior to the date of such Borrowing and confirming that no Program Borrowing Base Deficiency would exist after giving effect to such Borrowing; (b) if a Hedge Trigger Event has occurred, any Hedge Transaction required to be entered into pursuant to Section 2.06 with respect to the Borrowing has been entered into by the Borrower and an Eligible Hedge Counterparty; (c) on the date of such Borrowing, the following statements shall be true and correct as of the date of such Borrowing (and each Brooke GWG Party shall be deemed to have represented and warranted that the following statements are true and correct as of the date of such Borrowing): (i) the representations contained in Section 4.01 and the representations of the other Brooke GWG Parties contained in the other Related Documents are true and correct on and as of such date as though made on and as of such date; (ii) no event has occurred and is continuing, or would result from such Borrowing, which constitutes an Event of Default, a Potential Event of Default or a Termination Event; (iii) on and as of such day, after giving effect to such Borrowing, (A) the Facility Amount would not exceed the Borrowing Limit, and (B) no Program Borrowing Base Deficiency would exist; (iv) the Termination Program Maturity Date has not occurred; and; (v) no law or regulation shall prohibit, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of such Advances by the Lender Borrowing in accordance with the provisions hereof;; and (vi) no Insurance Company Trigger shall in the event the Agent determines in good faith that there has been any change in, or in the interpretation or application by any Governmental Authority of, any applicable law, rule or regulation relating to the Assets or the transactions contemplated by the Transaction Documents or the Asset Documents that has had or could have occurred and be continuing; and (d) a Material Adverse Effect, the Agent shall have received such other approvals, opinions, documents or information as the Agent may reasonably request in order to confirm (A) the satisfaction of the conditions set forth above and (B) that each Loan Asset to be purchased by the a Borrower with the proceeds of such Borrowing is an Eligible LoanAsset.

Conditions Precedent to All Borrowings. Each Borrowing (including the initial Borrowing) hereunder shall be subject to the further conditions precedent that: (a) no later than the Business Day prior to the date of such Borrowing, the Brooke Parties Administrative Agent and each Funding Agent shall have delivered received such documents, instruments, certificates and opinions as they may reasonably request and as are reasonably necessary to (i) establish the Agent, in form and substance reasonably satisfactory then-applicable Maximum Available Borrowing hereunder or (ii) to establish or confirm the Agent, a completed legality of the Borrowing Base Certificate containing information accurate as of a date no more than two (2) Business Days prior to the date of such Borrowing and confirming that no Program Deficiency would exist hereunder after giving effect to any material change in law, regulation or the interpretation thereof; provided that the company shall have received not less than ten (10) Business Days’ notice of such Borrowing;request; and (b) if a Hedge Trigger Event has occurred, any Hedge Transaction required to be entered into pursuant to Section 2.06 with respect to the Borrowing has been entered into by the Borrower and an Eligible Hedge Counterparty; (c) on the date of such Borrowing, Borrowing the following statements shall be true (and correct as acceptance of the date proceeds of any such Borrowing (and each Brooke Party shall be deemed to have represented a representation and warranted warranty by the Company that the following such statements are then true by reference to the facts and correct as of circumstances existing on the date of such Borrowing): (i) the representations contained in Section 4.01 and Company (or the representations Master Servicer on behalf of the other Brooke Parties contained in Company) has delivered a Borrowing Request complying with the other Related Documents are true and correct on and as requirements of such date as though made on and as of such dateSection 3.1; (ii) the Facility Termination Date has not occurred and no event has occurred and is continuingexists, or would result from such Borrowing, which that constitutes an a Termination Event of Default, a or Potential Event of Default or a Termination Event; (iii) on and as of such day, after giving effect to such Borrowing, (A) the Facility Amount would Maximum Available Borrowing is not exceed the Borrowing Limit, and (B) no Program Deficiency would exist;exceeded; and (iv) all of the Termination Date has not occurred; andrepresentations and warranties made by each of the Company, the Master Servicer and each Originator in each Transaction Document to which it is a party are true and correct in all material respects on and as of the date of such Borrowing as if made on and as of such date (except to the extent such representations and warranties are expressly made as of another date). (v) no law or regulation shall prohibit, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of such Advances by the Lender in accordance with the provisions hereof; (vi) no Insurance Company Trigger shall have occurred and be continuing; and (dc) the Administrative Agent and each Funding Agent shall have received such other approvals, opinions, documents or information as the Agent may reasonably request in order to confirm (A) the satisfaction a copy of the conditions set forth above and (B) that each Loan to be purchased by the Borrower duly executed Reaffirmation of Intercreditor Agreement with the proceeds secured creditors of the Contributor and the other Originators, in form and substance reasonably satisfactory to the Administrative Agent and each Funding Agent within 90 days following April 18, 2011, provided that any failure to provide such Reaffirmation of Intercreditor Agreement shall not be a condition precedent to Borrowing is an Eligible Loanif such failure was caused by circumstances which, with the exercise of reasonable diligence on the Company’s part, were outside the Company’s control.

Conditions Precedent to All Borrowings. Each Borrowing (including the initial Borrowing, except as explicitly set forth below) by the Borrower from the Lender shall be subject to the further conditions precedent that: (a) no later With respect to any such Borrowing (other than the Business Day initial Borrowing), on or prior to the date of such Borrowing, the Brooke Parties Servicer shall have delivered to the AgentLender, in form and substance reasonably satisfactory to the AgentLender, a completed Borrowing Base Certificate containing information accurate as the most recent Monthly Remittance Report required by the terms of a date no more than two (2) Business Days prior to the date of such Borrowing and confirming that no Program Deficiency would exist after giving effect to such BorrowingSection 6.10(b); (b) if a Hedge Trigger Event has occurredAfter giving effect to such Borrowing requested by the Borrower the following statements shall be true (and the Borrower shall be deemed to have certified that): (i) the Facility Amount will not exceed the lesser of the (x) Borrowing Limit and (y) the Borrowing Base; (ii) the Facility Amount, any Hedge Transaction required to be entered into pursuant to Section 2.06 calculated solely with respect to Loans secured by Pool A Receivables, will not exceed the Pool A Borrowing has been entered into Base; and (iii) the Facility Amount, calculated solely with respect to Loans secured by Pool B Receivables, will not exceed the Borrower and an Eligible Hedge CounterpartyPool B Borrowing Base; (c) on On the date Borrowing Date of such Borrowing, the following statements shall be true and correct as of correct, and the date Borrower by accepting any amount of such Borrowing (and each Brooke Party shall be deemed to have represented and warranted that the following statements are true and correct as of the date of such Borrowing):that: (i) the representations and warranties contained in Section 4.01 and the representations of the other Brooke Parties contained in the other Related Documents are true and correct in all material respects, before and after giving effect to the Borrowing to take place on such Borrowing Date and to the application of proceeds therefrom, on and as of such date day as though made on and as of such date; (ii) no event has occurred and is continuing, or would result from such Borrowing, which constitutes a Program Termination Event hereunder or an Event event that but for notice or lapse of Default, time or both would constitute a Potential Event of Default or a Program Termination Event; (iii) with respect to any Borrowing of a Pool A Loan, no event has occurred and is continuing, or would result from such Borrowing, which constitutes a Pool A Termination Event hereunder or an event that but for notice or lapse of time or both would constitute a Pool A Termination Event; (iv) with respect to any Borrowing of a Pool B Loan, no event has occurred and is continuing, or would result from such Borrowing, which constitutes a Pool B Termination Event with respect to the Underlying Originator related to the Pool B Receivable securing such Pool B Loan or an event that but for notice or lapse of time or both would constitute such a Pool B Termination Event; (A) the principal amount of such Loan being advanced on such Borrowing Date is not less than $500,000, (b) on and as of such dayBorrowing Date, after giving effect to such Borrowing, the Facility Amount does not exceed the lesser of (A) the Facility Amount would not exceed the Borrowing Limit, Limit and (B) no Program Deficiency would existthe Borrowing Base, (c) on and as of such Borrowing Date, after giving effect to such Borrowing, the aggregate Facility Amount hereunder, calculated solely with respect to Loans secured by Pool A Receivables, does not exceed the Pool A Borrowing Base, and (d) on and as of such Borrowing Date, after giving effect to such Borrowing, the aggregate Facility Amount hereunder, calculated solely with respect to Loans secured by Pool B Receivables, does not exceed the Pool B Borrowing Base; (ivA) the Termination Borrower has delivered to the Lender a copy of the Notice of Borrowing and the related Notice of Pledge (together with the attached Receivables Schedule) pursuant to Section 2.02, each appropriately completed and executed by the Borrower, (B) the Borrower has delivered or caused to have been delivered to the Custodian the Notice of Pledge and each item listed in the definition of Receivable File with respect to the Receivables being Pledged hereunder three (3) or, in the case of the initial Borrowing Date hereunder, four (4) Business Days prior to such Borrowing Date, (C) the Contract related to each Receivable being Pledged hereunder on such Borrowing Date has not occurredbeen duly assigned by the Originator to the Borrower and duly assigned by the Borrower to the Collateral Agent and (D) by 2:00 P.M. (New York City time) on the Business Day immediately preceding such Borrowing Date, a Collateral Receipt from the Custodian confirming that, inter alia, the Receivable Files received on or before such Business Day conform with the Receivables Schedule delivered to the Custodian and the Lender pursuant to Section 2.02; (vii) all terms and conditions of the Purchase and Sale Agreement required to be satisfied in connection with the assignment of each Receivable being Pledged hereunder on such Borrowing Date (and the Other Conveyed Property and Related Security related thereto), including, without limitation, the perfection of the Borrower’s interests therein (other than with respect to Equipment which has a value of less than $25,000 and is leased under Dollar Purchase Option Contracts or $50,000 and is leased under FMV Contracts), shall have been satisfied in full, and all filings (including, without limitation, 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 a first priority perfected security interest in such Receivables, Related Security and the Other Conveyed Property related thereto and the proceeds thereof shall have been made, taken or performed; (viii) (A) the initial Servicer shall have taken or caused to be taken all steps necessary under all applicable law (including the filing of an Obligor Financing Statement) in order to cause a valid, subsisting and enforceable perfected, first priority security interest to exist in Originator’s favor in the Obligor Collateral securing each Receivable being Pledged hereunder on such Borrowing Date (other than with respect to Equipment which has a value of less than $25,000 and is leased under Dollar Purchase Option Contracts or $50,000 and is leased under FMV Contracts), (B) the Originator shall have assigned the perfected, first priority security interest in the Obligor Collateral to the Borrower pursuant to the Purchase and Sale Agreement and (C) the Borrower shall have assigned the perfected, first priority security interest in the Obligor Collateral (and the proceeds thereof) referred to in clause (A) above to the Collateral Agent, pursuant to Section 2.11 hereof; (ix) if the Obligor Collateral related to any Receivable securing such Borrowing is a Vehicle, the Borrower shall have delivered to the applicable Registrar of Titles an application for a Certificate of Title for such Vehicle satisfying the Titling Requirements; and (vx) no the Borrower shall have taken all steps necessary under all applicable law in order to cause to exist in favor of the Collateral Agent a valid, subsisting and enforceable first priority perfected security interest in the Borrower’s interest in the Obligor Collateral related to each Receivable being Pledged hereunder on such Borrowing Date (other than with respect to Underlying Equipment which has a value of less than $25,000 and is leased under Dollar Purchase Option Contracts or $50,000 and is leased under FMV Contracts); (d) No law or regulation shall prohibit, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of such Advances Loans by the Lender in accordance with the provisions hereof; (vi) no Insurance Company Trigger shall have occurred and be continuing; and (de) the Agent The Lender shall have received and found to be satisfactory with respect to Pledged Receivables being Pledged in connection with such Borrowing, which have been previously pledged to any lender by the Originator, the Borrower or any Affiliate thereof under any other approvalsfinancing facility, opinions, documents or information as the Agent may reasonably request in order to confirm (A) the satisfaction evidence of the conditions set forth above and release of any liens granted in connection with such financing with respect to any such Pledged Receivables. (Bf) that each Loan Unless a credit agreement and/or security agreement, including but not limited to be purchased any such agreement with National City Bank, as agent, related to Receivables being Pledged by the Borrower in connection with such Borrowing, shall have provided for an automatic release of the Agent’s or Collateral Agent’s, as applicable, lien and security interest in such Receivables granted thereunder, the applicable agent or lender shall have executed and delivered to the Borrower and the Collateral Agent a partial release letter and the Borrower shall have duly filed with the proceeds of appropriate filing office a UCC-3 partial release evidencing the release contained in such Borrowing is an Eligible Loanrelease letter, in each case in a form satisfactory to the Collateral Agent.

Conditions Precedent to All Borrowings. Each Borrowing (including the initial Borrowing, except as explicitly set forth below) by the Borrower from the Lender shall be subject to the further conditions precedent that: (a) no later With respect to any such Borrowing (other than the Business Day initial Borrowing), on or prior to the date of such Borrowing, the Brooke Parties Servicer shall have delivered to the AgentLender, in form and substance reasonably satisfactory to the AgentLender, a completed Borrowing Base Certificate containing information accurate as the most recent Monthly Remittance Report required by the terms of a date no more than two (2) Business Days prior to the date of such Borrowing and confirming that no Program Deficiency would exist after giving effect to such BorrowingSection 6.10(b); (b) if a Hedge Trigger Event has occurredAfter giving effect to such Borrowing requested by the Borrower the following statements shall be true (and the Borrower shall be deemed to have certified that): (i) the Facility Amount will not exceed the lesser of the (x) Borrowing Limit and (y) the Borrowing Base; (ii) the Facility Amount, any Hedge Transaction required to be entered into pursuant to Section 2.06 calculated solely with respect to Loans secured by Pool A Receivables, will not exceed the Pool A Borrowing has been entered into Base; and (iii) the Facility Amount, calculated solely with respect to Loans secured by Pool B Receivables, will not exceed the Borrower and an Eligible Hedge CounterpartyPool B Borrowing Base; (c) on On the date Borrowing Date of such Borrowing, the following statements shall be true and correct as of correct, and the date Borrower by accepting any amount of such Borrowing (and each Brooke Party shall be deemed to have represented and warranted that the following statements are true and correct as of the date of such Borrowing):that: (i) the representations and warranties contained in Section 4.01 and the representations of the other Brooke Parties contained in the other Related Documents are true and correct in all material respects, before and after giving effect to the Borrowing to take place on such Borrowing Date and to the application of proceeds therefrom, on and as of such date day as though made on and as of such date; (ii) no event has occurred and is continuing, or would result from such Borrowing, which constitutes a Program Termination Event hereunder or an Event event that but for notice or lapse of Default, time or both would constitute a Potential Event of Default or a Program Termination Event; (iii) with respect to any Borrowing of a Pool A Loan, no event has occurred and is continuing, or would result from such Borrowing, which constitutes a Pool A Termination Event hereunder or an event that but for notice or lapse of time or both would constitute a Pool A Termination Event; (iv) with respect to any Borrowing of a Pool B Loan, no event has occurred and is continuing, or would result from such Borrowing, which constitutes a Pool B Termination Event with respect to the Underlying Originator related to the Pool B Receivable securing such Pool B Loan or an event that but for notice or lapse of time or both would constitute such a Pool B Termination Event; (v) (A) the principal amount of such Loan being advanced on such Borrowing Date is not less than $500,000, (b) on and as of such dayBorrowing Date, after giving effect to such Borrowing, the Facility Amount does not exceed the lesser of (A) the Facility Amount would not exceed the Borrowing Limit, Limit and (B) no Program Deficiency would existthe Borrowing Base, (c) on and as of such Borrowing Date, after giving effect to such Borrowing, the aggregate Facility Amount hereunder, calculated solely with respect to Loans secured by Pool A Receivables, does not exceed the Pool A Borrowing Base, and (d) on and as of such Borrowing Date, after giving effect to such Borrowing, the aggregate Facility Amount hereunder, calculated solely with respect to Loans secured by Pool B Receivables, does not exceed the Pool B Borrowing Base; (ivA) the Termination Borrower has delivered to the Lender a copy of the Notice of Borrowing and the related Notice of Pledge (together with the attached Receivables Schedule) pursuant to Section 2.02, each appropriately completed and executed by the Borrower, (B) the Borrower has delivered or caused to have been delivered to the Custodian the Notice of Pledge and each item listed in the definition of Receivable File with respect to the Receivables being Pledged hereunder three (3) or, in the case of the initial Borrowing Date hereunder, four (4) Business Days prior to such Borrowing Date, (C) the Contract related to each Receivable being Pledged hereunder on such Borrowing Date has not occurredbeen duly assigned by the Originator to the Borrower and duly assigned by the Borrower to the Collateral Agent and (D) by 2:00 P.M. (New York City time) on the Business Day immediately preceding such Borrowing Date, a Collateral Receipt from the Custodian confirming that, inter alia, the Receivable Files received on or before such Business Day conform with the Receivables Schedule delivered to the Custodian and the Lender pursuant to Section 2.02; (vii) all terms and conditions of the Purchase and Sale Agreement required to be satisfied in connection with the assignment of each Receivable being Pledged hereunder on such Borrowing Date (and the Other Conveyed Property and Related Security related thereto), including, without limitation, the perfection of the Borrower’s interests therein (other than with respect to Equipment which has a value of less than $25,000 and is leased under Dollar Purchase Option Contracts or $50,000 and is leased under FMV Contracts), shall have been satisfied in full, and all filings (including, without limitation, 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 a first priority perfected security interest in such Receivables, Related Security and the Other Conveyed Property related thereto and the proceeds thereof shall have been made, taken or performed; (viii) (A) the initial Servicer shall have taken or caused to be taken all steps necessary under all applicable law (including the filing of an Obligor Financing Statement) in order to cause a valid, subsisting and enforceable perfected, first priority security interest to exist in Originator’s favor in the Obligor Collateral securing each Receivable being Pledged hereunder on such Borrowing Date (other than with respect to Equipment which has a value of less than $25,000 and is leased under Dollar Purchase Option Contracts or $50,000 and is leased under FMV Contracts), (B) the Originator shall have assigned the perfected, first priority security interest in the Obligor Collateral to the Borrower pursuant to the Purchase and Sale Agreement and (C) the Borrower shall have assigned the perfected, first priority security interest in the Obligor Collateral (and the proceeds thereof) referred to in clause (A) above to the Collateral Agent, pursuant to Section 2.11 hereof; (ix) if the Obligor Collateral related to any Receivable (other than a Vehicle Sublimit Pledged Receivable) securing such Borrowing is a Vehicle, the Borrower shall have delivered to the applicable Registrar of Titles an application for a Certificate of Title for such Vehicle which such Certificate of Title shall indicate the Borrower as the owner of the related Vehicle and indicate “Xxxxxx Xxxxxxx Bank” as the sole lienholder with respect to such Vehicle; and (vx) no the Borrower shall have taken all steps necessary under all applicable law in order to cause to exist in favor of the Collateral Agent a valid, subsisting and enforceable first priority perfected security interest in the Borrower’s interest in the Obligor Collateral related to each Receivable being Pledged hereunder on such Borrowing Date (other than with respect to Underlying Equipment which has a value of less than $25,000 and is leased under Dollar Purchase Option Contracts or $50,000 and is leased under FMV Contracts); (d) No law or regulation shall prohibit, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of such Advances Loans by the Lender in accordance with the provisions hereof; (vi) no Insurance Company Trigger shall have occurred and be continuing; and (de) the Agent The Lender shall have received and found to be satisfactory with respect to Pledged Receivables being Pledged in connection with such Borrowing, which have been previously pledged to any lender by the Originator, the Borrower or any Affiliate thereof under any other approvalsfinancing facility, opinions, documents or information as the Agent may reasonably request in order to confirm (A) the satisfaction evidence of the conditions set forth above and release of any liens granted in connection with such financing with respect to any such Pledged Receivables. (Bf) that each Loan Unless a credit agreement and/or security agreement, including but not limited to be purchased any such agreement with National City Bank, as agent, related to Receivables being Pledged by the Borrower in connection with such Borrowing, shall have provided for an automatic release of the Agent’s or Collateral Agent’s, as applicable, lien and security interest in such Receivables granted thereunder, the applicable agent or lender shall have executed and delivered to the Borrower and the Collateral Agent a partial release letter and the Borrower shall have duly filed with the proceeds of appropriate filing office a UCC-3 partial release evidencing the release contained in such Borrowing is an Eligible Loanrelease letter, in each case in a form satisfactory to the Collateral Agent.

Conditions Precedent to All Borrowings. Each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that: (a) no later than 1:00 pm (New York time) on the second Business Day prior to the date of such Borrowing, the Brooke GWG Parties shall have delivered to the Agent, in form and substance reasonably satisfactory to the Agent, a completed Borrowing Base Certificate containing information accurate as of a date no more than two three (23) Business Days prior to the date of such Borrowing and confirming that no Program Borrowing Base Deficiency would exist after giving effect to such Borrowing; (b) if a Hedge Trigger Event has occurred, any Hedge Transaction required to be entered into pursuant to Section 2.06 with respect to the Borrowing has been entered into by the Borrower and an Eligible Hedge Counterparty; (c) on the date of such Borrowing, the following statements shall be true and correct as of the date of such Borrowing (and each Brooke GWG Party shall be deemed to have represented and warranted that the following statements are true and correct as of the date of such Borrowing): (i) the representations contained in Section 4.01 and the representations of the other Brooke GWG Parties contained in the other Related Documents are true and correct on and as of such date as though made on and as of such date; (ii) no event has occurred and is continuing, or would result from such Borrowing, which constitutes an Event of Default, a Potential Event of Default or a Termination Event; (iii) on and as of such day, after giving effect to such Borrowing, (A) the Facility Amount would not exceed the Borrowing Limit, and (B) no Program Borrowing Base Deficiency would exist; (iv) the Termination Program Maturity Date has not occurred; and; (v) no law or regulation shall prohibit, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of such Advances by the Lender Borrowing in accordance with the provisions hereof;; and (vi) no Insurance Company Trigger shall in the event the Agent determines in good faith that there has been any change in, or in the interpretation or application by any Governmental Authority of, any applicable law, rule or regulation relating to the Assets or the transactions contemplated by the Transaction Documents or the Asset Documents 44 that has had or could have occurred and be continuing; and (d) a Material Adverse Effect, the Agent shall have received such other approvals, opinions, documents or information as the Agent may reasonably request in order to confirm (A) the satisfaction of the conditions set forth above and (B) that each Loan Asset to be purchased by the a Borrower with the proceeds of such Borrowing is an Eligible LoanAsset.

Conditions Precedent to All Borrowings. Each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that: : (a) no later than 1:00 p.m. (New York City time) on the second Business Day prior to the date of such Borrowing, the Brooke GWG Parties shall have delivered to the Agent, in form and substance reasonably satisfactory to the Agent, a completed Borrowing Base Certificate containing information accurate as of a date no more than two three (23) Business Days prior to the date of such Borrowing and confirming that no Program Borrowing Base Deficiency or Liquidity Trigger Event would exist after giving effect to such Borrowing; ; (b) if a Hedge Trigger Event has occurred, any Hedge Transaction required to be entered into pursuant to Section 2.06 with respect to the Borrowing has been entered into by the Borrower and an Eligible Hedge Counterparty; (c) on the date of such Borrowing, the following statements shall be true and correct as of the date of such Borrowing (and each Brooke GWG Party shall be deemed to have represented and warranted that the following statements are true and correct as of the date of such Borrowing): ): (i) the representations contained in Section 4.01 and the representations of the other Brooke GWG Parties contained in the other Related Documents are true and correct on and as of such date as though made on and as of such date; ; (ii) no event has occurred and is continuing, or would result from such Borrowing, which constitutes an Event of Default, a Potential Event of Default or a Termination Event; ; (iii) on and as of such day, after giving effect to such Borrowing, (A) the Facility Amount would not exceed the Borrowing Limit, and (B) no Program Borrowing Base Deficiency or Liquidity Trigger Event would exist; ; (iv) the Termination Date has not occurred; and 38 (v) no law or regulation shall prohibit, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of such Advances by the Lender Borrowing in accordance with the provisions hereof; ; and (vi) no Insurance Company Trigger shall in the event the Agent determines in good faith that there has been any change in, or in the interpretation or application by any Governmental Authority of, any applicable law, rule or regulation relating to the Assets or the transactions contemplated by the Related Documents or the applicable Asset Documents that has had or could have occurred and be continuing; and (d) a Material Adverse Effect, the Agent shall have received such other approvals, opinions, documents or information as the Agent may reasonably request in order to confirm (A) the satisfaction of the conditions set forth above and (B) that each Loan Asset to be purchased by the Borrower with the proceeds of such Borrowing is an Eligible Loan.Asset. ARTICLE IV

Conditions Precedent to All Borrowings. Each Except as otherwise expressly provided below, each Borrowing (including the initial Borrowing) by the Borrower from the Lender shall be subject to the further conditions precedent that: (a) no later With respect to any such Borrowing (other than the Business Day initial Borrowing), on or prior to the date of such Borrowing, the Brooke Parties Servicer shall have delivered to the Agent, in form and substance reasonably satisfactory to the Agent, a completed Borrowing Base Certificate containing information accurate as the most recent Monthly Remittance Report required by the terms of a date no more than two Section 6.11(b); (2b) At least four Business Days prior to the date of such Borrowing, the Servicer shall have delivered to the Agent and the Backup Servicer a Borrowing Report, in form and confirming that no Program Deficiency would exist substance satisfactory to the Agent, signed by an officer of the Borrower having responsibility for financial matters of the Borrower which shall demonstrate that, after giving effect to such Borrowing; (b) if a Hedge Trigger Event has occurred, any Hedge Transaction required to be entered into Borrowing requested by the Borrower no Program Deficiency shall exist and such Borrowing Report shall have been verified by the Backup Servicer pursuant to Section 2.06 with respect to the Borrowing has been entered into by the Borrower and an Eligible Hedge Counterparty6.14(g); (c) on On the date Borrowing Date of such Borrowing, the following statements shall be true true, and correct as of the date Borrower by accepting the amount of such Borrowing (and each Brooke Party shall be deemed to have represented and warranted that the following statements are true and correct as of the date of such Borrowing):certified that: (i) the representations and warranties contained in Section 4.01 and the representations of the other Brooke Parties contained in the other Related Documents are true and correct correct, before and after giving effect to the Borrowing to take place on such Borrowing Date and to the application of proceeds therefrom, on and as of such date day as though made on and as of such date; (ii) no event has occurred and is continuing, or would result from such Borrowing, which constitutes an Early Amortization Event hereunder, or an event that but for notice or lapse of Default, a Potential Event of Default time or a Termination both would constitute an Early Amortization Event; (iiia) the principal amount of such Loan being advanced on such Borrowing Date is not less than $1,000,000 and (b) on and as of such day, after giving effect to such Borrowing, Borrowing no Program Deficiency shall exist; (A) the Facility Amount would not exceed Borrower has delivered to the Agent a timely copy of a Notice of Borrowing Limitpursuant to Section 2.02(b), appropriately completed and executed by the Borrower and (B) no Program Deficiency would existthe Contract related to each Pledged Receivable hereunder on such Borrowing Date has been duly assigned by Maxtor to the Borrower and duly assigned by the Borrower to the Agent; (ivv) all terms and conditions of the Termination Date has not occurredPurchase Agreement required to be satisfied in connection with the transfer and sale of each Receivable (and the Other Conveyed Property related thereto) being Pledged hereunder on such Borrowing Date, including, without limitation, the perfection of the Borrower's interests therein shall have been satisfied in full, and all filings (including, without limitation, 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 Agent, for the benefit of the Lender, a first priority perfected security interest in the Pledged Assets and the proceeds thereof (subject only to Other Permitted Liens) shall have been made, taken or performed; and (vd) no No law or regulation shall prohibit, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality Government Entity shall prohibit or enjoin, the making of such Advances Loans by the Lender in accordance with the provisions hereof; (vie) no Insurance Company Trigger The Agent shall have occurred received and found to be continuingsatisfactory with respect to the Pledged Receivables being Pledged in connection with such Borrowing, which have been previously pledged, assigned or otherwise transferred to any Person by Maxtor, the Borrower or any Affiliate thereof under any other financing facility, evidence of the release of any liens granted in connection with such financing with respect to any such Pledged Receivables; and (df) the The Agent shall have received such other approvals, opinions, documents or information and instruments, as the Agent may such Person shall have reasonably request in order to confirm (A) the satisfaction of the conditions set forth above and (B) that each Loan requested to be purchased delivered by the Borrower with Servicer or the proceeds of such Borrowing is an Eligible LoanBorrower.

Conditions Precedent to All Borrowings. Each Borrowing (including the initial Borrowing) No Loans shall be subject made (or deemed made) at any time, and the Lenders shall not be required to fund any Loan requested by Borrower, unless, in each case, the following conditions are satisfied (or waived by the Required Lenders) prior to (or concurrently with) the making (or deemed making) of such Loan on the Borrowing Date relating thereto: 6.2.1 Administrative Agent shall have received a duly executed Notice of Borrowing. 6.2.2 No Default or Event of Default shall exist at the time of, or immediately result from, the making of such Loan. 6.2.3 The representations and warranties of each Obligor in the Loan Documents shall be true and correct in all material respects (or, with respect to representations and warranties qualified by materiality, in all respects) on the date of, and upon giving effect to, the making of such Loan (except for representations and warranties that expressly relate to an earlier date). 6.2.4 Borrower and its Subsidiaries are Solvent and will be Solvent after giving effect to the further conditions precedent that:contemplated Loan. 6.2.5 The making of such Loan shall not (a) no later than the Business Day prior to the date of such Borrowingviolate any Applicable Laws and shall not be enjoined, the Brooke Parties temporarily, preliminarily or permanently or (b) conflict with or result in a default under any Material Contract. 6.2.6 Borrower shall have delivered to paid all reasonable and documented fees (and, costs, expenses and disbursements of each Agent and Lenders then due and outstanding). 6.2.7 The Borrower shall be in pro forma compliance with the Agent, in form and substance reasonably satisfactory to the Agent, a completed Borrowing Base Certificate containing information accurate as of a date no more than two Financial Covenants (2) Business Days prior to the date of such Borrowing and confirming that no Program Deficiency would exist after giving effect to such Borrowing; Loans). Each Notice of Borrowing (b) if a Hedge Trigger Event has occurredor, any Hedge Transaction required to be entered into pursuant to Section 2.06 with respect to in the case of the Borrowing has been entered into of Loans not constituting New Money Loans, each deemed request by Borrower for a Loan) shall constitute a representation by Borrower that the Borrower foregoing conditions are satisfied on and an Eligible Hedge Counterparty; as of each of (ci) on the date of such Borrowing, the following statements shall be true and correct as Notice of Borrowing (or the date of such Borrowing (and each Brooke Party shall be deemed to have represented and warranted that the following statements are true and correct as of the date of such Borrowing): (i) the representations contained in Section 4.01 and the representations of the other Brooke Parties contained in the other Related Documents are true and correct on and as of such date as though made on and as of such date; request), (ii) no event has occurred the requested Borrowing Date, and is continuing, or would result from such Borrowing, which constitutes an Event of Default, a Potential Event of Default or a Termination Event; (iii) the date on and which such Loan is funded or made (or deemed funded or made, as of such day, after giving effect to such Borrowing, (A) the Facility Amount would not exceed the Borrowing Limit, and (B) no Program Deficiency would exist; (iv) the Termination Date has not occurred; and (v) no law or regulation shall prohibit, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of such Advances by the Lender in accordance with the provisions hereof; (vi) no Insurance Company Trigger shall have occurred and be continuing; and (d) the Agent shall have received such other approvals, opinions, documents or information as the Agent may reasonably request in order to confirm (A) the satisfaction of the conditions set forth above and (B) that each Loan to be purchased by the Borrower with the proceeds of such Borrowing is an Eligible Loanapplicable).

Conditions Precedent to All Borrowings. Each Borrowing (including the initial Borrowing) hereunder shall be subject to the further conditions precedent that: (a) no later than the Business Day prior to the date of such Borrowing, the Brooke Parties shall have delivered to the Agent, in form and substance reasonably satisfactory to the Agent, a completed Borrowing Base Certificate containing information accurate as of a date no more than two (2) Business Days prior to that on the date of such Borrowing and confirming that no Program Deficiency would exist after giving effect to such Borrowing; (b) if a Hedge Trigger Event has occurred, any Hedge Transaction required to be entered into pursuant to Section 2.06 with respect to the Borrowing has been entered into by the Borrower and an Eligible Hedge Counterparty; (c) on the date of such Borrowing, the following statements shall be true (and correct as of Borrower by accepting the date amount of such Borrowing (and each Brooke Party shall be deemed to have represented and warranted that the following statements are true and correct as of the date of such Borrowingcertified that): (ia) the representations and warranties contained in Section 4.01 Sections 6.01 and the representations of the other Brooke Parties contained 6.02 are correct in the other Related Documents are true and correct all material respects on and as of such date day as though made on and as of such dateday (and shall be deemed to have been made on such day); (iib) no event has occurred and is continuing, or would result from such Borrowing, which that constitutes an Event of Default, a Potential Check-Casher Event of Default or a Termination EventUnmatured Event of Default; (iiic) on and as of such day, after giving effect to such each proposed Borrowing, (A) the Facility Amount would not exceed the Borrowing Limit, and (B) no Program Deficiency would will exist; (ivd) the Termination Date has not occurred; andoccurred and no Termination Event has occurred and is continuing; (ve) the Borrower shall have delivered an executed Borrowing Notice (certified by any Vice President of the Borrower and by the Check-Casher) to the Administrative Agent; (f) the Check-Casher or the Borrower shall have delivered to the Administrxxxxx Agent (i) a current list stating the identity of each Approved Courier (with a contact person and telephone number) and (ii) execution copies of all agreements relating to the SSMs; (g) the Check-Casher or the Borrower shall have delivered to the Administrxxxxx Agent copies of such executed written consents and waivers from third parties as shall be necessary to ensure the Collateral Agent's or each Approved Courier's unfettered access to the Cash; (h) no law law, rule or regulation shall prohibit, prohibit and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality Governmental Authority shall prohibit or enjoin, enjoin the making of such Advances by the Lender in accordance with the provisions hereofBorrowing; (vii) no Insurance Company Trigger the Check-Casher shall have occurred delivered to the Administrative Agent elecxxxxxx files presenting in detail satisfactory to the Administrative Agent (i) the amount of Cash located in each SSM, (ii) the status of all Checks which have been deposited in SSMs and be continuing(iii) the status of all Checks presented to Approved Banks for payment; and (dj) the Administrative Agent and Liquidity Agent shall have received such other approvals, opinions, opinions and documents or information as the Agent they may reasonably request in order to confirm (A) the satisfaction of the conditions set forth above and (B) that each Loan to be purchased by the Borrower with the proceeds of such Borrowing is an Eligible Loanrequest.

Conditions Precedent to All Borrowings. and Remittances of --------------------------------------------------------- Collections. Each Borrowing (including the initial Borrowing) by the Borrower ----------- from the Lender shall be subject to the further conditions precedent that: that (a) no later with respect to any such Borrowing (other than the Business Day initial Borrowing) on or prior to the date of such Borrowing, the Brooke Parties Servicer shall have delivered to the Agent, in form and substance reasonably satisfactory to the Agent, a completed Monthly Remittance Report with respect to the most recently ended Remittance Period in accordance with the terms of Section 6.12(b) and a Borrowing Base Certificate Date/Spread Account --------------- Surplus Remittance Report containing information accurate as of a date no more than two (2) three Business Days prior to the date of such Borrowing and confirming that no Program Deficiency would exist after giving effect to containing such Borrowing; additional information as may be reasonably requested by the Agent; (b) if a Hedge Trigger Event has occurred, any Hedge Transaction required to be entered into pursuant to Section 2.06 with respect to the Borrowing has been entered into by the Borrower and an Eligible Hedge Counterparty; (c) on the date of such Borrowing, the following statements shall be true true, and correct as of the date Borrower by accepting the amount of such Borrowing (and each Brooke Party shall be deemed to have represented and warranted that the following statements are true and correct as of the date of such Borrowing):certified that: (i) the The representations and warranties contained in Section 4.01 and the representations of the other Brooke Parties contained are ------------ correct in the other Related Documents are true and correct all material respects on and as of such date day as though made on and as of such date;, (ii) no No event has occurred and is continuing, or would result from such Borrowing, which constitutes an Event of DefaultDefault hereunder, a Potential or an event that but for notice or lapse of time or both would constitute an Event of Default or a Termination Event; (iii) on and as of such day, after giving effect to such Borrowing, (A) the Facility Amount would not exceed the Borrowing Limit, and (B) no Program Deficiency would exist;Default, (iv) the Termination Date has not occurred; and (v) no No law or regulation shall prohibit, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of such Advances Loans by the Lender in accordance with the provisions hereof; (vi) no Insurance Company Trigger shall have occurred and be continuing; and (d) the Agent shall have received such other approvals, opinions, documents or information as the Agent may reasonably request in order to confirm (A) the satisfaction of the conditions set forth above and (B) that each Loan to be purchased by the Borrower with the proceeds of such Borrowing is an Eligible Loan.

Conditions Precedent to All Borrowings. Each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that: (a) no later than 1:00 p.m. (New York City time) on the second Business Day prior to the date of such Borrowing, the Brooke GWG Parties shall have delivered to the Agent, in form and substance reasonably satisfactory to the Agent, a completed Borrowing Base Certificate containing information accurate as of a date no more than two three (23) Business Days prior to the date of such Borrowing and confirming that no Program Borrowing Base Deficiency, Liquidity Trigger Event or Eligible Death Benefit Deficiency would exist after giving effect to such Borrowing; (b) if a Hedge Trigger Event has occurred, any Hedge Transaction required to be entered into pursuant to Section 2.06 with respect to the Borrowing has been entered into by the Borrower and an Eligible Hedge Counterparty; (c) on the date of such Borrowing, the following statements shall be true and correct as of the date of such Borrowing (and each Brooke GWG Party shall be deemed to have represented and warranted that the following statements are true and correct as of the date of such Borrowing): (i) the representations contained in Section 4.01 and the representations of the other Brooke GWG Parties contained in the other Related Documents are true and correct on and as of such date as though made on and as of such date; (ii) no event has occurred and is continuing, or would result from such Borrowing, which constitutes an Event of Default, a Potential Event of Default or a Termination Event; (iii) on and as of such day, after giving effect to such Borrowing, (A) the Facility Amount would not exceed the Borrowing Limit, and (B) no Program Borrowing Base Deficiency, Liquidity Trigger Event or Eligible Death Benefit Deficiency would exist; (iv) the Termination Date has not occurred; and; (v) no law or regulation shall prohibit, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of such Advances by the Lender Borrowing in accordance with the provisions hereof; (vi) no Insurance Company Trigger shall in the event the Agent determines in good faith that there has been any change in, or in the interpretation or application by any Governmental Authority of, any applicable law, rule or regulation relating to the Assets or the transactions contemplated by the Related Documents or the applicable Asset Documents that has had or could have occurred and be continuing; and (d) a Material Adverse Effect, the Agent shall have received such other approvals, opinions, documents or information as the Agent may reasonably request in order to confirm (A) the satisfaction of the conditions set forth above and (B) that each Loan Asset to be purchased by the a Borrower with the proceeds of such Borrowing is an Eligible LoanAsset; and (vii) the Required Borrowing Base Surplus Amount exceeds the Borrowing Base Surplus.