Common use of CONDITIONS PRECEDENT TO EACH ADVANCE Clause in Contracts

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks to make each Advance after the Agreement Date is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All of the representations and warranties of the Borrower under this Agreement and the other Loan Documents (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries), which, pursuant to Section 4.2 hereof, are made at and as of the time of such Advance, shall be true and correct at such time in all material respects, both before and after giving effect to the application of the proceeds of such Advance, and after giving effect to any updates to information provided to the Banks in accordance with the terms of such representations and warranties, and no Default hereunder shall then exist or be caused thereby; (b) With respect to Advances which, if funded, would increase the aggregate principal amount of the Loans outstanding hereunder, the Administrative Agent and the Banks shall have received a certificate of the Borrower stating that there is no default or event of default, and no event or condition exists which could give rise to any put right or other right of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and after giving effect to the proposed Advance of the Loans hereunder. (c) With respect to Advances which, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent shall have received a duly executed Request for Advance and a Use of Proceeds Letter; (d) Each of the Administrative Agent and the Banks shall have received all such other certificates, reports, statements, opinions of counsel (if such Advance is in connection with an Acquisition) or other documents as the Administrative Agent or any Bank may reasonably request; (e) With respect to any Advance relating to any Acquisition or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and the Banks shall have received such documents and instruments relating to such Acquisition or formation of such new Subsidiary as are described in Section 5.13 hereof or otherwise required herein; and (f) No event shall have occurred and no condition shall exist which, in the judgment of the Majority Banks, has had or may be expected to have a Materially Adverse Effect on the business, assets or financial condition of the Borrower or any of its Subsidiaries.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks Lenders to make each Advance, including the initial Advance after hereunder (but excluding Advances, the Agreement Date proceeds of which are to reimburse (i) the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Bank for amounts drawn under a Letter of Credit), is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All of the representations and warranties of the Borrower Parties under this Agreement and the other Loan Documents (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries)Documents, which, pursuant to Section 4.2 hereof5.4, are made at and as of the time of such Advance, shall be true and correct at such time in all material respectsrespects (without duplication of any materiality qualifier contained therein) at such time, both before and after giving effect to the application of the proceeds of such the Advance, and after giving effect to any updates to information provided to the Banks in accordance with the terms of such representations and warranties, and no Default hereunder shall then exist or be caused thereby; (b) With respect Since August 2, 2008, there shall have been no change that has had or would be reasonably expected to Advances whichhave a Materially Adverse Effect; (c) There shall not exist on the date of such Advance and after giving effect thereto, if funded, would increase the aggregate principal amount of the Loans outstanding hereunder, the a Default; and (d) The Administrative Agent and the Banks shall have received a certificate of the Borrower stating that there is no default or event of default, and no event or condition exists which could give rise to any put right or other right of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and after giving effect to the proposed Advance of the Loans hereunder. (c) With respect to Advances which, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent shall have received a duly executed Request for Advance and a Use of Proceeds Letter; (d) Each of the Administrative Agent and the Banks Lenders shall have received all such other certificates, reports, statements, opinions of counsel (if such Advance is in connection with an Acquisition) counsel, or other documents as the Administrative Agent or any Bank Lenders may reasonably request; (e) With respect request and all other conditions to any the making of such Advance relating to any Acquisition or which are set forth in this Agreement shall have been fulfilled. The Borrowers hereby agree that the formation delivery of any Subsidiary which is permitted hereunder, Request for Advance hereunder or any telephonic request for an Advance hereunder shall be deemed to be the Administrative Agent and the Banks shall have received such documents and instruments relating to such Acquisition or formation of such new Subsidiary as are described in Section 5.13 hereof or otherwise required herein; and (f) No event shall have occurred and no condition shall exist which, in the judgment certification of the Majority Banks, has had or may be expected to have a Materially Adverse Effect on the business, assets or financial condition Authorized Signatory thereof that all of the Borrower conditions set forth in this Section 4.3 have been satisfied. Notwithstanding the foregoing, if the conditions, or any of its Subsidiariesthem, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.3(c).

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks Lenders to make each Advance, including the initial Advance after hereunder (but excluding Advances, the Agreement Date proceeds of which are to reimburse (i) the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Banks for amounts drawn under a Letter of Credit), is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All of the representations and warranties of the Borrower Parties under this Agreement and the other Loan Documents (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries)Documents, which, pursuant to Section 4.2 hereof5.4, are made at and as of the time of such Advance, shall be true and correct at such time in all material respectsrespects (without duplication of any materiality qualifier contained therein) at such time, both before and after giving effect to the application of the proceeds of such the Advance, and after giving effect to any updates to information provided to the Banks in accordance with the terms of such representations and warranties, and no Default hereunder shall then exist or be caused thereby; (b) With respect Since February 2, 2008, there shall have been no change that has had or could be reasonably expected to Advances whichhave a Materially Adverse Effect; (c) There shall not exist on the date of such Advance and after giving effect thereto, if funded, would increase the aggregate principal amount of the Loans outstanding hereunder, the a Default; and (d) The Administrative Agent and the Banks shall have received a certificate of the Borrower stating that there is no default or event of default, and no event or condition exists which could give rise to any put right or other right of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and after giving effect to the proposed Advance of the Loans hereunder. (c) With respect to Advances which, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent shall have received a duly executed Request for Advance and a Use of Proceeds Letter; (d) Each of the Administrative Agent and the Banks Lenders shall have received all such other certificates, reports, statements, opinions of counsel (if such Advance is in connection with an Acquisition) counsel, or other documents as the Administrative Agent or any Bank Lenders may reasonably request; (e) With respect request and all other conditions to any the making of such Advance relating to any Acquisition or which are set forth in this Agreement shall have been fulfilled. The Borrowers hereby agree that the formation delivery of any Subsidiary which is permitted hereunder, Request for Advance hereunder or any telephonic request for an Advance hereunder shall be deemed to be the Administrative Agent and the Banks shall have received such documents and instruments relating to such Acquisition or formation of such new Subsidiary as are described in Section 5.13 hereof or otherwise required herein; and (f) No event shall have occurred and no condition shall exist which, in the judgment certification of the Majority Banks, has had or may be expected to have a Materially Adverse Effect on the business, assets or financial condition Authorized Signatory thereof that all of the Borrower conditions set forth in this Section 4.2 have been satisfied. Notwithstanding the foregoing, if the conditions, or any of its Subsidiariesthem, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks each Lender to make each Advance after to be made by it (including the Agreement initial Advance) on each Borrowing Date is shall be subject to the fulfillment of each (or written waiver) of the following conditions immediately prior conditions; provided that with respect to or contemporaneously any Delayed Drawdown Collateral Asset, the condition described in clause (c) below must only be satisfied at the time of acquisition of such Collateral Asset but not upon subsequent Advances with such Advancerespect thereto; provided further, that, 100% of any unfunded portion of a Delayed Drawdown Collateral Asset then owned by the Borrower must be deposited in the Delayed Drawdown Reserve Account to the extent required under Section 8.04: (a) All the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance (including the Borrowing Base Calculation Statement and EOD OC Ratio Calculation Statement attached thereto, all duly completed and representing the conditions precedent for such Advance have been met or will have been met on the date of such Advance) delivered in accordance with Section 2.03; (b) immediately after the making of such Advance on the applicable Borrowing Date, each Coverage Test and the OC Test shall be satisfied (as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of Borrowing); (c) each of the representations and warranties of the Borrower under this Agreement Borrower, the Investment Advisor and the other Loan Equityholder contained in the Facility Documents (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries), which, pursuant to Section 4.2 hereof, are made at and as of the time of such Advance, shall be true and correct at such time in all material respects, both before and after giving effect respects as of such Borrowing Date (except to the application of the proceeds of such Advance, and after giving effect to any updates to information provided to the Banks in accordance with the terms of extent such representations and warranties, and no Default hereunder shall then exist or be caused thereby; (b) With respect to Advances which, if funded, would increase the aggregate principal amount of the Loans outstanding hereunder, the Administrative Agent and the Banks shall have received a certificate of the Borrower stating that there is no default or event of default, and no event or condition exists which could give rise warranties expressly relate to any put right or other right earlier date, in which case such representations and warranties shall be true and correct in all material respects as of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and after giving effect to the proposed Advance of the Loans hereunder. (c) With respect to Advances which, such earlier date as if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent shall have received a duly executed Request for Advance and a Use of Proceeds Lettermade on such date); (d) Each no Default or Event of Default shall have occurred and be continuing at the time of the Administrative Agent and the Banks shall have received all such other certificates, reports, statements, opinions making of counsel (if such Advance is in connection with an Acquisition) or other documents as shall result upon the Administrative Agent or any Bank may reasonably requestmaking of such Advance; (e) With respect the Reinvestment Period shall not have terminated; (f) after giving effect to any Advance relating to any Acquisition or the formation of any Subsidiary which is permitted hereundersuch Advance, the Administrative Agent and aggregate outstanding principal balance of the Banks Advances shall have received such documents and instruments relating to such Acquisition or formation of such new Subsidiary as are described not exceed the sum of: (i) the Aggregate Net Collateral Balance, minus (ii) the Minimum Equity Amount, plus (iii) the aggregate amounts on deposit in Section 5.13 hereof or otherwise required hereinthe Principal Collection Account constituting Principal Proceeds; and (fg) No event shall have occurred solely with respect to the first Advance relating to the purchase of Collateral Assets pursuant to the Sale Agreement and no condition shall exist whichsolely to the extent not previously delivered, in the judgment legal opinions (addressed to each of the Majority BanksSecured Parties) of counsel to the Borrower, has had or may be expected to have a Materially Adverse Effect on covering matters concerning the business, assets or financial condition “true sale” of the Borrower or any Collateral Assets and the creation and perfection of a security interest pursuant to the Sale Agreement, have been received by the Administrative Agent in form and substance satisfactory to the Administrative Agent in its Subsidiariesreasonable discretion.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks each Lender to make each Advance after to be made by it (including the Agreement initial Advance) on each Borrowing Date is shall be subject to the fulfillment of each (or waiver) of the following conditions; provided that the conditions immediately prior described in clauses (a), (d) and (e) (other than a Default or Event of Default described in Section 6.01(j)) below need not be satisfied if the proceeds of the Advance are used to fund Unfunded Amounts that are then required to be funded pursuant to the terms of the Related Documents relating to Revolving Collateral Loans or contemporaneously with such AdvanceDelayed Drawdown Collateral Loans then owned by the Borrower, or to fund the Revolving Reserve Account to the extent required under Section 8.04: (a) All subject to Section 2.02, with respect to an Advance that will be used to acquire Collateral Loans, the Administrative Agent has received and approved an Approval Request for the Collateral Loan(s) the Borrower intends to purchase with the proceeds of such Advance or the Collateral Loan the Borrower intends to purchase with the proceeds of the Advance must be on the current Approved List; provided that, in each case, such approval has not expired, been withdrawn, been deemed to be rejected or been rescinded in accordance with Section 2.02; (b) the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance (including the Borrowing Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.03; (c) immediately before and after the making of such Advance on the applicable Borrowing Date, each Coverage Test shall be satisfied (as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of Borrowing) and the Collateral Quality Test will be satisfied, maintained or improved; (d) each of the representations and warranties of the Borrower under this Agreement Borrower, the Collateral Manager and the other Loan Equityholder contained in the Facility Documents (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries), which, pursuant to Section 4.2 hereof, are made at and as of the time of such Advance, shall be true and correct at such time in all material respects, both before and after giving effect respects as of such Borrowing Date (except to the application extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date); (e) no Default, Event of Default, Potential Collateral Manager Event of Default or Collateral Manager Event of Default shall have occurred and be continuing at the time of the proceeds making of such Advance or shall result upon the making of such Advance, and ; (f) the Reinvestment Period has not terminated; (g) after giving effect to any updates to information provided to Advance of an Available Currency not denominated in Dollars, the Banks in accordance with Foreign Currency Advance Amount shall not exceed the terms of such representations and warranties, and no Default hereunder shall then exist or be caused thereby;Non-Dollar Sublimit; and (bh) With respect to Advances which, if funded, would increase the aggregate principal amount of the Loans outstanding hereunder, the Administrative Agent and the Banks shall have received a certificate of the Borrower stating that there is no default or event of default, and no event or condition exists which could give rise to any put right or other right of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and after giving effect to such Advance, the proposed Advance Dollar Equivalent of the Loans hereunder. (c) With respect to Advances which, if funded, would increase the aggregate outstanding principal amount of Loans outstanding hereunder, the Administrative Agent shall have received a duly executed Request for Advance and a Use of Proceeds Letter; (d) Each balance of the Administrative Agent and Advances shall not exceed an amount equal to the Banks shall have received all such other certificates, reports, statements, opinions of counsel (if such Advance is in connection with an Acquisition) or other documents as the Administrative Agent or any Bank may reasonably request; (e) With respect to any Advance relating to any Acquisition or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and the Banks shall have received such documents and instruments relating to such Acquisition or formation of such new Subsidiary as are described in Section 5.13 hereof or otherwise required herein; and (f) No event shall have occurred and no condition shall exist which, in the judgment Dollar Equivalent of the Majority Banks, has had or may be expected to have a Materially Adverse Effect on the business, assets or financial condition of the Borrower or any of its SubsidiariesMaximum Facility Amount.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks Lender to make each an Advance after the Agreement Date on any date is subject to the fulfillment conditions precedent that on the date of each of the following conditions immediately prior to or contemporaneously with such Advance: (ai) The Lender shall have received a Request for Advance executed by an Authorized Representative set forth on the Authorized Representative Certificate as provided in Section 2.3(c) hereof; (ii) All of the representations and warranties of the Borrower under this Agreement and the other Loan Documents (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries), which, pursuant to Section 4.2 hereof, are made at and Authority as of the time of such Advance, set forth in Article VII hereof shall be true and correct at such time in all material respects, both before and after giving effect to respects as though made on the application of the proceeds date of such Advance, and after giving effect to any updates to information provided to the Banks in accordance with the terms of such representations and warranties, and no Default hereunder shall then exist or be caused thereby; (b) With respect to Advances which, if funded, would increase the aggregate principal amount of the Loans outstanding hereunder, the Administrative Agent and the Banks shall have received a certificate of the Borrower stating that there is no default or event of default, and no event or condition exists which could give rise to any put right or other right of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and after giving effect to the proposed Advance of the Loans hereunder. (c) With respect to Advances which, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent shall have received a duly executed Request for Advance and a Use on the date of Proceeds Letterthe proposed Advance (except to the extent any such representation or warranty specifically relates to an earlier date, then such representation or warranty shall be true and correct as of such earlier date) and no Default or Event of Default shall have occurred and be continuing; (diii) Each of the Administrative Agent and the Banks No Material Adverse Change or Material Adverse Operational Effect shall have occurred; (iv) The Lender shall have received all such other certificates, reports, statements, opinions an opinion of counsel (if Bond Counsel dated the date of such Advance is and addressed to the Lender as to the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this Agreement, the Bank Note and the Indenture, in connection with an Acquisition) or other documents as form and substance satisfactory to the Administrative Agent or any Bank may reasonably requestLender; (ev) With respect to any Advance relating to any Acquisition or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and the Banks The Lender shall have received such documents an executed Supplemental Tax Certificate; (vi) The Lender shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority and instruments relating to such Acquisition or formation of such new Subsidiary as are described in Section 5.13 hereof or otherwise required hereinsigned by the Authority; and (fvii) No event shall have occurred The Commitment and no condition shall exist which, in the judgment obligation of the Majority Banks, has had Lender to make an Advance hereunder shall not have terminated pursuant to Section 9.2 hereof or may be expected pursuant to have a Materially Adverse Effect on the business, assets or financial condition of the Borrower or any of its Subsidiaries.Section

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks each Lender to make each any Advance after the Agreement Date is shall be subject to the fulfillment of each of the following further conditions immediately prior to or contemporaneously with such Advanceprecedent: (a) All each of the representations and warranties of the Borrower under this Agreement and the contained in Article 3 or in any other Margin Loan Documents (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries), which, pursuant to Section 4.2 hereof, are made at and as of the time of such Advance, Documentation shall be true and correct at such time in all material respects, both before on and after giving effect to the application as of the proceeds date of such Advance, and after giving effect to any updates to information provided except to the Banks in accordance with the terms of extent that such representations and warrantieswarranties specifically refer to an earlier date, in which case they shall be true and no Default hereunder shall then exist or be caused therebycorrect as of such earlier date; (b) With respect no event or condition shall have resulted in a continuing, or would be reasonably expected to Advances whichcause, if fundedeither individually or in the aggregate, would increase a Material Adverse Effect; (c) a Borrower shall have delivered a Borrowing Notice in accordance with the aggregate principal amount of the Loans outstanding hereunder, the Administrative requirements hereof; (d) each Lender and each Agent and the Banks shall have received a certificate of a Responsible Officer of each Borrower dated the Borrower stating date of such Advance certifying that there is after giving effect thereto, (x) the LTV Level shall not exceed the Initial LTV Level and (y) all types and amounts of Collateral shall be held on a Pro Rata Basis; (e) no default Default, Event of Default, Mandatory Prepayment Event, Collateral Call Trigger Event or event of defaultAdjustment Determination Period shall have occurred and be continuing, and no event or condition exists which could give rise to any put right would result from such Advance or other right of prepayment under, any from the application of the agreements evidencing Indebtedness for Money Borrowed of proceeds therefrom; (f) the Borrower or any of its Subsidiaries, both before and Collateral Requirement shall have been satisfied in all respects; (g) the LTV Level after giving effect to the proposed Advance Advances shall not exceed the Initial LTV Level; (h) substantially all of each Borrower’s assets (other than any Shares held in accounts of such Borrower (other than the Collateral Accounts) which the Lenders have agreed are no longer Collateral) are comprised of the Loans hereunder.Collateral and substantially all of each Borrower’s liabilities are those created under the Margin Loan Documentation; and (ci) With respect to Advances which, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent shall have received from each Borrower a duly executed Request for Advance and certificate from a Use Responsible Officer of Proceeds Letter; such Xxxxxxxx, dated as of the date of such Advance, which shall contain representations that the conditions set forth in Section 4.02(a), (b), (d), (e), (f), (g) Each and (h) have been satisfied; provided that this Section 4.02(i) shall be deemed satisfied by the delivery by a Borrower of a Borrowing Notice which is acknowledged and agreed to by the Administrative Agent other Borrower. The borrowing of an Advance shall be deemed to constitute a representation and warranty by Borrowers on the Banks shall have received all such other certificates, reports, statements, opinions date of counsel (if such Advance is in connection with an Acquisition) or other documents as to the Administrative Agent or any Bank may reasonably request; (e) With respect to any Advance relating to any Acquisition or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and the Banks shall have received such documents and instruments relating to such Acquisition or formation of such new Subsidiary as are described matters specified in Section 5.13 hereof or otherwise required herein; and (f4.02(a) No event shall have occurred and no condition shall exist which, in the judgment of the Majority Banks, has had or may be expected to have a Materially Adverse Effect on the business, assets or financial condition of the Borrower or any of its Subsidiariesthrough Section 4.02(h).

CONDITIONS PRECEDENT TO EACH ADVANCE. (Other than a Certain Funds Advance). The obligation of the Banks Lenders to make each Advance (other than a Certain Funds Advance) on or after the Agreement Effective Date is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All (i) all of the representations and warranties of the Borrower Company under this Agreement and the other Loan Documents (including, without limitation, all representations other than those set forth in Section 4.1(f)(ii) and warranties with respect to the Borrower's SubsidiariesSection 4.1(i) hereof), which, pursuant to Section 4.2 hereof, are made at and as of the time of such Advance, shall be true and correct at such time in all material respects, except for those representations and warranties that are qualified by materiality or Materially Adverse Effect, which shall be true and correct, both before and after giving effect to the application of the proceeds of such Advance, and after giving effect to any updates to information provided to the Banks Lenders in accordance with the terms of such representations and warrantiesthis Agreement except to the extent stated to have been made as of the Effective Date, and (ii) no Default hereunder shall then exist or be caused thereby; (b) With respect to Advances which, if funded, would increase the aggregate principal amount of the Loans outstanding hereunder, the Administrative Agent and the Banks shall have received a certificate of the Borrower stating that there is no default or event of default, and no event or condition exists which could give rise to any put right or other right of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and after giving effect to the proposed Advance of the Loans hereunder. (c) With respect to Advances which, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent shall have received a duly executed Request for Advance for Revolving Loans or, in the case of an Advance of Swingline Loans, the Swingline Lender shall have received a duly executed Swingline Loan Notice for Swingline Loans; (c) the incumbency of the Authorized Signatories shall be as stated in the applicable certificate of incumbency contained in the certificate of the Company delivered to the Administrative Agent prior to or on the Effective Date or as subsequently modified and reflected in a Use certificate of Proceeds Letterincumbency delivered to the Administrative Agent and the Lenders having a Revolving Loan Commitment; (d) Each of the Administrative Agent and the Banks shall have received all such other certificates, reports, statements, opinions of counsel (if such Advance is in connection with an Acquisition) or other documents as the Administrative Agent or any Bank may reasonably request;[reserved]; and (e) With respect to any if such Advance relating to any Acquisition or the formation consists of any Subsidiary which is permitted hereunderan Alternative Currency, the Administrative Agent and the Banks there shall have received such documents and instruments relating to such Acquisition or formation of such new Subsidiary as are described in Section 5.13 hereof or otherwise required herein; and (f) No event shall not have occurred and no condition shall exist whichany change in national or international financial, political or economic conditions or currency exchange rates or exchange controls that would make it impracticable for such Advance to be denominated in the judgment of the Majority Banks, has had or may be expected to have a Materially Adverse Effect on the business, assets or financial condition of the Borrower or any of its Subsidiariessuch Alternative Currency.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks each Lender to make each an Advance after as part of any Borrowing (including the Agreement Date is initial Borrowing) that would increase the aggregate principal amount of Advances outstanding hereunder shall be subject to the fulfillment further conditions precedent that on the date of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All The following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing, shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true): (i) The representations and warranties of the Borrower under this Agreement contained in Section 4.01 hereof are true and the other Loan Documents (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries), which, pursuant to Section 4.2 hereof, are made at correct on and as of the time date of such AdvanceBorrowing, shall be true and correct at such time in all material respects, both before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such Advancedate; (ii) No event has occurred and is continuing, and after giving or would result from such Borrowing or from the application of the proceeds therefrom, that constitutes an Event of Default or would constitute an Event of Default but for the requirement that notice be given or time elapse or both; and (iii) Immediately following such Borrowing, (A) the aggregate outstanding principal amount of Advances shall not exceed the aggregate amount of the Commitments then in effect to and, (B) the aggregate outstanding principal amount of Advances made by any updates to information provided to Lender shall not exceed the Banks in accordance with the terms amount of such representations and warranties, and no Default hereunder shall then exist or be caused thereby;Lender’s Commitment. (b) With respect The Borrower shall have delivered to Advances which, if funded, would increase the aggregate principal amount of the Loans outstanding hereunder, the Administrative Agent and the Banks shall have received a certificate copies of the Borrower stating that there is no default or event of default, and no event or condition exists which could give rise to any put right or other right of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and after giving effect to the proposed Advance of the Loans hereunder. (c) With respect to Advances which, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent shall have received a duly executed Request for Advance and a Use of Proceeds Letter; (d) Each of the Administrative Agent and the Banks shall have received all such other certificates, reports, statements, opinions of counsel (if such Advance is in connection with an Acquisition) or other approvals and documents as the Administrative Agent or any Bank Lender (through the Administrative Agent) may reasonably request; (e) With respect to any Advance relating to any Acquisition or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and the Banks shall have received such documents and instruments relating to such Acquisition or formation of such new Subsidiary as are described in Section 5.13 hereof or otherwise required herein; and (f) No event shall have occurred and no condition shall exist which, in the judgment of the Majority Banks, has had or may be expected to have a Materially Adverse Effect on the business, assets or financial condition of the Borrower or any of its Subsidiaries.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks Lender to make each any Advance after the Agreement Date hereunder is subject to the fulfillment of each following conditions precedent being satisfied, fulfilled or otherwise met to the satisfaction of the following conditions immediately prior to or contemporaneously with Lender at the time such AdvanceAdvance is requested and made: (a) All of the representations and warranties of made by the Borrower Credit Parties in the Credit Documents or which are contained in any certificate furnished at any time under this Agreement and the other Loan Documents (includingor in connection herewith, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries), which, pursuant to Section 4.2 hereof, are made at and as of the time of such Advanceor therewith, shall be true and correct at on and as of the date of such time in all material respectsAdvance as if made on and as of such date, both before except for representations and warranties expressly stated to relate to a specific earlier date; (b) no Default or Event of Default shall have occurred and be continuing on such date or after giving effect to such Advance and the Lender has received a certificate of a senior financial officer of the Borrower so certifying to the Lender; (c) immediately after giving effect to the making of any such Advance (and the application of the proceeds thereof), the aggregate sum of such Advance, and after giving effect to any updates to information provided to the Banks in accordance with Advances shall not exceed the terms of such representations and warranties, and no Default hereunder shall then exist or be caused therebyCommitment Amount; (bd) With respect to Advances whichthere shall not exist any litigation, if fundedinvestigation, would increase the aggregate principal amount of the Loans outstanding hereunderbankruptcy or insolvency, the Administrative Agent and the Banks shall have received a certificate of the Borrower stating that there is no default injunction, order or event of default, and no event claim affecting or condition exists which could give rise relating to any put right or other right of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower Credit Party or any of its Subsidiaries, both before and after giving effect to the proposed Advance of the Loans hereunder. (c) With respect to Advances which, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent shall have received a duly executed Request for Advance and a Use of Proceeds Letter; (d) Each of the Administrative Agent and the Banks shall have received all such other certificates, reports, statements, opinions of counsel (if such Advance is in connection with an Acquisition) or other documents as the Administrative Agent or any Bank may reasonably requestMining Property, which has had or could be expected to have, a Material Adverse Effect, or which could be expected to affect the legality, validity or enforceability of this Agreement or any other Credit Document, that has not been settled, dismissed, vacated, discharged or terminated; (e) With no Material Adverse Effect shall have occurred and the Lender has not become aware of any facts which, in the Lender’s opinion, could have a Material Adverse Effect; (f) delivery of an irrevocable direction to pay with respect to the Advance; (g) all fees (including the Structuring Fee) and all other costs and expenses and other amounts then payable under any of the Credit Documents have been paid in full; (h) delivery of a solvency certificate from the chief financial officer or the chief executive officer of the Borrower in the form of Exhibit D, certifying that none of the Credit Parties (i) is legally prohibited or restricted from entering into and performing its obligations under the Credit Documents to which it is a party, (ii) is unable to pay its debts as they become due in the ordinary course of business, (iii) will be rendered insolvent by virtue of any Advance to be made hereunder, (iv) will be left with an unreasonably small amount of capital or (v) has incurred Debt which cannot be satisfied on a timely basis; (i) delivery of a certificate of an officer of the Borrower certifying that all necessary Authorizations relating to the development and operation of the Mining Properties have been obtained and none have been rescinded, cancelled or otherwise terminated in any Acquisition or respect; (j) the formation Lender shall have reviewed and approved the use of any Subsidiary which is permitted hereunderproceeds from the Advance, as such use of proceeds has been specified by the Administrative Agent Borrower in the Borrowing Notice; (k) all conditions set forth in Section 2.4, Section 2.5 and this Section 6.2 shall have been, and shall remain, satisfied to the satisfaction of the Lender in its sole discretion and the Banks Borrower’s delivery of a Borrowing Notice shall constitute the Borrower’s representation and warranty that all such conditions precedent have received been, and remain, satisfied); (l) each Advance shall be in an amount not less than $*[REDACTED]; (m) no Advance shall be requested or proposed to be made later than *[REDACTED]; (n) receipt by the Lender of the following documents, each in full force and effect, and in form and substance satisfactory to the Lender: (A) a Borrowing Notice requesting such documents and instruments relating to such Acquisition or formation of such new Subsidiary as are described in Section 5.13 hereof or otherwise required hereinAdvance duly executed by the Borrower; and (fB) No event shall have occurred and no condition shall exist which, in the judgment certificate of the Majority Banks, has had status or may be expected to have a Materially Adverse Effect on the business, assets or financial condition other similar type of the Borrower or any of its Subsidiariesevidence for each Credit Party from all Relevant Jurisdictions.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks Lenders to make each any Advance after the Agreement Date hereunder is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All of the representations and warranties of the Borrower Borrowers under this Agreement and the other Loan Documents (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries)Agreement, which, pursuant to Section 4.2 4.3 hereof, are made at and as of the time of such Advance, shall be true and correct at such time in all material respectstime, both before and after giving effect to the application of the proceeds of such the Advance, and after giving effect to any updates to information provided to the Banks in accordance with the terms of such representations and warranties, and no Default hereunder shall then exist or be caused thereby; (b) With respect to Advances which, if funded, would increase the aggregate principal amount of the Loans outstanding hereunder, the Administrative Agent and the Banks shall have received a certificate of the Borrower stating that there is no default or event of default, and no event or condition exists which could give rise to any put right or other right of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and after giving effect to the proposed Advance of the Loans hereunder. (c) With respect to Advances which, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent shall have received a duly executed certificate (which may be a Request for Advance Advance) to that effect signed by an Authorized Signatory of the Borrowers and a Use dated the date of Proceeds Lettersuch Advance; (db) Each The incumbency of the Authorized Signatories shall be as stated in the certificate of incumbency contained in the certificate of the Borrowers delivered pursuant to Section 3.1(a) or as subsequently modified and reflected in a certificate of incumbency delivered to the Administrative Agent and the Banks shall have received all such other certificates, reports, statements, opinions of counsel (if such Advance is in connection with an Acquisition) or other documents as the Administrative Agent or any Bank may reasonably requestLenders; (ec) With respect to any Advance relating to any Acquisition or There shall not exist on the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and the Banks shall have received such documents and instruments relating to such Acquisition or formation date of such new Subsidiary as are described in Section 5.13 hereof Advance and after giving effect thereto, a Default or otherwise required hereinan Event of Default hereunder; and (fd) No event In the case of any Revolving Loan Advance, receipt by the Administrative Agent of satisfactory evidence that, after borrowing any such Revolving Loan Advance, the Borrowers and the Lenders shall have occurred be in full compliance with Regulations T, U and no condition shall exist which, in the judgment X of the Majority BanksBoard, has had or may including evidence that the sum of the aggregate principal amount of the outstanding Loans plus the Letter of Credit Obligations will not exceed an amount equal to the sum of (a) 100% of the current fair market value of all Collateral (other than Collateral constituting Margin Stock) plus (b) 50% of the current market value of all Collateral constituting Margin Stock. The Borrowers hereby agree that the delivery of any Request for Advance hereunder shall be expected deemed to have a Materially Adverse Effect be the certification of the Authorized Signatory thereof that there does not exist, on the business, assets or financial condition date of the Borrower making of the Advance and after giving effect thereto, a Default or any an Event of its SubsidiariesDefault hereunder.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks Lenders to make each Advance, including the initial Advance after hereunder (but excluding Advances, the Agreement Date proceeds of which are to reimburse the Swing Bank for Swing Loans, the Administrative Agent for Agent Advances or the Issuing Bank for amounts drawn under a Letter of Credit), is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All of the representations and warranties of the Borrower Parties under this Agreement and the other Loan Documents (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries)Documents, which, pursuant to Section 4.2 hereof5.4, are made at and as of the time of such Advance, shall be true and correct at such time in all material respects (unless any such representation or warranty is qualified as to materiality, in which case such representation and warranty shall be true and correct in all respects) at such time, both before and after giving effect to the application of the proceeds of such the Advance, and after giving effect to any updates to information provided to the Banks in accordance with the terms of such representations and warranties, and no Default hereunder shall then exist or be caused thereby; (b) With respect to Advances which, if funded, would increase the aggregate principal amount The incumbency of the Loans outstanding hereunder, Authorized Signatories of each Borrower shall be as stated in the certificate of incumbency contained in the certificate of such Borrower delivered pursuant to Section 4.1(a) or as subsequently modified and reflected in a certificate of incumbency delivered to the Administrative Agent and the Banks Lenders; (c) The most recent Borrowing Base Certificate which shall have received a certificate of been delivered to the Borrower stating that there is no default or event of defaultAdministrative Agent pursuant to Section 7.5(a) shall demonstrate that, and no event or condition exists which could give rise to any put right or other right of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and after giving effect to the proposed Advance making of the Loans hereunder. (c) With respect to Advances whichsuch Advance, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent no Overadvance shall have received a duly executed Request for Advance and a Use of Proceeds Letterexist; (d) Each Since December 31, 2008, there has occurred no event which has had or could reasonably be expected to have a Materially Adverse Effect; (e) There shall not exist on the date of the such Advance and after giving effect thereto, a Default; and (f) The Administrative Agent and the Banks Lenders shall have received all such other certificates, reports, statements, opinions of counsel (if such Advance is in connection with an Acquisition) counsel, or other documents as the Administrative Agent or any Bank Lenders may reasonably request; (e) With respect request and all other conditions to the making of such Advance which are set forth in this Agreement shall have been fulfilled. Each Borrower hereby agrees that the delivery, including any Advance relating to any Acquisition or the formation deemed delivery, of any Subsidiary which is permitted hereunder, the Administrative Agent and the Banks shall have received such documents and instruments relating to such Acquisition Request for Advance hereunder or formation of such new Subsidiary as are described in Section 5.13 hereof or otherwise required herein; and (f) No event shall have occurred and no condition shall exist whichany request for an Advance hereunder by telephone shall, in each case, be deemed to be the judgment certification of the Majority Banks, has had or may be expected to have a Materially Adverse Effect on the business, assets or financial condition Authorized Signatory thereof that all of the Borrower conditions set forth in this Section 4.2 have been satisfied. Notwithstanding the foregoing, if the conditions, or any of its Subsidiariesthem, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.2(c).

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks Lenders to make each Advance after (including the Agreement Date initial Advance hereunder) is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All of the representations and warranties of the Borrower and the Subsidiaries under this Agreement and the other Loan Documents (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries), which, pursuant to Section 4.2 hereof, are made at and as of the time of such Advance, shall be true and correct at such time in all material respects, both before and after giving effect to the application of the proceeds of such Advance, and after giving effect to any updates to information provided to the Banks in accordance with the terms of such representations and warranties, and no Default hereunder shall then exist or be caused thereby; (b) With respect The incumbency of persons authorized by the Borrower to Advances which, if funded, would increase sign documents shall be as stated in the aggregate principal amount certificate of the Loans outstanding hereunder, incumbency delivered pursuant to Section 3.1(a) or as subsequently modified and reflected in a certificate of incumbency delivered to the Administrative Agent and the Banks shall have received a certificate each of the Borrower stating that there is no default or event of defaultLenders; (c) There shall not exist, and no event or condition exists which could give rise to any put right or other right of prepayment under, any on the date of the agreements evidencing Indebtedness for Money Borrowed making of the Borrower or any of its Subsidiaries, both before Advance and after giving effect to the proposed Advance proceeds of the Loans hereunder. (c) With respect to Advances whichAdvance, if funded, would increase the aggregate principal amount a Default or an Event of Loans outstanding Default hereunder, and the Administrative Agent shall have received a duly executed Request for Advance and a Use of Proceeds Lettersigned by an Authorized Signatory so certifying; (d) Each of the Administrative Agent and the Banks shall have received all such other certificates, reports, statements, opinions of counsel (if such Advance is in connection with an Acquisition) or other documents as the Administrative Agent or any Bank may reasonably request; (e) With respect to any Advance relating to any Acquisition Acquisition, Investment or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and the Banks Lenders shall have received such documents and instruments relating to such Acquisition Acquisition, Investment, or formation of such a new Subsidiary as are described in Section 5.13 hereof or otherwise required herein; (e) The Administrative Agent shall have received a duly executed Request for Advance which shall include calculations demonstrating compliance with Sections 7.10, 7.11, 7.12 and 7.13 hereof and certification that since the last day of the fiscal quarter of the Borrower most recently ended, no event has occurred which could have a Materially Adverse Effect; (f) The Administrative Agent shall have received financial statements of the Borrower demonstrating compliance with Sections 7.8 and 7.9 for the immediately preceding fiscal quarter; and (fg) No event The Administrative Agent and each of the Lenders shall have occurred and no condition received all such other certificates, reports, statements, opinions of counsel or other documents as it may reasonably request. The Borrower hereby agrees that the delivery of any Request for Advance hereunder shall exist which, in be deemed to be the judgment certification of the Majority Banks, has had or may be expected to have a Materially Adverse Effect on the business, assets or financial condition Authorized Signatory of the Borrower or any of its Subsidiariesas to the matters set forth in this Section 3.2.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks Lenders to make each Advance on or after the Agreement Date which increases the principal amount of the Loans outstanding is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All of the representations and warranties of the Borrower under this Agreement and the other Loan Documents (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries), which, pursuant to Section 4.2 hereof, are made at and as of the time of such Advance, shall be true and correct at such time in all material respects, both before and after giving effect to the application of the proceeds of such Advance, and after giving effect to any updates to information provided to the Banks Lenders in accordance with the terms of such representations and warranties, and no Default hereunder shall then exist or be caused thereby; (b) With respect to Advances which, if funded, would increase the aggregate principal amount of the Loans outstanding hereunder, the Administrative Agent and the Banks shall have received a certificate of the Borrower stating that there is no default or event of default, and no event or condition exists which could give rise to any put right or other right of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and after giving effect to the proposed Advance of the Loans hereunder. (c) With respect to Advances which, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the The Administrative Agent shall have received a duly executed Request for Advance which shall contain evidence satisfactory to the Administrative Agent that the Borrower is, as of the date of such Advance and a Use of Proceeds Letterafter giving effect thereto, in compliance with Sections 7.8, 7.9, 7.10, 7.11 and 7.12 hereof; (dc) Each of the Administrative Agent and the Banks Lenders shall have received all such other certificates, reports, statements, opinions of counsel (if such Advance is in connection with an Acquisition) or other documents as the Administrative Agent or any Bank Lender may reasonably request; (ed) With respect to any Advance relating to any Acquisition or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and the Banks Lenders shall have received such documents and instruments relating to such Acquisition or formation of such a new Subsidiary as are described in Section 5.13 5.14 hereof or otherwise required herein; and (fe) No event Materially Adverse Effect shall have occurred and no condition event shall exist have occurred which, in the judgment reasonable opinion of the Majority BanksRequired Lenders, has had or may be expected to have a Materially Adverse Effect on the business, assets or financial condition of the Borrower or any of its SubsidiariesEffect.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks Lenders to make each Advance after the Agreement Date is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All of the representations and warranties of the Borrower under this Agreement and the other Loan Documents (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries), which, pursuant to Section 4.2 hereof, are made at and as of the time of such Advance, shall be true and correct at such time in all material respects, both before and after giving effect to the application of the proceeds of such Advance, and after giving effect to any updates to information provided to the Banks Lenders in accordance with the terms of such representations and warranties, and no Default hereunder shall then exist or be caused thereby; (b) With respect to Advances which, if funded, would increase the aggregate principal amount of the Loans outstanding hereunder, the Administrative Agent and the Banks Lenders shall have received a certificate of the Borrower stating that there is no default or event of default, and no event or condition exists which could give rise to any put right or other right of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and after giving effect to the proposed Advance of the Loans hereunder. (c) With respect to Advances which, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent shall have received a duly executed Request for Advance and a Use of Proceeds Letter; (d) Each of the Administrative Agent and the Banks Lenders shall have received all such other certificates, reports, statements, opinions of counsel (if such Advance is in connection with an Acquisition) or other documents as the Administrative Agent or any Bank Lender may reasonably request; (e) With respect to any Advance relating to any Acquisition or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and the Banks Lenders shall have received such documents and instruments relating to such Acquisition or formation of such new Subsidiary as are described in Section 5.13 hereof or otherwise required herein; and (f) No event shall have occurred and no condition shall exist which, in the judgment of the Majority BanksLenders, has had or may be expected to have a Materially Adverse Effect on the business, assets or financial condition of the Borrower or any of its Subsidiaries.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks each Lender to make each Advance after to be made by it (including the Agreement initial Advance) on each Borrowing Date is shall be subject to the fulfillment of each (or waiver) of the following conditions; provided that the conditions immediately prior described in clauses (d) and (e) (other than a Default or Event of Default described in Section 6.01(i)) below need not be satisfied if the proceeds of the Advance are used to fund Revolving Collateral Loans or contemporaneously with such AdvanceDelayed Drawdown Collateral Loans then owned by the Borrower to fund the Revolving Reserve Account to the extent required under Section 8.04: (a) All subject to Section 2.02, the Administrative Agent has received and approved an Approval Request for the Collateral Loan(s) the Borrower intends to purchase with the proceeds of such Advance or the Collateral Loan the Borrower intends to purchase with the proceeds of the Advance must be on the current Approved List; provided that, in each case, such approval has not expired, been withdrawn, been deemed to be rejected or been rescinded in accordance with Section 2.02; (b) the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance (including the Borrowing Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.03; (c) immediately before and after the making of such Advance on the applicable Borrowing Date, the Coverage Test shall be satisfied and each Class Minimum OC Coverage Test shall be satisfied (as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of Borrowing) and the Collateral Quality Test will be satisfied, maintained or improved; (d) each of the representations and warranties of the Borrower under this Agreement Borrower, the Servicer and the other Loan Equityholder contained in the Facility Documents (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries), which, pursuant to Section 4.2 hereof, are made at and as of the time of such Advance, shall be true and correct at such time in all material respects, both before and after giving effect respects as of such Borrowing Date (except to the application extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date); (e) no Default, Event of Default, Potential Servicer Event of Default or Servicer Event of Default shall have occurred and be continuing at the time of the proceeds making of such Advance or shall result upon the making of such Advance, and ; (f) the Reinvestment Period has not terminated; (g) after giving effect to any updates to information provided to Advance of an Available Currency not denominated in Dollars, the Banks in accordance with Foreign Currency Advance Amount shall not exceed the terms of such representations and warranties, and no Default hereunder shall then exist or be caused thereby;Non-Dollar Sublimit; and (bh) With respect to Advances which, if funded, would increase the aggregate principal amount of the Loans outstanding hereunder, the Administrative Agent and the Banks shall have received a certificate of the Borrower stating that there is no default or event of default, and no event or condition exists which could give rise to any put right or other right of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and after giving effect to such Advance, the proposed Advance Dollar Equivalent of the Loans hereunder.aggregate outstanding principal balance of the Advances shall not exceed the lesser of (x) an amount equal to the Dollar Equivalent of the Maximum Facility Amount and (y) an amount equal to the Dollar Equivalent of: (ci) With respect to Advances whichthe Aggregate Net Collateral Balance, if fundedminus (ii) the Minimum Equity Amount, would increase plus (iii) the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent shall have received a duly executed Request for Advance and a Use of Proceeds Letter; (d) Each of the Administrative Agent and the Banks shall have received all such other certificates, reports, statements, opinions of counsel (if such Advance is in connection with an Acquisition) or other documents as the Administrative Agent or any Bank may reasonably request; (e) With respect to any Advance relating to any Acquisition or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and the Banks shall have received such documents and instruments relating to such Acquisition or formation of such new Subsidiary as are described in Section 5.13 hereof or otherwise required herein; and (f) No event shall have occurred and no condition shall exist which, amounts on deposit in the judgment of the Majority Banks, has had or may be expected to have a Materially Adverse Effect on the business, assets or financial condition of the Borrower or any of its SubsidiariesPrincipal Collection Subaccount constituting Principal Proceeds.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks Lender to make each an Advance after the Agreement Date on any date is subject to the fulfillment conditions precedent that on the date of each of the following conditions immediately prior to or contemporaneously with such Advance: (ai) The Lender shall have received a Request for Advance as provided in Section 2.03(c) hereof specifying whether such Advance will be a Tax-Exempt LIBOR Revolving Loan or a Taxable Revolving Loan; (ii) All of the representations and warranties of the Borrower under this Agreement and the other Loan Documents (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries), which, pursuant to Section 4.2 hereof, are made at and Authority as of the time of such Advance, set forth in Article VII hereof shall be true and correct at as though made on the date of such time in all material respects, both before Request for Advance and after giving effect to on the application date of the proceeds of such Advance, and after giving effect to any updates to information provided to the Banks in accordance with the terms of such representations and warranties, proposed Advance and no Default hereunder or Event of Default shall then exist or have occurred and be caused therebycontinuing; (biii) The Lender shall have received satisfactory evidence that all representations and certifications of the Authority that the Lender deems necessary to maintain the tax-exempt status of the interest on any Tax-Exempt Loan have been delivered and are true and correct; (iv) No Material Adverse Change shall have occurred; (v) The Lender shall be satisfied that the opinion of Bond Counsel delivered pursuant to Section 2.04(a)(v)(A) hereof remains in full force and effect or the Lender shall have received an opinion from Bond Counsel dated the date of such Advance as to the exclusion of interest on the Tax-Exempt Loans from gross income for federal income tax purposes, in form and substance satisfactory to the Lender; (vi) With respect to Advances which, if funded, would increase the aggregate principal amount of the Loans outstanding hereunderan Advance for a Tax-Exempt LIBOR Revolving Loan, the Administrative Agent and the Banks Lender shall have received a certificate evidence that an IRS Form 8038-G has been duly completed by the Authority and signed by the Authority; and (vii) The Commitment and the obligation of the Borrower stating that there is no default Lender to make an Advance hereunder shall not have terminated pursuant to Section 10.2 hereof or event of defaultpursuant to Section 2.07 hereof. Unless the Authority shall have otherwise previously advised the Lender in writing, and no event or condition exists which could give rise to any put right or other right of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and after giving effect delivery to the proposed Lender of a Request for Advance shall be deemed to constitute a representation and warranty by the Authority that on the date of the Loans hereunder. (c) With respect to Advances which, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent shall have received a duly executed such Request for Advance and a Use of Proceeds Letter; (d) Each on the date of the Administrative Agent proposed Advance each of the foregoing conditions has been satisfied and that all representations and warranties of the Banks shall have received all such other certificates, reports, statements, opinions of counsel (if such Advance Authority as set forth in Article VII hereof is in connection with an Acquisition) or other documents true and correct as though made on the Administrative Agent or any Bank may reasonably request; (e) With respect to any Advance relating to any Acquisition or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and the Banks shall have received such documents and instruments relating to such Acquisition or formation date of such new Subsidiary as are described in Section 5.13 hereof Request for Advance and on the date of the proposed Advance and no Default or otherwise required herein; and (f) No event Event of Default shall have occurred and no condition shall exist which, in be continuing on the judgment date of such Request for Advance or on the date of the Majority Banks, has had or may be expected to have a Materially Adverse Effect on the business, assets or financial condition of the Borrower or any of its Subsidiariesproposed Advance.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks each Lender to make each Advance after Advances under its respective Facility and the Agreement Date is right of the Borrower to request Advances shall be subject to the fulfillment further conditions precedent that on the date of each of the following conditions immediately prior to or contemporaneously with such AdvanceAdvances: (a) All The following statements shall be true (and the acceptance by the Borrower of the proceeds of such Advances shall constitute a representation and warranty by the Borrower that on the date of such Advances such statements are true): (i) the representations and warranties of the Borrower under this Agreement contained in each Loan Document are true and the other Loan Documents (including, without limitation, correct in all representations and warranties with respect to the Borrower's Subsidiaries), which, pursuant to Section 4.2 hereof, are made at respects on and as of the time of such Advancedate, shall be true and correct at such time in all material respects, both before and after giving effect to such Advances and to the application of the proceeds therefrom, as though made on and as of such date other than any such representations or warranties that, by their terms, refer to a specific date other than the date of such Advances, in which case as of such specific date; (ii) no event has occurred and is continuing, or would result from the making of such Advances or from the application of the proceeds therefrom, that constitutes a Default; and (iii) no event has occurred and is continuing or would result from the making of such Advance, or the funding of an Intercompany Note with the proceeds therefrom, that constitutes a Default under (and as defined in) any Intercompany Note governing an Intercompany Note to be funded with the proceeds of such Advance, and after giving effect to any updates to information provided to the Banks in accordance with the terms of such representations and warranties, and no Default hereunder shall then exist or be caused thereby; (b) With respect to Advances which, if funded, would increase the aggregate principal amount of the Loans outstanding hereunder, the Administrative each Facility Agent and the Banks shall have received a certificate to that effect from an officer of each Restricted Subsidiary which will issue an Intercompany Note funded with a portion of the Borrower stating that there is no default proceeds of such Advance. (b) All Loan Documents not required to be delivered on or event of default, and no event or condition exists which could give rise prior to any put right or other right of prepayment under, any the making of the agreements evidencing Indebtedness for Money Borrowed of Initial Advance and delivered after the Borrower or any of its SubsidiariesInitial Advance hereunder, both before are in form and after giving effect substance satisfactory to the proposed Advance of the Loans hereunderLenders and each Facility Agent shall have received such other approvals, opinions or documents in respect thereof as any Lender through each such respective Facility Agent may reasonably request. (c) With respect to Advances whichThere shall be no material adverse change in the economic, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent shall have received political or regulatory conditions in Jamaica which constitutes a duly executed Request for Advance and a Use of Proceeds Letter;Material Adverse Change. (d) Each In the case of any Advance, all conditions precedent to the Administrative Agent and the Banks making of Advances under each Facility Agreement set forth in each such Facility Agreement shall have received all such other certificates, reports, statements, opinions of counsel (if such Advance is in connection with an Acquisition) been met and no Lender has terminated or other documents as the Administrative Agent or suspended its Commitment under any Bank may reasonably request;Facility. (e) With respect to Each Advance requested by the Borrower under any Advance relating to any Acquisition or Facility Agreement shall constitute a representation and warranty by the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and the Banks shall have received such documents and instruments relating to such Acquisition or formation of such new Subsidiary Borrower as are described in Section 5.13 hereof or otherwise required herein; and (f) No event shall have occurred and no condition shall exist which, in the judgment of the Majority Banks, has had or may be expected to date thereof that the conditions contained in this Section have a Materially Adverse Effect on the business, assets or financial condition of the Borrower or any of its Subsidiariesbeen satisfied.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks Lender to make each Advance, including the first Advance after on the Agreement Date first Drawdown Date, is subject to the fulfillment of each of the following conditions immediately precedent having been satisfied (or waived in writing by the Lender) on or prior to or contemporaneously with such Advancethe relevant Drawdown Date: (a) All the Lender shall have received a Notice of Drawdown as required by Section 2.03(a); (b) the Borrower shall have paid the fees due pursuant to Section 2.08 and any other fees payable pursuant hereto; (c) immediately after the making of the relevant Advance, (i) the aggregate outstanding principal amount of the Advances of each Tranche will not exceed the maximum amount available under such Tranche, and (ii) the aggregate outstanding principal amount of all Advances will not exceed the Commitment; (d) evidence that, if the test set out in Section 7.01(l)(i) were applied immediately following the making of the relevant Advance, the Borrower would not be obliged to provide additional security or repay part of the Advances as therein provided (determined on the basis of the most recent valuation for each Vessel delivered pursuant to Section 3.03(c)(iv) or Section 7.01(l)(ii), as the case may be); (e) immediately after the making of the relevant Advance, no Default or Event of Default shall have occurred and be continuing; (f) the representations and warranties of the Obligors contained in this Agreement shall be true mutatis mutandis on and as of the date of the relevant Advance, unless such representation or warranty shall expressly relate to a different date; (g) the Lender shall have received on or before the relevant Drawdown Date the following, each dated as of such Drawdown Date (unless otherwise specified), in form and substance satisfactory to the Lender (unless otherwise specified): (i) a certificate of an officer of the Borrower (for itself and as sole member of each Guarantor), dated as of the relevant Drawdown Date (the statements made in such certificate shall be true on and as of such Drawdown Date), certifying as to (A) the absence of any amendments to the articles of incorporation and by-laws, or certificate of formation and limited liability company agreement of each Obligor certified to the Lender pursuant to Sections 3.01(c) or 3.03(c)(ii) above, (B) the due incorporation or formation, as the case may be, and good standing of each Obligor, as a corporation or limited liability company formed under the laws of the Republic of The Xxxxxxxx Islands and the absence of any proceeding for the dissolution or liquidation of such Obligor, (C) the veracity of the representations and warranties of the Borrower under Obligors contained in this Agreement and the other Loan Documents (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries), which, pursuant to Section 4.2 hereof, are made at mutatis mutandis on and as of the time date of such the relevant Advance, unless such representation or warranty shall expressly relate to a different date, and (D) the absence of any event occurring and continuing, or resulting from the making of the relevant Advance that constitutes a Default; (ii) a duly signed and completed Compliance Certificate confirming that the Borrower shall be in compliance with the provisions of Article VI immediately after the making of the relevant Advance; (iii) the original of any power of attorney issued in favor of any Person executing any Loan Document (or any other document delivered pursuant to a Loan Document) on behalf of any Obligor in relation to the relevant Advance; (iv) true and correct at such time complete copies of any governmental or regulatory consents, filings, registrations, approvals and waivers required in all material respectsconnection with the execution, both before delivery and after giving effect performance of (A) each Loan Document executed in relation to the application of the proceeds of such relevant Advance, and after giving effect to any updates to information provided to (B) the Banks in accordance with consummation of the terms of such representations and warranties, and no Default hereunder shall then exist or be caused transactions contemplated thereby; (bv) With respect to Advances which, if funded, would increase the aggregate principal amount of the Loans outstanding hereunderapplicable, the Administrative Agent relevant confirmation exchanged under the Master Agreement and which evidences a Transaction entered into between the Borrower and the Banks shall have received a certificate of the Borrower stating that there is no default or event of default, and no event or condition exists which could give rise to any put right or other right of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and after giving effect to the proposed Advance of the Loans hereunder. (c) With respect to Advances which, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent shall have received a duly executed Request for Advance and a Use of Proceeds Letter; (d) Each of the Administrative Agent and the Banks shall have received all such other certificates, reports, statements, opinions of counsel (if such Advance is Lender in connection with an Acquisition) or other documents as the Administrative Agent or relevant Advance, and any Bank may reasonably request; (e) With respect to any Advance relating to any Acquisition or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and the Banks shall have received such documents and instruments relating to such Acquisition or formation of such new Subsidiary as are described mandates required in Section 5.13 hereof or otherwise required hereinconnection therewith; and (vi) such opinions, consents, agreements and documents in connection with this Agreement, the Master Agreement and the Collateral Documents as the Lender may reasonably request by notice to the Borrower prior to the relevant Drawdown Date; and (h) to the extent required by any change in applicable law and regulation or any changes in the Lender’s own internal guidelines since the date on which the applicable documents and evidence were delivered to the Lender pursuant to Section 3.01(k), such further documents and evidence as the Lender shall require relating to the Lender’s knowledge of its customers. The making of each Advance hereunder shall be deemed to be a representation and warranty by the Obligors on the date of such Advance as to the facts specified in clauses (c), (d), (e) and (f) No event shall have occurred and no condition shall exist which, in the judgment of the Majority Banks, has had or may be expected to have a Materially Adverse Effect on the business, assets or financial condition of the Borrower or any of its Subsidiariesthis Section 3.04.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation obligations of the Banks Lenders to make each Advance after (including the Agreement Date initial Advance hereunder and any Advance of the Swing Loans, but excluding any Advance the proceeds of which are to reimburse (x) the Swing Loan Lender for Swing Loans or (y) any Issuing Bank for amounts drawn under a Letter of Credit)) of the Loans is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All The Administrative Agent, or in the case of a Swing Loan, the Swing Loan Lender, shall have received a duly executed and completed Request for Advance or Swing Loan Request, as applicable, signed by an Authorized Signatory of the representations and warranties of the Borrower under this Agreement and the other Borrower, which Request for Advance or Swing Loan Documents Request, as applicable, shall (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries), which, pursuant to Section 4.2 hereof, are made at and i) certify that there does not exist as of the time date hereof, and after giving effect to the requested Advance there shall not exist, any Default or Event of such AdvanceDefault, shall be true and correct at such time in all material respects(ii) certify that, both before as of the date of the requested Advance and after giving effect to the application of proceeds thereof, the proceeds representations and warranties in Section 5.1 hereof shall be true and correct in all material respects, except to the extent any representation or warranty is made solely as of such the Agreement Date, (iii) certify that, as of the date of the requested Advance, and after giving effect to there shall exist no litigation commenced against any updates to information provided to of the Banks in accordance with Borrower Parties since the terms of such representations and warrantiesAgreement Date, and no Default hereunder shall then exist or be caused thereby; (b) With respect to Advances which, if funded, would increase the aggregate principal amount of the Loans outstanding hereunder, the Administrative Agent and the Banks shall have received a certificate of the Borrower stating that there is no default or event of default, and no event or condition exists which such litigation could give rise reasonably be expected to be determined adversely to any put right or other right of prepayment undersuch Company, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiariescould reasonably be expected to have a Materially Adverse Effect, both (iv) provide calculations demonstrating compliance with Sections 8.8 and 8.9 hereof before and after giving effect to the proposed requested Advance and (v) certify that the incurrence of the Loans hereunderrequested Advance (A) shall not violate the Indenture and (B) shall constitute "Senior Debt" (as defined in the Senior Subordinated Notes Indenture). (cb) With respect to Advances which, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent shall have received a duly executed Request for Advance and a Use of Proceeds Letter; (d) Each of the Administrative Agent and the Banks shall have received all such other certificates, reports, statements, opinions of counsel (if such Advance is in connection with an Acquisition) or other documents as the Administrative Agent or any Bank may reasonably request; (e) With respect to any Advance relating to any Acquisition or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and the Banks shall have received such documents and instruments relating to such Acquisition or formation of such new Subsidiary as are described in Section 5.13 hereof or otherwise required herein; and (f) No event There shall have occurred and no condition shall exist which, in the judgment of the Majority Banks, event which has had or may could reasonably be expected to have a Materially Adverse Effect on since the business, assets or financial condition date of the most recent audited financial statements provided to the Credit Parties. (c) Each Request for Advance and each Swing Loan Request shall constitute a representation and warranty by the Borrower or any made as of its Subsidiariesthe time of requesting such Advance that the conditions specified in this Section 4.2 have been fulfilled as of the time of such Advance.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks Lenders to make each Advance (other than in connection with a Continuation or Conversion) which, if funded would increase the aggregate principal amount of Loans outstanding after the Agreement Date is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All of the representations and warranties of the Borrower under this Agreement and the other Loan Documents (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries, if any), which, pursuant to Section 4.2 hereof, are made at and as of the time of such AdvanceAdvance (except to the extent previously fulfilled in accordance with the terms hereof and to the extent relating specifically to a specific prior date), shall be true and correct at such time in all material respects, both before and after giving effect to the application of the proceeds of such Advance, and after giving effect to any updates to information provided to the Banks Lenders in accordance with the terms of such representations and warranties, and no Default or Event of Default hereunder shall then exist or be caused thereby; (b) With respect to Advances which, if funded, would increase the aggregate principal amount of the Loans outstanding hereunder, the Administrative Agent and the Banks shall have received a certificate of the Borrower stating that there is no default or event of default, and no event or condition exists which could give rise to any put right or other right of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and after giving effect to the proposed Advance of the Loans hereunder. (c) With respect to Advances which, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the The Administrative Agent shall have received a duly executed Request for Advance and a Use of Proceeds LetterAdvance; (d) Each of the Administrative Agent and the Banks shall have received all such other certificates, reports, statements, opinions of counsel (if such Advance is in connection with an Acquisition) or other documents as the Administrative Agent or any Bank may reasonably request; (ec) With respect to any Advance relating to any Acquisition or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and the Banks Lenders shall have received such documents and instruments relating to such Acquisition or formation of such a new Subsidiary as are described in Section 5.13 5.12 hereof or otherwise required herein; and; (fd) No event shall have occurred and no condition shall exist which, in the judgment of the Majority BanksRequired Lenders, has had or may could reasonably be expected to have a Materially Adverse Effect Effect; and (e) On the date of such Advance, after giving effect to the Advance requested, the Borrower shall be in compliance on a pro forma basis with the covenants set forth in Sections 7.8, 7.9, 7.10 and 7.17 of the Agreement. The acceptance of proceeds of any Advance which would increase the aggregate principal amount of Loans outstanding shall be deemed to be a representation and warranty by the Parent and the Borrower as to compliance with this Section 3.2 on the business, assets or financial condition of the Borrower or date any of its Subsidiariessuch Loan is made.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks each Lender to make each any Advance after (including the Agreement Date is initial Advance) shall be subject to the fulfillment of each of the following further conditions immediately prior to or contemporaneously with such Advanceprecedent: (a) All Each of the representations and warranties of the Borrower under this Agreement and the contained in Article 3 or in any other Margin Loan Documents (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries), which, pursuant to Section 4.2 hereof, are made at and as of the time of such Advance, Documentation shall be true and correct at such time in all material respects, both before on and after giving effect to the application as of the proceeds date of such Advance, and after giving effect to any updates to information provided except to the Banks in accordance with the terms of extent that such representations and warrantieswarranties specifically refer to an earlier date, in which case they shall be true and no Default hereunder shall then exist or be caused therebycorrect as of such earlier date; (b) With respect No event or condition shall have resulted in a continuing, or would be reasonably expected to Advances whichcause, if fundedeither individually or in the aggregate, would increase a Material Adverse Effect; (c) Borrower shall have delivered a Borrowing Notice in accordance with the aggregate principal amount of the Loans outstanding hereunder, the Administrative requirements hereof; (d) Each Lender and each Agent and the Banks shall have received a certificate of a Responsible Officer of Borrower dated the Borrower stating date of such Advance certifying that there is no default after giving effect thereto, (x) the LTV Level shall not exceed the Initial LTV Level and (y) all types and amounts of Collateral shall be held on a Pro Rata Basis; (e) No Default, Event of Default, Mandatory Prepayment Event, Collateral Call Trigger Event or event of defaultAdjustment Determination Period shall have occurred and be continuing, and no event or condition exists which could give rise to any put right would result from such Advance or other right of prepayment under, any from the application of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and proceeds therefrom; (f) The Collateral Requirement shall have been satisfied in all respects; and (g) The LTV Level after giving effect to the proposed Advance of Advances shall not exceed the Loans hereunderInitial LTV Level. (ch) With respect to Advances which, if funded, would increase Substantially all of the aggregate principal amount Borrower’s assets are comprised of Loans outstanding hereunder, the Collateral and substantially all of the Borrower’s liabilities are those created under the Margin Loan Documentation. (i) Administrative Agent shall have received from Borrower a duly executed Request for certificate from a Responsible Officer of Borrower, dated as of the Advance and a Use of Proceeds Letter; date, which shall contain representations that the conditions set forth in Section 4.03(a), (b), (d) Each of the Administrative Agent and the Banks shall have received all such other certificates), reports, statements, opinions of counsel (if such Advance is in connection with an Acquisition) or other documents as the Administrative Agent or any Bank may reasonably request; (e), (f), (g) With respect and (h) have been satisfied; provided that this Section 4.03(i) shall be deemed satisfied by the delivery by the Borrower of a Borrowing Notice. The borrowing of an Advance on the Advance date shall be deemed to any Advance relating constitute a representation and warranty by Borrower on the date thereof as to any Acquisition or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and the Banks shall have received such documents and instruments relating to such Acquisition or formation of such new Subsidiary as are described matters specified in Section 5.13 hereof or otherwise required herein; and (f4.03(a) No event shall have occurred and no condition shall exist which, in the judgment of the Majority Banks, has had or may be expected to have a Materially Adverse Effect on the business, assets or financial condition of the Borrower or any of its Subsidiariesthrough Section 4.03(h).

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks each Lender to make each Advance after the Agreement to be made by it on each Borrowing Date is shall be subject to the fulfillment of each (or waiver) of the following conditions; provided that the conditions immediately prior described in clauses (a), (d) and (e) (other than a Default or Event of Default described in Section 6.01(j)) below need not be satisfied if the proceeds of the Advance are used to fund Unfunded Amounts that are then required to be funded pursuant to the terms of the Related Documents relating to Revolving Collateral Loans or contemporaneously with such AdvanceDelayed Drawdown Collateral Loans then owned by the Borrower, or to fund the Revolving Reserve Account to the extent required under Section 8.04: (a) All subject to Section 2.02, with respect to an Advance that will be used to acquire Collateral Loans, the Administrative Agent has received and approved an Approval Request for the Collateral Loan(s) the Borrower intends to purchase with the proceeds of such Advance or the Collateral Loan the Borrower intends to purchase with the proceeds of the Advance must be on the current Approved List; provided that, in each case, such approval has not expired, been withdrawn, been deemed to be rejected or been rescinded in accordance with Section 2.02; (b) the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance (including the Borrowing Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.03; (c) immediately after the making of such Advance on the applicable Borrowing Date, the Coverage Test shall be satisfied and each Class Minimum OC Coverage Test shall be satisfied (as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of Borrowing) and the Collateral Quality Test will be satisfied, maintained or improved; provided that, the Interest Coverage Test is not required to be satisfied for (1) any Advances the proceeds of which are used in whole for a Permitted Distribution or a Permitted RIC Distribution or (2) any Advance the proceeds of which are used to fund Revolving Collateral Loans or Delayed Drawdown Collateral Loans then owned by the Borrower or to fund the Revolving Reserve Account to the extent required under Section 8.04; (d) each of the representations and warranties of the Borrower under this Agreement Borrower, the Servicer and the other Loan Equityholder contained in the Facility Documents (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries), which, pursuant to Section 4.2 hereof, are made at and as of the time of such Advance, shall be true and correct at such time in all material respects, both before and after giving effect respects as of such Borrowing Date (except to the application extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date); (e) no Default, Event of Default, Potential Servicer Event of Default or Servicer Event of Default shall have occurred and be continuing at the time of the proceeds making of such Advance or shall result upon the making of such Advance, and ; (f) the Reinvestment Period has not terminated; (g) after giving effect to any updates to information provided to Advance of an Available Currency not denominated in Dollars, the Banks in accordance with Foreign Currency Advance Amount shall not exceed the terms of such representations and warranties, and no Default hereunder shall then exist or be caused thereby;Non-Dollar Sublimit; and (bh) With respect to Advances which, if funded, would increase the aggregate principal amount of the Loans outstanding hereunder, the Administrative Agent and the Banks shall have received a certificate of the Borrower stating that there is no default or event of default, and no event or condition exists which could give rise to any put right or other right of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and after giving effect to such Advance, the proposed Advance Dollar Equivalent of the Loans hereunder. (c) With respect to Advances which, if funded, would increase the aggregate outstanding principal amount of Loans outstanding hereunder, the Administrative Agent shall have received a duly executed Request for Advance and a Use of Proceeds Letter; (d) Each balance of the Administrative Agent and Advances shall not exceed an amount equal to the Banks shall have received all such other certificates, reports, statements, opinions of counsel (if such Advance is in connection with an Acquisition) or other documents as the Administrative Agent or any Bank may reasonably request; (e) With respect to any Advance relating to any Acquisition or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and the Banks shall have received such documents and instruments relating to such Acquisition or formation of such new Subsidiary as are described in Section 5.13 hereof or otherwise required herein; and (f) No event shall have occurred and no condition shall exist which, in the judgment Dollar Equivalent of the Majority Banks, has had or may be expected to have a Materially Adverse Effect on the business, assets or financial condition of the Borrower or any of its SubsidiariesMaximum Facility Amount.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation At the time of the Banks to make making by the Lenders of each Advance (before as well as after the Agreement Date is subject giving effect to such Advance and to the fulfillment of each proposed use of the following conditions immediately prior to or contemporaneously with such Advance:proceeds thereof): (a) All The Agent shall have received a timely Notice of Borrowing from the Borrower in accordance with Article II; (b) No Default or Event of Default shall have occurred and be continuing; (c) Such Advance shall not cause (i) the aggregate principal amount of all outstanding Advances to exceed the Commitment, (ii) the aggregate principal amount of all outstanding Advances (other than Unsecured Advances) to exceed the then Maximum Availability Amount, and (iii) the aggregate principal amount of all outstanding Unsecured Advances to exceed $30,000,000; (d) Subject to the provisions of Section 5.5 hereof, all representations and warranties contained herein and incorporated herein by reference (other than representations and warranties which are expressly provided as being made only as of the Closing Date) shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Advance and the Borrower shall be in compliance in all material respects with all covenants and agreements contained in Article V hereof and elsewhere in this Agreement; (e) There shall have been no Material Adverse Change and no Requirement of Law or Contractual Obligation of the Borrower under or any Subsidiary could reasonably be expected to result in a Material Adverse Change; (f) No litigation, investigation or proceeding before or by any arbitrator or Governmental Authority shall be continuing or threatened against the Borrower or any of the officers or directors of any Subsidiary thereof in connection with this Agreement and the other Loan Documents which would result in a Material Adverse Change; (includingg) Agent shall have received: (i) prior to any Advance (other than Unsecured Advances) with respect to any Mortgaged Property (and, without limitationnotwithstanding anything to the contrary, all representations no portion of the Total Costs with respect to such Mortgaged Property shall be included in the computation of the Maximum Availability Amount unless the Agent shall have received): (1) such supporting documentation for Total Costs as Agent may require and warranties such supporting documentation evidencing that the Mortgaged Property is located in a Central Business District as Agent may require, (2) Borrower's certificate to the effect that it has actually incurred the Total Costs for which it is seeking reimbursement with respect to the requested Advance, that such costs have not been made the basis for any other request for an Advance under this Agreement, that no Material Adverse Change has occurred since the immediately preceding Advance, and that the requested Advance will be used for (and only for) the Permitted Purpose, (3) a notice of title continuation or an endorsement to each title policy referred to in Section 3.3(a)(iii) dated no more than seven (7) days prior to the date of any such Advance, indicating that since the date of the last preceding Advance there has been no change in the state of title not theretofore approved by Agent, which endorsement shall have the effect of redating the title policy to a date no more than seven (7) days prior to the date of any such Advance, and increasing the coverage thereof by the amount of the Advance then being made, together with Borrower's Subsidiaries)certificate dated on the date of any such Advance to the effect that there has been no change in the state of title since the date of such title continuation or endorsement or title policy, whichas the case may be, pursuant and the date of such Advance; or in the case of a New Mortgaged Property, a title policy as referred to in Section 4.2 hereof3.3(a)(iii) dated the date on any such Advance, are made at and (4) a Project Cost Report for such Mortgaged Property, dated as of the time date of the Notice of Borrowing; (ii) prior to any Advance (other than Unsecured Advances) with respect to any Acquisition Cost for any Mortgaged Property (and, notwithstanding anything to the contrary, no portion of the Total Costs with respect to such Mortgaged Property shall be included in the computation of the Maximum Availability Amount unless the Agent shall have received): (1) a Budget for such Mortgaged Property, together with a full copy of the material agreement(s) (together with all amendments thereto) pursuant to which such Mortgaged Property was acquired, certified by the Borrower as being true, complete and accurate; (2) Borrower's certification that, and evidence reasonably satisfactory to Agent that, the zoning district in which the Mortgaged Property is located permits the development, use and operation of the Mortgaged Property as an extended stay facility with such ancillary facilities related thereto, and that all zoning, planning board and similar approvals required to be obtained under any Requirements of Law or Use Requirements for the development, use and operation of an extended stay facility with such ancillary facilities related thereto on such Mortgaged Property have been obtained and are in full force and effect; and (3) Borrower's certificate to the effect that the building permit and all other permits, authorizations and approvals required to be obtained under any Requirements of Law or Use Requirements for the construction and operation of an extended stay facility with such ancillary facilities related thereto on such Mortgaged Property will be promptly and duly applied for, are capable of being obtained, and that Borrower will pursue the obtainment of such permits, authorizations and approvals with due diligence, and that the construction and operation of an extended stay facility with such ancillary facilities related thereto on such Mortgaged Property shall at all times comply in all material respects with all applicable Requirements of Law and Use Requirements; and (iii) prior to any Advance (other than Unsecured Advances) with respect to any Direct Cost for any Mortgaged Property (and, notwithstanding anything to the contrary, no portion of the Direct Costs with respect to such Mortgaged Property shall be included in the computation of the Maximum Availability Amount unless the Agent shall have received): (1) Borrower's certification that the building permit and all other permits, authorizations and approvals then required to be obtained under any Requirements of Law or Use Requirements for the construction and operation of an extended stay facility with such ancillary facilities related thereto on such Mortgaged Property (i.e., only to the extent such permits, authorizations and approvals are required to have been obtained for an extended stay facility and such ancillary facilities related thereto on such Mortgaged Property as constructed and/or operated as of the date of such Advance, shall be true ) have been obtained and correct at such time are in full force and effect in all material respects, both before and after giving effect ; (2) Borrower's certificate to the application effect that final plans and specifications (the "Plans and Specifications") for the construction of an extended stay facility with such ancillary facilities related thereto on such Mortgaged Property have been duly filed with all Governmental Authorities having jurisdiction over the construction of such facility; (3) a Final Budget for such Mortgaged Property; and (4) prior to the first Advance with respect to any Direct Cost for any particular Mortgaged Property, Borrower's certificate to the effect that agreements with the general contractor and all major trade contractors and subcontractors required for the construction of an extended stay facility and such ancillary facilities related thereto on such Mortgaged Property have been duly executed and delivered by all parties thereto and are in full force and effect. (iv) prior to the first Advance (other than Unsecured Advances) with respect to the Indirect Cost for any Mortgaged Property (and, notwithstanding anything to the contrary, no portion of the proceeds Indirect Costs with respect to such Mortgaged Property shall be included in the computation of such Advance, and after giving effect to any updates to information provided to the Banks Maximum Availability Amount unless the Agent shall have received): (1) Borrower's certification that construction shall commence in accordance with the terms Plans and Specifications for such Mortgaged Property not later than ninety (90) days of the first advance for Indirect Costs for such representations and warrantiesMortgaged Property, and no Default hereunder shall then exist or be caused thereby; (b2) With respect to Advances whichall other documents required under clauses (i), if funded, would increase the aggregate principal amount of the Loans outstanding hereunder, the Administrative Agent (ii) and the Banks shall have received a certificate of the Borrower stating that there is no default or event of default, and no event or condition exists which could give rise to any put right or other right of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and after giving effect to the proposed Advance of the Loans hereunder(iii) above. (ch) With The Borrower shall have commenced construction of each extended stay facility, including the ancillary facilities related thereto, to be constructed on a Mortgaged Property in accordance with the Plans and Specifications therefor not later than ninety (90) days from the date that Borrower receives the first Advance with respect to Advances whichIndirect Costs for such Mortgaged Property; provided, however, notwithstanding the foregoing, if fundedeither (x) despite the use of commercially reasonable efforts, would increase such construction cannot be commenced within such 90-day period as a result of conditions or circumstances outside of the aggregate principal Borrower's control (it being agreed that conditions or circumstances which can be cured by the payment of money on commercially reasonable terms shall not be deemed outside of the Borrower's control), or (y) commencement of construction within such 90-day period shall or is reasonably likely to result in the Direct Costs or Indirect Costs with respect to such Mortgaged Property being materially greater than the amount thereof set forth in the Budget for such Mortgaged Property, then, in either such event, Borrower shall have an additional thirty days to commence construction on such Mortgaged Property. In the event construction is not commenced with 120 days after the first advance of Loans outstanding hereunderIndirect Costs with respect to such Mortgaged Property, the Administrative then no additional Advances for such Mortgaged Property shall be made until construction commences.. (i) The Agent shall have received a duly executed Request for Advance and a Use of Proceeds Letter; (d) Each of the Administrative Agent and the Banks shall have received all such other certificates, reports, statements, documents or legal opinions of counsel (if such Advance is in connection with an Acquisition) or other documents as the Administrative Agent or any Bank counsel to the Agent may reasonably request; (e) With respect , all in form and substance reasonably satisfactory to any Advance relating to any Acquisition or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and the Banks shall have received such documents and instruments relating to such Acquisition or formation of such new Subsidiary as are described in Section 5.13 hereof or otherwise required hereinAgent; and (f1) No event The Agent shall have occurred received payment of all costs and no condition shall exist which, expenses (other than the legal fees described in the judgment following clause (2) of this subparagraph) incurred by Agent in connection with reviewing and evaluating the items furnished and the actions purporting to satisfy the conditions and requirements to be satisfied pursuant to this Section 3.2, and (2) receipt of a Notice of Borrowing for each Advance shall constitute Borrower's agreement and covenant to pay to the Agent, promptly upon demand (together with a reasonably detailed invoice(s) in respect thereof), all reasonable legal fees and expenses incurred in connection with preparing and/or reviewing all documents relating to, and rendering at the request of Agent all advice respecting, such items, actions, conditions and requirements. Each request for an Advance by the Borrower, each selection or deemed selection by the Borrower of an additional Interest Period for any Advance pursuant to Section 2.7(ii), shall constitute a representation and warranty by the Borrower, as of the Majority Banks, has had or may be expected to have a Materially Adverse Effect on the business, assets or financial condition date of the Borrower Advance, the selection or deemed selection of such additional Interest Period, as the case may be, that the conditions specified in subsections (a)-(j) of this Section 3.2 have been satisfied. (a) (other than those referred to in subsections (viii) and (ix) thereof) and 3.3(b), to the extent applicable to such Advance, to Agent's counsel, Xxxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxx & Xxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxx, Esq., or at such other address or to such other counsel as Agent may from time to time designate by notice to Borrower. Notwithstanding the foregoing: (i) the failure of any such documents to be furnished to such counsel shall not constitute a Default or Event of its SubsidiariesDefault (provided, however, nothing herein shall negate or vitiate any requirement hereunder to cause the Agent to receive any such documents), and (ii) copies of all of the foregoing documents delivered to such counsel shall also be given to Agent as provided herein.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks each Lender to make each any Advance after the Agreement Date is shall be subject to the fulfillment of each of the following further conditions immediately prior to or contemporaneously with such Advanceprecedent: (a) All each of the representations and warranties of the Borrower under this Agreement and the contained in Article 3 or in any other Margin Loan Documents (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries), which, pursuant to Section 4.2 hereof, are made at and as of the time of such Advance, Documentation shall be true and correct at such time in all material respects, both before on and after giving effect to the application as of the proceeds date of such Advance, and after giving effect to any updates to information provided except to the Banks in accordance with the terms of extent that such representations and warrantieswarranties specifically refer to an earlier date, in which case they shall be true and no Default hereunder shall then exist or be caused therebycorrect as of such earlier date; (b) With respect no event or condition shall have resulted in a continuing, or would be reasonably expected to Advances whichcause, if fundedeither individually or in the aggregate, would increase a Material Adverse Effect; (c) a Borrower shall have delivered a Borrowing Notice in accordance with the aggregate principal amount of the Loans outstanding hereunder, the Administrative requirements hereof; (d) each Lender and each Agent and the Banks shall have received a certificate of a Responsible Officer of each Borrower dated the Borrower stating date of such Advance certifying that there is after giving effect thereto, (x) the LTV Level shall not exceed the Initial LTV Level and (y) all types and amounts of Collateral shall be held on a Pro Rata Basis; (e) no default Default, Event of Default, Mandatory Prepayment Event, Collateral Call Trigger Event or event of defaultAdjustment Determination Period shall have occurred and be continuing, and no event or condition exists which could give rise to any put right would result from such Advance or other right of prepayment under, any from the application of the agreements evidencing Indebtedness for Money Borrowed of proceeds therefrom; (f) the Borrower or any of its Subsidiaries, both before and Collateral Requirement shall have been satisfied in all respects; (g) the LTV Level after giving effect to the proposed Advance Advances shall not exceed the Initial LTV Level; (h) substantially all of each Borrower’s assets (other than any Shares held in accounts of such Borrower (other than the Collateral Accounts) which the Lenders have agreed are no longer Collateral) are comprised of the Loans hereunder.Collateral and substantially all of each Borrower’s liabilities are those created under the Margin Loan Documentation; and (ci) With respect to Advances which, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent shall have received from each Borrower a duly executed Request for Advance and certificate from a Use Responsible Officer of Proceeds Letter; such Borrower, dated as of the date of such Advance, which shall contain representations that the conditions set forth in Section 4.02(a), (b), (d), (e), (f), (g) Each and (h) have been satisfied; provided that this Section 4.02(i) shall be deemed satisfied by the delivery by a Borrower of a Borrowing Notice which is acknowledged and agreed to by the Administrative Agent other Borrower. The borrowing of an Advance shall be deemed to constitute a representation and warranty by Borrowers on the Banks shall have received all such other certificates, reports, statements, opinions date of counsel (if such Advance is in connection with an Acquisition) or other documents as to the Administrative Agent or any Bank may reasonably request; (e) With respect to any Advance relating to any Acquisition or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and the Banks shall have received such documents and instruments relating to such Acquisition or formation of such new Subsidiary as are described matters specified in Section 5.13 hereof or otherwise required herein; and (f4.02(a) No event shall have occurred and no condition shall exist which, in the judgment of the Majority Banks, has had or may be expected to have a Materially Adverse Effect on the business, assets or financial condition of the Borrower or any of its Subsidiariesthrough Section 4.02(h).

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks each Lender to make each Advance after (including the Agreement Date is initial Advance) as part of a Borrowing shall be subject to the fulfillment further conditions precedent that (i) on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the relevant Borrower of the proceeds of such Advance shall constitute a FIVE YEAR CREDIT AGREEMENT representation and warranty by such Borrower that on the date of such Advance the following conditions immediately prior to or contemporaneously with such Advance: statements shall be true): (ax) All of the representations and warranties of contained in Section 4.01 (other than the Borrower under this Agreement and the other Loan Documents (includingExcluded Representation) and, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries)extent applicable, which, pursuant to Section 4.2 hereof, in the Designation Letter of such Borrower are made at correct in all material respects on and as of the time date of such AdvanceBorrowing, shall be true and correct at such time in all material respects, both before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such Advancedate (it being understood and agreed that any representation or warranty which expressly refers by its terms to a specified date shall be required to be true and correct in all material respects only as of such date), and after giving effect to any updates to information provided to (y) no event has occurred and is continuing, or would result from such Borrowing or from the Banks in accordance with the terms of such representations and warranties, and no Default hereunder shall then exist or be caused thereby; (b) With respect to Advances which, if funded, would increase the aggregate principal amount application of the Loans outstanding hereunderproceeds therefrom, that would constitute a Default or an Event of Default; and (ii) in the case of a requested Borrowing the proceeds of which are to be used to buy or carry any Margin Stock, the Company shall deliver to the Administrative Agent and the Banks shall have received a certificate of the Borrower stating that there is no default or event of default, and no event or condition exists which could give rise to any put right or other right of prepayment under, any a senior financial officer of the agreements evidencing Indebtedness for Money Borrowed Company accompanying the relevant Notice of Borrowing setting forth in reasonable detail the basis upon which the Company has made the representation set forth in the third sentence of Section 4.01(l) on and as of the Borrower or any date of its Subsidiariessuch Borrowing, both before and after giving effect to such Borrowing and to the proposed Advance application of the Loans hereunder. proceeds therefrom, together with (c) With respect to Advances which, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, so requested by the Administrative Agent shall have received Agent) a duly executed Request for Advance and a Use of Proceeds Letter; (d) Each of completed Form U-1 or Form G-3 satisfactory to the Administrative Agent and the Banks shall have received all such other certificates, reports, statements, opinions of counsel (if such Advance is in connection with an Acquisition) or other documents as the Administrative Agent or any Bank may reasonably request; (e) With respect to any Advance relating to any Acquisition or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and the Banks shall have received such documents and instruments relating to such Acquisition or formation of such new Subsidiary as are described in Section 5.13 hereof or otherwise required herein; and (f) No event shall have occurred and no condition shall exist which, in the judgment of the Majority Banks, has had or may be expected to have a Materially Adverse Effect on the business, assets or financial condition of the Borrower or any of its SubsidiariesAgent.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks each Bank to make each an Advance after (including the Agreement Date is First Advance and the Second Advance) shall be subject to the fulfillment of further conditions precedent that each of the following conditions immediately Co-Lead Arrangers shall be satisfied that there are no material asbestos or silica claims against the Borrower and its Subsidiaries, including any Subsidiary not listed on Schedule 4.01(h) hereto, asserting exposure to asbestos, asbestos-related products, silica and/or silica-related products prior to or contemporaneously with the date of the Order Entry, that were not resolved pursuant to the Order Entry which could reasonably be expected to have a Material Adverse Effect and 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 Borrower of the proceeds of the Borrowing of which such Advance is a part shall constitute a representation and warranty by the Borrower that on the date of such Advance such statements are true): (ai) All of the representations and warranties of the Borrower under this Agreement and the other Loan Documents (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries), which, pursuant to contained in Section 4.2 hereof, 4.01 are made at correct on and as of the time date of such AdvanceAdvance (other than those representations and warranties that expressly relate solely to a specific earlier date, which shall be true and remain correct at as of such time in all material respectsearlier date), both before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such Advance, and after giving effect to any updates to information provided to the Banks in accordance with the terms of such representations and warranties, and no Default hereunder shall then exist or be caused therebydate; (bii) With respect to Advances whichno event has occurred and is continuing, if funded, or would increase result from such Borrowing or from the aggregate principal amount application of the Loans outstanding hereunderproceeds therefrom, the Administrative Agent and the Banks shall have received which constitutes a certificate Default or an Event of the Borrower stating that there is no default or event of default, and no event or condition exists which could give rise to any put right or other right of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and after giving effect to the proposed Advance of the Loans hereunder. (c) With respect to Advances which, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent shall have received a duly executed Request for Advance and a Use of Proceeds Letter; (d) Each of the Administrative Agent and the Banks shall have received all such other certificates, reports, statements, opinions of counsel (if such Advance is in connection with an Acquisition) or other documents as the Administrative Agent or any Bank may reasonably request; (e) With respect to any Advance relating to any Acquisition or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and the Banks shall have received such documents and instruments relating to such Acquisition or formation of such new Subsidiary as are described in Section 5.13 hereof or otherwise required hereinDefault; and (fiii) No event shall have occurred and there exists no condition shall exist whichrequest or directive issued by any governmental authority, in central bank or comparable agency, injunction, stay, order, litigation or proceeding purporting to affect or calling into question the judgment legality, validity or enforceability of any Loan Document or the Majority Banks, has had consummation of any transaction (including any Advance or may be expected to have a Materially Adverse Effect on the business, assets or financial condition of the Borrower or any of its Subsidiariesproposed Advance) contemplated hereby.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks ------------------------------------ Lenders to make each Advance on or after the Agreement Date is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All all of the representations and warranties of the Borrower Borrowers under this Agreement and the other Loan Documents (including, without limitation, all representations and warranties with respect to the Borrower's Restricted Subsidiaries), which, pursuant to Section 4.2 hereof, are made at and as of the time of such Advance, shall be true and correct at such time in all material respects, both before and after giving effect to the application of the proceeds of such Advance, and after giving effect to any updates to information provided to the Banks Lenders in accordance with the terms of such representations and warranties, and no Default or Event of Default hereunder shall then exist or be caused thereby; (b) With respect to Advances which, if funded, would increase the aggregate principal amount of the Loans outstanding hereunder, the Administrative Agent and the Banks shall have received a certificate of the Borrower stating that there is no default or event of default, and no event or condition exists which could give rise to any put right or other right of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and after giving effect to the proposed Advance of the Loans hereunder. (c) With respect to Advances which, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent shall have received a duly executed Request for Advance Advance; (c) the incumbency of the Authorized Signatories shall be as stated in the applicable certificate of incumbency contained in the certificates of the Borrowers delivered pursuant to Section 3.1(a) (iv) and (v) hereof or as subsequently modified and reflected in a Use certificate of Proceeds Letterincumbency delivered to the Administrative Agent and the Lenders having the applicable Commitment; (d) Each of the Administrative Agent and the Banks Lenders having the applicable Commitment shall have received all such other certificates, reports, statements, opinions of counsel (if such Advance is in connection with an Acquisition) or other documents as the Administrative Agent or any Bank Lender having the applicable Commitment may reasonably request;; and (e) With with respect to any Advance relating to any Acquisition or the formation of any Restricted Subsidiary which is permitted hereunder, the Administrative Agent and the Banks Lenders having the applicable Commitment shall have received such documents and instruments relating to such Acquisition or formation of such a new Restricted Subsidiary as are described in Section 5.13 hereof or otherwise required herein; and (f) No event with respect to any Advance prior to the Borrowing Base Termination Date, the Borrowers shall have occurred certify to the Administrative Agent and no condition shall exist which, the Lenders having the applicable Commitment that the Borrowers are in compliance with the judgment of the Majority Banks, has had or may be expected Borrowing Base formula set forth herein after giving effect to have a Materially Adverse Effect on the business, assets or financial condition of the Borrower or any of its Subsidiariessuch Advance.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks Lenders to make make, Convert or Continue each Advance on or after the Agreement Date is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All of the representations and warranties of the Borrower under this Agreement and the other Loan Documents (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries), which, pursuant to Section 4.2 hereof, are made at and as of the time of such AdvanceAdvance (except to the extent previously fulfilled in accordance with the terms hereof and to the extent relating specifically to a specific prior date), shall be true and correct at such time in all material respects, both before and after giving effect to the application of the proceeds of such Advance, and after giving effect to any updates to information provided to the Banks Lenders in accordance with the terms of such representations and warranties, and no Default hereunder shall then exist or be caused thereby;. (b) With respect to Advances which, if funded, would increase the aggregate principal amount of the Loans outstanding hereunder, the Administrative Agent and the Banks shall have received a certificate of the Borrower stating that there is no default or event of default, and no event or condition exists which could give rise to any put right or other right of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and after giving effect to the proposed Advance of the Loans hereunder. (c) With respect to Advances which, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent shall have received a duly executed Request for Advance and a Use of Proceeds Letter;Advance. (dc) Each of the The Administrative Agent and the Banks Lenders shall have received all such other certificates, reports, statements, opinions of counsel (if such Advance is in connection with an Acquisition) or other documents as the Administrative Agent or any Bank Lender may reasonably request;. (ed) With respect to any Advance relating to any Acquisition or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and the Banks Lenders shall have received such certified documents and instruments relating to such Acquisition or such formation of such a new Subsidiary as are described in Section 5.13 hereof or otherwise required herein; and. (fi) No There shall not exist any action, suit, proceeding or investigation pending against, or, to the knowledge of the Borrower, threatened against or in any manner relating adversely to, the Borrower, any of its Subsidiaries, any of their respective properties or the transactions contemplated hereby, and (ii) no event shall have occurred and no condition shall exist exist, in each case, which, in the reasonable judgment of the Majority BanksRequired Lenders, has had or may could be expected to have a Materially Adverse Effect Effect. (f) On the date of such Advance, after giving effect to the Advance requested, the Borrower shall be in compliance on a pro forma basis with the covenants set forth in Sections 7.8, 7.9, 7.10, 7.11, 7.12, 7.13 and 7.14 hereof and that no Default or Event of Default shall be caused hereunder by such Advance. The acceptance of proceeds of any Advance which would increase the aggregate principal amount of Loans outstanding shall be deemed to be a representation and warranty by the Borrower as to compliance with this Section 3.2 on the business, assets or financial condition of the Borrower or date any of its Subsidiariessuch Loan is made.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks each Lender to make each Advance after to be made by it (including the Agreement initial Advance) on each Borrowing Date is shall be subject to the fulfillment of each (or written waiver) of the following conditions; provided that the conditions immediately prior described in clauses (d) and (e) (other than a Default or Event of Default described in Section 6.01(i)) below need not be satisfied if the proceeds of the Advance are used to fund Revolving Collateral Loans or contemporaneously with such AdvanceDelayed Drawdown Collateral Loans then owned by the Borrower to fund the Revolving Reserve Account to the extent required under Section 8.04: (a) All subject to Section 2.02, the Administrative Agent must have received and approved an Approval Request for the loan(s) the Borrower intends to purchase with the proceeds of the Advance and such approval has not expired or been rescinded or the loan(s) the Borrower intends to purchase with the proceeds of the Advance must be on the current Approved List; (b) the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance (including the Borrowing Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.03; (c) immediately before and after the making of such Advance on the applicable Borrowing Date, the Minimum OC Coverage Test shall be satisfied and each Class Minimum OC Coverage Test shall be satisfied (as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of Borrowing) and the Collateral Quality Test will be satisfied, maintained or improved; (d) each of the representations and warranties of the Borrower under this Agreement Borrower, the Servicer and the other Loan Equityholder contained in the Facility Documents (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries), which, pursuant to Section 4.2 hereof, are made at and as of the time of such Advance, shall be true and correct at such time in all material respects, both before and after giving effect respects as of such Borrowing Date (except to the application extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date); (e) no Default, Event of Default, Potential Servicer Removal Event or Servicer Removal Event shall have occurred and be continuing at the time of the proceeds making of such Advance or shall result upon the making of such Advance, and ; (f) the Reinvestment Period shall not have terminated; (g) after giving effect to any updates to information provided to Advance of an Available Currency not denominated in Dollars, the Banks in accordance with the terms Dollar Equivalent of such representations and warranties, and no Default hereunder shall then exist or be caused thereby; (b) With respect to Advances which, if funded, would increase the aggregate principal amount of all Advances denominated in an Available Currency other than Dollars shall not exceed the Loans outstanding hereunder, the Administrative Agent and the Banks shall have received a certificate of the Borrower stating that there is no default or event of default, and no event or condition exists which could give rise to any put right or other right of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and Non-Dollar Sublimit; (h) after giving effect to such Advance, the proposed Advance Dollar Equivalent of the Loans hereunder. (c) With respect to Advances which, if funded, would increase the aggregate outstanding principal amount of Loans outstanding hereunder, the Administrative Agent shall have received a duly executed Request for Advance and a Use of Proceeds Letter; (d) Each balance of the Administrative Agent and Advances shall not exceed an amount equal to the Banks shall have received all such other certificates, reports, statements, opinions Dollar Equivalent of counsel (if such Advance is in connection with an Acquisition) or other documents as the Administrative Agent or any Bank may reasonably request; (e) With respect to any Advance relating to any Acquisition or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and the Banks shall have received such documents and instruments relating to such Acquisition or formation of such new Subsidiary as are described in Section 5.13 hereof or otherwise required hereinMaximum Facility Amount; and (fi) No event after giving effect to such Advance, the Dollar Equivalent of the aggregate outstanding principal balance of the Advances shall have occurred and no condition shall exist whichnot exceed an amount equal to the Dollar Equivalent of the sum of: (i) the Aggregate Net Collateral Balance, minus (ii) the Minimum Equity Amount, plus (iii) the aggregate amounts on deposit in the judgment of the Majority Banks, has had or may be expected to have a Materially Adverse Effect on the business, assets or financial condition of the Borrower or any of its SubsidiariesPrincipal Collection Subaccount constituting Principal Proceeds.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks each Lender to make each any Advance after (including the Agreement Advance being made by such Lender on the Closing Date is and including any Swing Advance by the Swing Advance Bank and any Letter of Credit issued by the Letter of Credit Issuer) shall be subject to the fulfillment of each of the following further conditions immediately prior to or contemporaneously with such Advanceprecedent that: (a) All The following statements shall be true on the date of such Advance, before and after giving effect to such Advance and to the application of the proceeds therefrom (and the acceptance by the Borrower and the REIT of the proceeds of such Advance shall constitute a representation and warranty by the Borrower and the REIT that on the date of such Advance such statements are true): (i) The representations and warranties of the Borrower under this Agreement and the REIT contained in Article IV and of each Loan Party in the other Loan Documents (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries), which, pursuant to Section 4.2 hereof, are made at correct on and as of the time such date as though made on and as of such Advance, date (it being understood and agreed that any representation or warranty which by its terms is made on a specified date shall be required to be true and correct at such time in all material respects, both before and after giving effect to the application of the proceeds only as of such Advance, and after giving effect to any updates to information provided to specified date); and (ii) No Event of Default exists or will result from the Banks in accordance with the terms of Advances being made on such representations and warranties, and no Default hereunder shall then exist or be caused thereby;date. (b) With respect to Advances which, if funded, would increase the aggregate principal amount The making of the Loans outstanding hereunderAdvances on such date does not violate any Requirement of Law and is not enjoined, temporarily, preliminarily or permanently and no litigation shall be pending or threatened, which in the Administrative Agent and the Banks shall have received a certificate good faith judgment of the Borrower stating that there is no default or event of defaultLenders would enjoin, and no event or condition exists which could give rise to any put right or other right of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and after giving effect to the proposed Advance of the Loans hereunder.prohibit or (c) With respect to Advances whichNo event, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent shall have received a duly executed Request for Advance and a Use of Proceeds Letter; (d) Each of the Administrative Agent and the Banks shall have received all such other certificates, reports, statements, opinions of counsel (if such Advance is in connection with an Acquisition) act or other documents as the Administrative Agent or any Bank may reasonably request; (e) With respect to any Advance relating to any Acquisition or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and the Banks shall have received such documents and instruments relating to such Acquisition or formation of such new Subsidiary as are described in Section 5.13 hereof or otherwise required herein; and (f) No event condition shall have occurred and no condition shall exist after the Closing Date which, in the judgment of the Majority BanksLenders, has had or may be expected to could have a Materially Material Adverse Effect on Effect. (d) No actions, suits or proceedings shall be pending or, to the businessknowledge of Borrower or the REIT, assets threatened with respect to the Loan or financial condition the Loan Documents, Borrower, the REIT or any other Loan Party, or with respect to the Assets of such parties, which, if adversely determined, would have a Material Adverse Effect. (e) The Administrative Agent shall have received a Borrowing Base Certificate executed by the Chief Financial Officer of the Borrower Borrower, reasonably satisfactory to the Administrative Agent, together with (to the extent not previously delivered) copies of the documents in respect of each of the Eligible Assets shown listed thereon. (f) The Administrative Agent shall have received a Notice of Borrowing or Notice of Continuation or Conversion executed by the Chief Financial Officer of the Borrower, reasonably satisfactory to the Administrative Agent. (g) The Administrative Agent shall have received such additional documents, information and materials as any of its SubsidiariesLender, through the Administrative Agent, may reasonably request.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks each Lender to make each Advance after the Agreement Date any amount available under Clause 4.3 (Advances by Lenders) is subject to the fulfillment of each further conditions precedent that on both the date of the following conditions immediately prior to or contemporaneously with such Notice of Drawdown and the Drawdown Date for each Advance: (a) All each Finance Party has received payment of the representations all costs, fees and warranties of the Borrower expenses (including legal fees) due under this Agreement and the other Loan Documents (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries), which, pursuant to Section 4.2 hereof, are made at and as of the time of on or before such Advance, shall be true and correct at such time in all material respects, both before and after giving effect to the application of the proceeds of such Advance, and after giving effect to any updates to information provided to the Banks in accordance with the terms of such representations and warranties, and no Default hereunder shall then exist or be caused therebyDrawdown Date; (b) With respect to Advances which, if funded, would increase all representations and warranties made by the aggregate principal amount of Obligors in or in connection with the Loans outstanding hereunder, the Administrative Agent Finance Documents are true and the Banks shall have received a certificate of the Borrower stating that there is no default or event of default, and no event or condition exists which could give rise to any put right or other right of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and after giving effect correct with reference to the proposed Advance of the Loans hereunder.facts and circumstances then subsisting; (c) With respect no Event of Default or Potential Event of Default has occurred and is continuing or might reasonably be expected to Advances which, if funded, would increase result from the aggregate principal amount making of Loans outstanding hereunder, the Administrative Agent shall have received a duly executed Request for Advance and a Use of Proceeds Lettersuch Advance; (d) Each of the Administrative Agent each Lender and the Banks shall have Facility Agent has received all such other information, documents, opinions, certificates, reports, statements, opinions of counsel (if such Advance is in connection with an Acquisition) or other documents consents and assurances as the Administrative Agent or any Bank it may reasonably requestrequest to evaluate whether, at that time, an Event of Default or Potential EvenT of Default exists and is continuing or is reasonably likely to result from the making of such Advance; (e) With if the Facility Agent reasonably requests, the Facility Agent has received an additional legal opinion or opinions, in form and substance satisfactory to it, from counsel acceptable to the Facility Agent, and from counsel for the Obligors, with respect to any Advance matters relating to any Acquisition or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and the Banks shall have received such documents and instruments relating to such Acquisition or formation of such new Subsidiary as are described in Section 5.13 hereof or otherwise required herein; andAdvance; (f) No event shall have nothing has occurred and no condition shall exist which, which in the judgment opinion of the Facility Agent (acting on the instructions of the Majority Banks, Lenders (acting reasonably)) has had or may could reasonably be expected to have a Materially Adverse Effect material and adverse effect on the business, assets Project or on the financial or business condition of any Obligor or on the Borrower or ability of any Obligor to observe and perform any of its Subsidiariesobligations under a Transaction Document; (g) the Facility Agent shall have received evidence, in a form acceptable in all respects to the Facility Agent, that the proceeds of the Advance are to be applied in accordance with the current Project Budget within 30 days of such Advance; (h) after the relevant Advance is made, the Field Life Cover Ratio shall be not less than 2, the Loan Life Cover Ratio shall be not less than 1.75 and the Debt Service Cover Ratio shall not be less than 1.5 as determined on the basis of the most recently delivered Base Case Cash Flow Forecast; and (i) after the making of such Advance, the ratio of the aggregate Advances made under the Senior Facility to the aggregate Advances made under the Subordinated Facility shall be no greater than 3:1 (it being agreed that the Senior Lenders will only disburse to the extent that the Subordinated Lender disburses its proportion of the relevant Advance).

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks Lenders to make make, Convert or Continue each Advance on or after the Agreement Date is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All of the representations and warranties of the Borrower under this Agreement and the other Loan Documents (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries), which, pursuant to Section 4.2 hereof4.2, are made at and as of the time of such AdvanceAdvance (except to the extent previously fulfilled in accordance with the terms hereof and to the extent relating specifically to a specific prior date), shall be true and correct at such time in all material respects (except to the extent that any such representation and warranty is qualified by materiality or Materially Adverse Effect, in which case such representation and warranty shall be true and correct in all respects), both before and after giving effect to the application of the proceeds of such Advance, and after giving effect to any updates to information provided to the Banks Lenders in accordance with the terms of such representations and warranties, and no Default or Event of Default hereunder shall then exist or be caused thereby;. (b) With respect to Advances which, if funded, would increase the aggregate principal amount of the Loans outstanding hereunder, the Administrative Agent and the Banks shall have received a certificate of the Borrower stating that there is no default or event of default, and no event or condition exists which could give rise to any put right or other right of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and after giving effect to the proposed Advance of the Loans hereunder. (c) With respect to Advances which, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent shall have received a duly executed Request for Advance and a Use of Proceeds Letter;Advance. (dc) Each of the The Administrative Agent and the Banks Lenders shall have received all such other certificates, reports, statements, opinions of counsel (if such Advance is in connection with an Acquisition) or other documents as the Administrative Agent or any Bank Lender may reasonably request;. (ed) With respect to any Advance relating to any Acquisition or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and the Banks Lenders shall have received such certified documents and instruments relating to such Acquisition or such formation of such a new Subsidiary as are described in Section 5.13 hereof or otherwise required herein; and. (fe) No event shall have occurred and no condition shall exist exist, in each case, which, in the reasonable judgment of the Majority BanksRequired Lenders, has had or may could be expected to have a Materially Adverse Effect Effect. (f) On the date of such Advance, after giving effect to the Advance requested, the Borrower shall be in compliance on a pro forma basis with the covenant set forth in Section 7.8. The acceptance of proceeds of any Advance which would increase the aggregate principal amount of Loans outstanding shall be deemed to be a representation and warranty by the Borrower as to compliance with this Section 3.2 on the business, assets or financial condition of the Borrower or date any of its Subsidiariessuch Loan is made.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks Lenders to make make, Convert or Continue each Advance on or after the Agreement Date is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All of the representations and warranties of the Borrower under this Agreement and the other Loan Documents (including, without limitation, all representations and warranties with respect to the Borrower's Restricted Subsidiaries), which, pursuant to Section 4.2 hereof, are made at and as of the time of such AdvanceAdvance (except to the extent previously fulfilled in accordance with the terms hereof and to the extent relating specifically to a specific prior date), shall be true and correct at such time in all material respects, both before and after giving effect to the application of the proceeds of such Advance, and after giving effect to any updates to information provided to the Banks Lenders in accordance with the terms of such representations and warranties, and no Default hereunder shall then exist or be caused thereby;. (b) With respect to Advances which, if funded, would increase the aggregate principal amount of the Loans outstanding hereunder, the Administrative Agent and the Banks shall have received a certificate of the Borrower stating that there is no default or event of default, and no event or condition exists which could give rise to any put right or other right of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and after giving effect to the proposed Advance of the Loans hereunder. (c) With respect to Advances which, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent shall have received a duly executed Request for Advance and a Use of Proceeds Letter;Advance. (dc) Each of the The Administrative Agent and the Banks Lenders shall have received all such other certificates, reports, statements, opinions of counsel (if such Advance is in connection with an Acquisition) or other documents as the Administrative Agent or any Bank Lender may reasonably request;. (ed) With respect to any Advance relating to any Acquisition or the formation of any Restricted Subsidiary which is permitted hereunder, the Administrative Agent and the Banks Lenders shall have received such certified documents and instruments relating to such Acquisition or such formation of such a new Restricted Subsidiary as are described in Section 5.13 hereof or otherwise required herein; and. (fe) No event shall have occurred and no condition shall exist exist, in each case, which, in the reasonable judgment of the Majority BanksRequired Lenders, has had or may could be expected to have a Materially Adverse Effect Effect. (f) On the date of such Advance, after giving effect to the Advance requested, the Borrower shall be in compliance on a pro forma basis with the covenants set forth in Sections 7.8, 7.9, 7.10 and 7.11 hereof and that no Default or Event of Default shall be caused hereunder by such Advance. The acceptance of proceeds of any Advance which would increase the aggregate principal amount of Loans outstanding shall be deemed to be a representation and warranty by the Borrower as to compliance with this Section 3.2 on the business, assets or financial condition of the Borrower or date any of its Subsidiariessuch Loan is made.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation obligations of the Banks Lender to make any Advance (including, without limitation the Initial Advance) are, in each Advance after the Agreement Date is case, subject to the fulfillment satisfaction, in the sale judgment of each Xxxxxx, of the following additional conditions immediately prior to or contemporaneously with such Advanceprecedent: (a) All In the case of an Advance, Borrower shall have delivered to Lender a Borrowing Certificate for the Advance executed by an authorized officer of Borrower, which shall constitute a representation and warranty by Borrower as of the Borrowing Date of such Advance that the conditions contained in this Section 4.3 have been satisfied; (b) Each of the representations and warranties of the made by Borrower under in or pursuant to this Agreement and the other Loan Documents (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries), which, pursuant to Section 4.2 hereof, are made at and as of the time of such Advance, shall be true and correct at such time in all material respectsaccurate, both before and after giving effect to the application of the proceeds of such Advance, and after giving effect to any updates to information provided to the Banks in accordance with the terms of such representations and warranties, Advance and no Default hereunder or Event of Default shall then exist have occurred or be caused thereby; (b) With respect to Advances which, if funded, continuing or would increase the aggregate principal amount of the Loans outstanding hereunder, the Administrative Agent and the Banks shall have received a certificate of the Borrower stating that there is no default or event of default, and no event or condition exists which could give rise to any put right or other right of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and exist after giving effect to the proposed Advance of under the Loans hereunder.Revolving Facility on such date; (c) With respect Immediately after giving effect to Advances whichthe requested Advance, if funded, would increase the sum of the aggregate outstanding principal amount of Loans outstanding hereunderAdvances under the Revolving Facility shall not exceed the lesser of (i) Facility Cap then in effect, minus the Administrative Agent shall have received a duly executed Request portion of the Carve Out not yet paid to professionals, or (ii) the amount set forth as the “Combined Pre & Post Loan Balances” for Advance and a Use of Proceeds Lettersuch period in the Budget; (d) Each of the Administrative Agent and the Banks Lender shall have received all fees, charges and expenses payable to Lender on or prior to such other certificatesdate pursuant to the DIP Loan Documents, reportsincluding without limitation, statementsall unpaid audit fees and expenses, opinions of counsel (if such Advance is in connection with an Acquisition) or other documents as the Administrative Agent or any Bank may reasonably request;and attorneys' fees and expenses; and (e) With respect to any Advance relating to any Acquisition or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and the Banks There shall have received such documents and instruments relating to such Acquisition or formation of such new Subsidiary as are described in Section 5.13 hereof or otherwise required herein; and (f) No event shall not have occurred and no condition shall or exist which, in the judgment of the Majority Banks, has had any Material Adverse Change or may be expected to have a Materially Material Adverse Effect on the business, assets or financial condition of the Borrower or any of its SubsidiariesEffect.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks With respect to make each Advance after the Agreement Date is subject to the fulfillment of each of Advance, the following conditions immediately prior to or contemporaneously with such Advanceprecedent shall be true: (ai) All no Material Adverse Effect shall have occurred; (ii) there shall have been no breach in the warranties and representations made in the Documents by Borrower, the Intermediary Corporation, any Originator, any Servicer or the Guarantor or failure in the Performance of any of them, with regard to their respective Obligations under the Documents, and all such representations and warranties shall be true as of the related Transfer Date other than any representation or warranty limited by its terms to a specific date and taking into account any amendments thereto as a result of any written disclosures made by Borrower under this Agreement to Lender after the date hereof and approved in writing by Lender; (iii) neither an Event of Default nor any event that, in the Borrower's good faith and reasonable business judgment (without giving effect to any applicable grace period thereto), constitutes an Incipient Default shall have occurred and be continuing; (iv) the Interest Rate applicable to the Advance (before giving effect to any savings clause) will not exceed the maximum rate permitted by the Applicable Usury Law; (v) Borrower shall have paid to Lender (or its designee) at least one Business Day prior to the date that such Advance is requested to be made, or authorized such payment be made out of the Advance, any Lender's Attorney's Fee, any Custodian Fee, any Lockbox Bank Fee, and any other Loan Documents fees required to be paid at the time of the Advance; and (includingvi) Lender and its counsel shall have completed its due diligence investigation of the items set forth on Exhibit L hereto and shall be satisfied with the results thereof and no material amendments, without limitationmodifications or waivers shall have occurred with respect thereto since the time when Lender or its counsel completed such investigation. Lender acknowledges that as of the Closing Date it and its counsel are, all representations and warranties with respect to the Borrower's Subsidiaries)Resorts actually named in Section 1.113, which, pursuant satisfied with the items indicated on Exhibit L that were delivered to Section 4.2 hereof, are made at and as them. Lender agrees that no additional diligence items shall be required with respect to the Resorts listed in the footnote to Exhibit L (the "Secondary Resorts") unless the aggregate Outstanding principal balance of Mortgage Loans from Secondary Resorts is greater than ten percent (10%) of the time of Borrowing Base in which event Borrower shall supply such Advance, shall be true and correct at such time in all material respects, both before and after giving effect to the application of the proceeds of such Advance, and after giving effect to any updates to information provided to the Banks in accordance with the terms of such representations and warranties, and no Default hereunder shall then exist or be caused thereby; (b) With respect to Advances which, if funded, would increase the aggregate principal amount of the Loans outstanding hereunder, the Administrative Agent and the Banks shall have received a certificate of the Borrower stating that there is no default or event of default, and no event or condition exists which could give rise to any put right or other right of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and after giving effect to the proposed Advance of the Loans hereunder. (c) With respect to Advances which, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent shall have received a duly executed Request for Advance and a Use of Proceeds Letter; (d) Each of the Administrative Agent and the Banks shall have received all such other certificates, reports, statements, opinions of counsel (if such Advance is in connection with an Acquisition) or other documents as the Administrative Agent or any Bank may reasonably request; (e) With respect to any Advance relating to any Acquisition or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and the Banks shall have received such documents and instruments relating to such Acquisition or formation of such new Subsidiary additional diligence items as are described in Section 5.13 hereof or otherwise required herein; and (f) No event shall have occurred and no condition shall exist which, in requested by the judgment of the Majority Banks, has had or may be expected to have a Materially Adverse Effect on the business, assets or financial condition of the Borrower or any of its SubsidiariesLender.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks each Lender to make each Advance after to be made by it (including the Agreement initial Advance) on each Borrowing Date is shall be subject to the fulfillment of each the following conditions; provided that the conditions described in clauses (d) and (e) (other than a Default or Event of Default described in Section 6.01(i)) below need not be satisfied if the proceeds of the following conditions immediately prior Advance are used to fund Revolving Collateral Loans or contemporaneously with such AdvanceDelayed Drawdown Collateral Loans then owned by the Borrower to fund the Revolving Reserve Account to the extent required under Section 8.04;: (a) All subject to Section 2.02, the Administrative Agent must have received and approved an Approval Request for the Collateral Loan the Borrower intends to purchase with the proceeds of the Advance and such approval has not expired or been rescinded or the Collateral Loan the Borrower intends to purchase with the proceeds of the Advance must be on the current Approved List and such inclusion on the Approved List has not expired or been rescinded; (b) the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance (including the Borrowing Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.03; (c) immediately before and after the making of such Advance on the applicable Borrowing Date, each Coverage Test shall be satisfied and the Tranche Minimum OC Coverage Test for each Tranche shall be satisfied (as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of Borrowing); (d) each of the representations and warranties of the Borrower under this Agreement Borrower, the Servicer and the other Loan Equityholder contained in the Facility Documents (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries), which, pursuant to Section 4.2 hereof, are made at and as of the time of such Advance, shall be true and correct at such time in all material respects, both before and after giving effect respects as of such Borrowing Date (except to the application of the proceeds of such Advance, and after giving effect to any updates to information provided to the Banks in accordance with the terms of extent such representations and warranties, and no Default hereunder shall then exist or be caused thereby; (b) With respect to Advances which, if funded, would increase the aggregate principal amount of the Loans outstanding hereunder, the Administrative Agent and the Banks shall have received a certificate of the Borrower stating that there is no default or event of default, and no event or condition exists which could give rise warranties expressly relate to any put right or other right earlier date, in which case such representations and warranties shall be true and correct in all material respects as of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and after giving effect to the proposed Advance of the Loans hereunder. (c) With respect to Advances which, such earlier date as if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent shall have received a duly executed Request for Advance and a Use of Proceeds Letter; (d) Each of the Administrative Agent and the Banks shall have received all made on such other certificates, reports, statements, opinions of counsel (if such Advance is in connection with an Acquisition) or other documents as the Administrative Agent or any Bank may reasonably requestdate); (e) With respect to any Advance relating to any Acquisition no Default, Event of Default, Potential Servicer Removal Event or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and the Banks Servicer Removal Event shall have received such documents occurred and instruments relating to such Acquisition or formation be continuing at the time of the making of such new Subsidiary as are described in Section 5.13 hereof Advance or otherwise required hereinshall result upon the making of such Advance; (f) the Reinvestment Period shall not have terminated; and (fg) No event after giving effect to such Advance, the aggregate outstanding principal balance of the Advances shall have occurred not exceed the lesser of (x) the Maximum Facility Amount and no condition shall exist which(y) an amount equal to: (i) the Aggregate Net Collateral Balance, minus (ii) the Minimum Equity Amount, plus (iii) the aggregate amounts on deposit in the judgment of the Majority Banks, has had or may be expected to have a Materially Adverse Effect on the business, assets or financial condition of the Borrower or any of its SubsidiariesPrincipal Collection Subaccount constituting Principal Proceeds.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks to make each Advance after the Agreement Date is subject As conditions precedent to the fulfillment making of each of the following conditions immediately prior to or contemporaneously with such AdvanceADVANCE hereunder: (a) All of the representations and warranties of the Borrower under this Agreement and the other Loan Documents (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries), which, pursuant to Section 4.2 hereof, are made The BORROWER at and as of the time of such Advance, ADVANCE shall be true comply and correct at such time in shall have complied with all material respects, both before and after giving effect to the application of the proceeds of such Advancecovenants, and after giving effect to any updates to information provided to the Banks in accordance with the terms of such representations and warrantieswarranties under this AGREEMENT, and no Default hereunder EVENT OF DEFAULT shall then exist or have occurred and be caused therebycontinuing at the time of such ADVANCE; (b) With respect BORROWER shall have delivered to Advances whichLENDER the following, to the extent appropriate in connection with the particular ADVANCE, each in form and substance acceptable to LENDER and its counsel: (i) The copy or copies of Servicing Contract(s), if fundedany, would increase upon which the aggregate principal amount request for an ADVANCE is/are based; (ii) The ELIGIBLE T/D NOTE upon which the request for an ADVANCE is based, endorsed in blank by BORROWER; (iii) An Assignment to LENDER of the Loans outstanding hereunder, the Administrative Agent and the Banks shall have received a certificate of the Borrower stating that there is no default or event of default, and no event or condition exists which could give rise to any put right or other right of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and after giving effect to the proposed Advance of the Loans hereunderELIGIBLE DEED OF TRUST in recordable form. (civ) With respect The original ELIGIBLE DEED OF TRUST securing said ELIGIBLE T/D NOTE or a copy thereof certified by a title company or escrow company satisfactory to Advances which, if funded, would increase LENDER to be a true copy of the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent shall have received a duly executed Request for Advance and a Use of Proceeds Letteroriginal being recorded; (dv) Each An Assignment of the Administrative Agent and the Banks shall have received all such other certificatessaid ELIGIBLE DEED OF TRUST, reports, statements, opinions of counsel (if such Advance is in connection with an Acquisition) or other documents as the Administrative Agent or any Bank may reasonably requestform suitable to be recorded; (evi) With A copy of the COMMITMENT by which the INSTITUTIONAL INVESTOR undertakes to purchase such ELIGIBLE T/D NOTE, or other evidence satisfactory to LENDER of the existence thereof; (vii) A certified copy of the COMMITMENT of the Federal Housing Administration, the Veterans Administration or other instrumentality of the United States or private mortgage insurer, if any, to insure or guarantee such ELIGIBLE T/D NOTE. LENDER agrees to waive the requirements of this provision where such requirements are not demanded by the INSTITUTIONAL INVESTOR with respect to any Advance relating Non-Conforming A through D Mortgage Products subject to any Acquisition INSTITUTIONAL INVESTORS' preapproval and COMMITMENT. (viii) A copy of escrow or other instructions to the formation title company, if any, covering the transactions; (ix) Copies of any Subsidiary which is permitted hereunderall policies of insurance required under Section 3.4 of this AGREEMENT, and a commitment for title insurance and preliminary title report from a title company or companies acceptable to LENDER (and reflecting only such exceptions as are acceptable to LENDER); (x) Loan Request and Disbursement Instructions by BORROWER to LENDER; (xi) Disclosure to Mortgagor, as required by federal and/or state truth-in-lending laws, acknowledged as read and accepted by such mortgagor; (xii) A copy of an appraisal of the real property covered by the DEED OF TRUST securing the ELIGIBLE T/D NOTE, prepared by the Federal Housing Administration, the Administrative Agent and the Banks shall have received Veterans' Administration, or such documents and instruments relating other appraiser as may be acceptable to such Acquisition or formation of such new Subsidiary as are described in Section 5.13 hereof or otherwise required herein; andLENDER. (fxiii) No event shall have occurred and no condition shall exist which, in the judgment of the Majority Banks, has had or Such other related documents as LENDER may be expected to have a Materially Adverse Effect on the business, assets or financial condition of the Borrower or any of its Subsidiariesrequire.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks each Lender to make each Advance after to be made by it (including the Agreement initial Advance) on each Borrowing Date is shall be subject to the fulfillment of each (or written waiver) of the following conditions; provided that the conditions immediately prior described in clauses (d) and (e) (other than a Default or Event of Default described in Section 6.01(i)) below need not be satisfied if the proceeds of the Advance are used to fund Revolving Collateral Loans or contemporaneously with such AdvanceDelayed Drawdown Collateral Loans then owned by the Borrower to fund the Revolving Reserve Account to the extent required under Section 8.04: (a) All subject to Section 2.02, the Administrative Agent must have received and approved an Approval Request for the loan(s) the Borrower intends to purchase with the proceeds of the Advance and such approval has not expired or been rescinded or the loan(s) the Borrower intends to purchase with the proceeds of the Advance must be on the current Approved List; (b) the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance (including the Borrowing Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.03; (c) immediately before and after the making of such Advance on the applicable Borrowing Date, the Minimum OC Coverage Test shall be satisfied (as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of Borrowing) and the Collateral Quality Test will be satisfied, maintained or improved; (d) each of the representations and warranties of the Borrower under this Agreement Borrower, the Investment Advisor and the other Loan Equityholder contained in the Facility Documents (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries), which, pursuant to Section 4.2 hereof, are made at and as of the time of such Advance, shall be true and correct at such time in all material respects, both before and after giving effect respects as of such Borrowing Date (except to the application extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date); provided that any representations of the proceeds Borrower, the Investment Advisor and the Equityholder contained in the Facility Documents that is already qualified by any materiality standard or a no Material Adverse Effect standard shall be true and correct in all respects as of such Borrowing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date as if made on such date) without regard to the materiality standard set forth in this clause (d); (e) no Default or Event of Default shall have occurred and be continuing at the time of the making of such Advance or shall result upon the making of such Advance, and ; (f) the Reinvestment Period shall not have terminated; and (g) immediately after giving effect to any updates to information provided to Advance of an Available Currency not denominated in Dollars, the Banks in accordance with Foreign Currency Advance Amount shall not exceed the terms of such representations and warranties, and no Default hereunder shall then exist or be caused thereby;Non-Dollar Sublimit; and (bh) With respect to Advances which, if funded, would increase the aggregate principal amount of the Loans outstanding hereunder, the Administrative Agent and the Banks shall have received a certificate of the Borrower stating that there is no default or event of default, and no event or condition exists which could give rise to any put right or other right of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and immediately after giving effect to such Advance, the proposed Advance Dollar Equivalent of the Loans hereunder. (c) With respect to Advances which, if funded, would increase the aggregate outstanding principal amount of Loans outstanding hereunder, the Administrative Agent shall have received a duly executed Request for Advance and a Use of Proceeds Letter; (d) Each balance of the Administrative Agent and Advances shall not exceed an amount equal to the Banks shall have received all such other certificates, reports, statements, opinions of counsel (if such Advance is in connection with an Acquisition) or other documents as the Administrative Agent or any Bank may reasonably request; (e) With respect to any Advance relating to any Acquisition or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and the Banks shall have received such documents and instruments relating to such Acquisition or formation of such new Subsidiary as are described in Section 5.13 hereof or otherwise required herein; and (f) No event shall have occurred and no condition shall exist which, in the judgment Dollar Equivalent of the Majority Banks, has had or may be expected to have a Materially Adverse Effect on the business, assets or financial condition of the Borrower or any of its SubsidiariesMaximum Facility Amount.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation Subject to Sections 2.2 hereof and to satisfaction of the Banks to conditions set forth in Section 4.1 hereof, the Borrower acknowledges that the Lender shall not make each the initial or any other Advance after the Agreement Date is subject to the fulfillment of unless each of the following conditions immediately prior are also satisfied, all in form and substance satisfactory to or contemporaneously with such Advancethe Lender: (a) All The Borrower shall have timely delivered to the Lender a Request for Advance as provided in Section 2.3(a) hereof and the documents required under Section 5.3(a) thereof, (b) As of the date of the proposed Advance: (i) The representations and warranties of the Borrower under made in or in connection with this Agreement Agreement, the Escrow Agreement, the Note and the other Loan Documents (includingGuaranty shall be true, without limitation, correct and complete in all representations and warranties with respect to the Borrower's Subsidiaries), which, pursuant to Section 4.2 hereof, are made at material respects on and as of that date to the time same extent as though made on and as of that date, and the Lender shall have received an Officer's Certificate of the Borrower, dated such Advancedate, certifying to such matters; (ii) No event, condition or act shall have occurred and be true continuing or would result from or occur after the making of the proposed Advance which would constitute a Default or an Event of Default, and correct at the Lender shall have received an Officer's Certificate of the Borrower, dated such time date, certifying to such matters; (iii) The Borrower shall have performed in all material respects, both respects all agreements and satisfied all conditions which this Agreement provides shall be performed by it on or before and after giving effect to the application of the proceeds of such Advance, and after giving effect to any updates to information provided to the Banks in accordance with the terms of such representations and warranties, and no Default hereunder shall then exist or be caused therebydate; (biv) With respect No order, judgment or decree of any court, arbitrator or governmental authority or regulatory body shall purport to Advances whichenjoin or restrain the Lender from making the applicable Advance; and (v) There shall not be pending or, if funded, would increase to the aggregate principal amount of the Loans outstanding hereunder, the Administrative Agent and the Banks shall have received a certificate knowledge of the Borrower stating that there is no default threatened, any action, suit, proceeding, or event investigation of defaultany governmental authority or regulatory body or any arbitration against or affecting the Borrower the Guarantors or any of their respective properties which, in the opinion of the Lender, could reasonably be expected (a) to affect materially and no event adversely the business, operations, properties, assets or condition exists which could give rise (financial or otherwise) of either the Borrower or the Guarantors or (b) to any put right or other right of prepayment under, any of impair the agreements evidencing Indebtedness for Money Borrowed ability of the Borrower or the Guarantors to perform or of the Lender to enforce any of its Subsidiaries, both before and after giving effect to the proposed Advance of the Loans hereunderObligations. (c) With respect to Advances whichFacility A, if funded, would increase Sub-limit B and Facility C the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent Lender shall have received a duly executed Request copy of an Investor Take-Out Commitment, if applicable, relating to the Mortgage or Co-Op Loan to be financed by the Advances providing for Advance and a Use the purchase in full of Proceeds Letter;such Mortgage or Co-Op Loan. (d) Each The Lender shall have approved the Collateral relating to such Advance and the related Mortgage or Co-Op Loan in the manner provided in Section 5.3 hereof and all actions, if any, required to create, perfect, preserve and continue the security interest and lien of the Administrative Agent Lender in all Collateral then in existence or coming into existence with the making of such Advance shall have been duly authorized and taken and all recordings and filings (including, without limitation, the execution and filing of such UCC financing statements as the Lender may reasonably request) with governmental authorities or regulatory bodies and all actions with respect to such governmental authorities or regulatory bodies and all other Persons shall have been made or taken and completed, and the Banks Lender shall have received all such other certificates, reports, statements, opinions of counsel satisfactory evidence thereof. (if such e) If the Advance is to be used to finance a Mortgage or Co-Op Loan with respect to which the loan-to-value ratio (as determined by the Lender) exceeds eighty percent (80%), the Lender shall have received evidence satisfactory to it that the payment of all amounts due and payable with respect to such Mortgage or Co-Op Loan are insured to Lender's satisfaction pursuant to a private mortgage insurance policy issued by a reputable insurance company acceptable to the Lender, the proceeds of which shall have been assigned to the Lender as Collateral. (f) The handling fee referred to in connection with an AcquisitionSection 3.3 hereof shall have been paid. (g) or The Borrower shall have delivered to the Lender such other documents as the Administrative Agent or any Bank Lender may reasonably request;. (eh) With respect All legal matters shall be satisfactory to any Advance relating to any Acquisition or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and the Banks shall have received such documents and instruments relating to such Acquisition or formation of such new Subsidiary as are described in Section 5.13 hereof or otherwise required herein; and (f) No event shall have occurred and no condition shall exist which, in the judgment of the Majority Banks, has had or may be expected to have a Materially Adverse Effect on the business, assets or financial condition of the Borrower or any of its SubsidiariesLender.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of In addition to the Banks conditions precedent stated elsewhere herein, Lender shall not be obligated to make each any Advance after the Agreement Date is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: unless: (a) All of the representations and warranties of the Borrower under this Agreement contained in Article IV are true and the other Loan Documents (including, without limitation, correct in all representations and warranties with respect to the Borrower's Subsidiaries), which, pursuant to Section 4.2 hereof, are made at material respects on and as of the time date of such Advance as though made on and as of such date; (b) on the date of the Advance, shall be true and correct at such time in all material respects, both before and after giving effect to the application no Event of the proceeds of such Advance, and after giving effect to any updates to information provided to the Banks in accordance with the terms of such representations and warrantiesDefault, and no Default hereunder shall then exist or be caused thereby; (b) With respect to Advances event which, if fundedwith the lapse of time or notice or both, would increase could become an Event of Default, has occurred; (c) there shall have been no material adverse change, as determined by Lender in its reasonable judgment, in the financial condition or business of Borrower; (d) the sum of (i) the aggregate principal amount of outstanding under this Agreement plus (ii) the Loans outstanding hereunderrequested Advance, does not exceed the Administrative Agent and the Banks Maximum Principal Amount; (e) Lender shall have received a certificate an aged accounts receivable report of all accounts receivable of the Borrower stating that there is no default or event of defaultBorrower; (f) if requested by Lender, all Access Capital Claims shall have been fully paid, and no event or condition exists which could give rise to any put right or other right of prepayment under(if requested by Lender) Lender shall have received, any of the agreements evidencing Indebtedness Access Capital Release, (g) Lender has been fully reimbursed for Money Borrowed of the Borrower or any all of its Subsidiaries, both before legal and after giving effect to the proposed Advance of the Loans hereunder. (c) With respect to Advances which, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent shall have received a duly executed Request for Advance accounting costs and a Use of Proceeds Letter; (d) Each of the Administrative Agent and the Banks shall have received all such other certificates, reports, statements, opinions of counsel (if such Advance is expenses incurred in connection with the preparation, negotiation and entering into of the Loan Documents (or has elected, in its sole discretion, to consider any unpaid portion of such amounts an AcquisitionAdvance under this Agreement) or other documents as the Administrative Agent or any Bank may reasonably request; and (eh) With respect to any Advance relating to any Acquisition or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and the Banks Lender shall have received such documents other approvals, opinions, documents, certificates or evidences as Lender may reasonably request (in form and instruments relating substance reasonably satisfactory to such Acquisition or formation Lender). Each request for an Advance shall be deemed a representation by Borrower that the conditions of such new Subsidiary as are described in this Section 5.13 hereof or otherwise required herein; and (f) No event shall 3.2 have occurred and no condition shall exist which, in the judgment of the Majority Banks, has had or may be expected to have a Materially Adverse Effect on the business, assets or financial condition of the Borrower or any of its Subsidiariesbeen met.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks each Lender to make each Advance after to be made by it (including the Agreement initial Advance) on each Borrowing Date is shall be subject to the fulfillment of each (or written waiver) of the following conditions; provided that the conditions immediately prior described in clauses (d) and (e) (other than a Default or Event of Default described in Section 6.01(i)) below need not be satisfied if the proceeds of the Advance are used to fund Revolving Collateral Loans or contemporaneously with such AdvanceDelayed Drawdown Collateral Loans then owned by the Borrower to fund the Revolving Reserve Account to the extent required under Section 8.04: (a) All subject to Section 2.02, the Administrative Agent must have received and approved an Approval Request for the loan(s) the Borrower intends to purchase with the proceeds of the Advance and such approval has not expired or been rescinded or the loan(s) the Borrower intends to purchase with the proceeds of the Advance must be on the current Approved List; (b) the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance (including the Borrowing Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.03; (c) immediately before and after the making of such Advance on the applicable Borrowing Date, the Minimum OC Coverage Test shall be satisfied and each Class Minimum OC Coverage Test shall be satisfied (as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of Borrowing) and the Collateral Quality Test will be satisfied, maintained or improved; (d) each of the representations and warranties of the Borrower under this Agreement Borrower, the Servicer and the other Loan Equityholder contained in the Facility Documents (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries), which, pursuant to Section 4.2 hereof, are made at and as of the time of such Advance, shall be true and correct at such time in all material respects, both before and after giving effect respects as of such Borrowing Date (except to the application of the proceeds of such Advance, and after giving effect to any updates to information provided to the Banks in accordance with the terms of extent such representations and warranties, and no Default hereunder shall then exist or be caused thereby; (b) With respect to Advances which, if funded, would increase the aggregate principal amount of the Loans outstanding hereunder, the Administrative Agent and the Banks shall have received a certificate of the Borrower stating that there is no default or event of default, and no event or condition exists which could give rise warranties expressly relate to any put right or other right earlier date, in which case such representations and warranties shall be true and correct in all material respects as of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and after giving effect to the proposed Advance of the Loans hereunder. (c) With respect to Advances which, such earlier date as if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent shall have received a duly executed Request for Advance and a Use of Proceeds Letter; (d) Each of the Administrative Agent and the Banks shall have received all made on such other certificates, reports, statements, opinions of counsel (if such Advance is in connection with an Acquisition) or other documents as the Administrative Agent or any Bank may reasonably requestdate); (e) With respect to any Advance relating to any Acquisition no Default, Event of Default, Potential Servicer Removal Event or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and the Banks Servicer Removal Event shall have received such documents occurred and instruments relating to such Acquisition or formation be continuing at the time of the making of such new Subsidiary as are described in Section 5.13 hereof Advance or otherwise required hereinshall result upon the making of such Advance; (f) the Reinvestment Period shall not have terminated; and (fg) No event shall have occurred and no condition shall exist whichafter giving effect to such Advance, in the judgment aggregate outstanding principal balance of the Majority Banks, has had or may be expected to have a Materially Adverse Effect on Advances shall not exceed the business, assets or financial condition of the Borrower or any of its SubsidiariesMaximum Facility Amount.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks Purchasers to make each any Advance after the Agreement Date is subject to the fulfillment of each satisfaction of the following conditions immediately prior to or contemporaneously with such Advanceprecedent on each applicable Advance Funding Date: (a) All [Reserved]; (b) The Authority shall have delivered to the Administrative Agent a certificate signed by an Authorized Officer, dated the applicable Advance Funding Date, certifying as to the following as of such date: (i) the representations and warranties of the Borrower under Authority contained in this Agreement and the other Loan Documents (including, in each Related Document to which it is a party are true and correct in all material respects without limitation, all representations and warranties with respect to the Borrower's Subsidiaries), which, pursuant to Section 4.2 hereof, are duplication of any materiality qualifiers on such Advance Funding Date as though made at on and as of such Advance Funding Date, except to the time of extent any such Advance, representation or warranty relates specifically to an earlier date in which case such representation and warranty shall be true and correct at such time in all material respects, both before and after giving effect to the application respects without duplication of the proceeds any materiality qualifiers as of such Advance, and after giving effect to any updates to information provided to the Banks in accordance with the terms of such representations and warranties, and no Default hereunder shall then exist or be caused therebyearlier date; (bii) With no Material Event of Default has occurred and is continuing or, upon the funding of the related Advance, would occur; (iii) the principal amount of the Advance to be made on such Advance Funding Date (which, in the case of the 2022B Bonds, shall only apply to the Initial Advance with respect to Advances whichthe 2022B Bonds to be made on the Effective Date), if funded, would increase together with the aggregate principal amount of all Advances previously made, does not exceed, (A) with respect to the Loans outstanding hereunder2022A Bonds (x) the Aggregate 2022A Commitment Amount or (y) the aggregate principal amount of 2022A Bonds permitted to be issued under the Indenture or (b) with respect to the 2022B Bonds (i) the Initial Advance to be made by JPMorgan Chase Bank, National Association, as Purchaser, in the Administrative Agent full amount of the aggregate principal amount of 2022B Bonds to be issued under the Indenture; (iv) the aggregate of all Project Related Costs incurred to date and confirmation that the proceeds of such Advance will be used to pay Project Related Costs; (v) all Governmental Approvals which are required to have been obtained as of such Advance Funding Date by or on behalf of the Authority in order to implement the Project have been so obtained and are in full force and effect and the Banks shall have received a certificate Authority is in compliance with all such Governmental Approvals, and, to the knowledge of the Borrower stating Authority, no steps have been taken to revoke or cancel any such Governmental Approval, except to the extent in any such case that there is no default any failure to obtain, failure to maintain in full force and effect, non-compliance with, or event of default, and no event revocation or condition exists which could give rise to any put right or other right of prepayment undercancellation of, any such Governmental Approval does not have a Material Adverse Effect; and (vi) the estimated date of the agreements evidencing Indebtedness for Money Borrowed Completion of the Borrower or any of its Subsidiaries, both before Convention Center and after giving effect to the proposed Advance estimated date of the Loans hereunderCompletion of the Developer’s Phase 1A Infrastructure Improvements, in each case as reasonably determined by the Authority. (c) With respect to Advances which, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the The Administrative Agent shall not have received a duly executed Request for Advance and a Use written notice from Bond Counsel to the effect that any of Proceeds Letter;the opinions described in Section 4.01 may no longer be relied upon. (d) Each of With respect to the Administrative Agent and 2022A Bonds, the Banks Advance Funding Date shall have received all such other certificates, reports, statements, opinions of counsel (if such Advance is in connection with an Acquisition) occur on or other documents as prior to the Administrative Agent or any Bank may reasonably request;2022A Commitment Termination Date. (e) With respect The Bonds shall not be (i) assigned a specific rating by any rating agency or a CUSIP, (ii) registered with The Depository Trust Company or any other securities depository, (iii) issued pursuant to any Advance relating to any Acquisition type of official statement, private placement memorandum or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and the Banks shall have received such documents and instruments relating to such Acquisition other offering document or formation of such new Subsidiary as are described in Section 5.13 hereof (iv) placed or otherwise required herein; and (f) No event shall have occurred and no condition shall exist which, offered by a broker-dealer in the judgment capacity of the Majority Banks, has had an underwriter or may be expected to have a Materially Adverse Effect on the business, assets or financial condition of the Borrower or any of its Subsidiariesplacement agent.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks Lenders to make each Advance on or after the Agreement Date is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (ai) All all of the representations and warranties of the Borrower under this Agreement and the other Loan Documents (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries)Documents, which, pursuant to Section 4.2 hereof, are made at and as of the time of such Advance, shall be true and correct at such time in all material respects, both before and after giving effect to the application of the proceeds of such Advance, and after giving effect to any updates to information provided to the Banks Lenders in accordance with the terms of such representations and warrantiesthis Agreement, and (ii) no Default or Event of Default hereunder shall then exist or be caused thereby; (b) With respect to Advances which, if funded, would increase the aggregate principal amount of the Loans outstanding hereunder, the Administrative Agent and the Banks shall have received a certificate of the Borrower stating that there is no default or event of default, and no event or condition exists which could give rise to any put right or other right of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and after giving effect to the proposed Advance of the Loans hereunder. (c) With respect to Advances which, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent shall have received a duly executed Request for Advance and a Use of Proceeds Letterfor the Loans; (dc) Each the incumbency of the Authorized Signatories shall be as stated in the applicable certificate of incumbency contained in the certificates of the Borrower delivered to the Administrative Agent prior to or on the Agreement Date or as subsequently modified and reflected in a certificate of incumbency delivered to the Administrative Agent and the Banks shall have received all such other certificatesLenders having a Revolving Loan Commitment, reports, statements, opinions of counsel (if such Advance is in connection with an Acquisition) DDTL Commitment or other documents as the Administrative Agent or any Bank may reasonably request;Incremental Facility Commitment; and (ed) With with respect to any Advance relating to any Acquisition or the formation of any Restricted Subsidiary which is permitted hereunder, the Administrative Agent and the Banks Lenders having a Revolving Loan Commitment and, prior to the DDTL Commitment Termination Date, a DDTL Commitment shall have received such documents and instruments relating to such Acquisition or formation of such a new Restricted Subsidiary as are described in Section 5.13 5.10 hereof or otherwise required herein; and (f) No event shall have occurred and no condition shall exist which, in the judgment of the Majority Banks, has had or may be expected to have a Materially Adverse Effect on the business, assets or financial condition of the Borrower or any of its Subsidiaries.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks Lender to make each Advance after (including but not limited to the Agreement Date is initial Advance) will be subject to the fulfillment further conditions precedent that, on the date of each such Advance, before and immediately after giving effect thereto, the following statements must be true and correct, and the making by Borrower of the following conditions immediately prior to or contemporaneously with such Advance: (a) All of the representations applicable Borrowing Request will constitute Borrower’s representation and warranties of the Borrower under this Agreement and the other Loan Documents (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries), which, pursuant to Section 4.2 hereof, are made at warranty that on and as of the time date of such Borrowing Request and as of the date of the requested Borrowing, before and immediately after giving effect thereto, the following statements are and will be true and correct: (i) Lender shall have received a Date Down Endorsement from the Title Insurer effective as of the date of the Advance, shall ; (ii) The representations and warranties contained in Article IV of this Agreement are and will be true and correct at such time in all material respectsrespects as though made on and as of such date, both before unless such representations and after warranties are expressly stated to be made as of an earlier date; (iii) There shall have occurred no material adverse change in the condition or value of the Property, as defined in the Mortgage; (iv) After giving effect to the application of the proceeds of such requested Advance, and after giving effect to any updates to information provided to the Banks in accordance with the terms of such representations and warranties, and no Default hereunder shall then exist or Unused Commitment will not be caused thereby; less than zero; (b) With respect to Advances which, if funded, would increase the aggregate principal amount of the Loans outstanding hereunder, the Administrative Agent and the Banks shall have received a certificate of the Borrower stating that there is no default or event of default, and no event or condition exists which could give rise to any put right or other right of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and after giving effect to the proposed Advance of the Loans hereunder. (c) With respect to Advances which, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent shall have received a duly executed Request for Advance and a Use of Proceeds Letter; (d) Each of the Administrative Agent and the Banks shall have received all such other certificates, reports, statements, opinions of counsel (if such Advance is in connection with an Acquisition) or other documents as the Administrative Agent or any Bank may reasonably request; (e) With respect to any Advance relating to any Acquisition or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and the Banks shall have received such documents and instruments relating to such Acquisition or formation of such new Subsidiary as are described in Section 5.13 hereof or otherwise required herein; and (fv) No event shall have has occurred and no condition shall exist whichis continuing or would result from the requested Advance that constitutes or would constitute a Default or an Event of Default; (vi) The most recent financial statements delivered to Lender pursuant to Section 5.3 present fairly the financial position and results of operations of Borrower and the other Persons reported therein as of the date of, and for the periods presented in, such financial statements, and since the date of such financial statements there has not been any material adverse change in the judgment of the Majority Banks, has had or may be expected to have a Materially Adverse Effect on the business, assets or financial condition or operations of the Borrower or any the other Persons reported therein; and (vii) Borrower is and will be in compliance with all covenants contained in Articles V and VI of its Subsidiariesthis Agreement.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks Lenders to make each Advance which, if funded, would increase the aggregate principal amount of Loans outstanding after the Agreement Date Date, is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All of the representations and warranties of the Borrower under this Agreement and the other Loan Documents (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries), which, pursuant to Section 4.2 hereof, are made at and as of the time of such AdvanceAdvance (except to the extent previously fulfilled in accordance with the terms hereof and to the extent relating specifically to a specific prior date), shall be true and correct at such time in all material respects, both before and after giving effect to the application of the proceeds of such Advance, and after giving effect to any updates to information provided to the Banks Lenders in accordance with the terms of such representations and warranties, and no Default hereunder shall then exist or be caused thereby; (b) With respect to Advances which, if funded, would increase the aggregate principal amount of the Loans outstanding hereunder, the The Administrative Agent and the Banks Lenders shall have received a certificate of the Borrower stating that there is no default Default or event Event of default, and no event or condition exists which could give rise to any put right or other right of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its SubsidiariesDefault, both before and after giving effect to the proposed Advance of the Loans hereunder.; (c) With respect to Advances which, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the The Administrative Agent shall have received a duly executed Request for Advance and Advance, a Use of Proceeds LetterLetter and a Performance Certificate; (d) Each If such Advance is in connection with an Acquisition, each of the Administrative Agent and the Banks Lenders shall have received all such other certificates, reports, statements, opinions of counsel (if such Advance is in connection with an Acquisition) or other documents as the Administrative Agent or any Bank Lender may reasonably request;; and (e) With respect to any Advance in any way relating to any Acquisition or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and the Banks Lenders shall have received such documents and instruments instruments, if any, relating to such Acquisition the Acquisition, or the formation of such new Subsidiary Subsidiary, as are described in Section Sections 5.13 and 7.6 hereof or otherwise required herein; and (f) No event . The acceptance of proceeds of any Advance which would increase the aggregate principal amount of Loans outstanding shall have occurred be deemed to be a representation and no condition shall exist which, in warranty by the judgment of the Majority Banks, has had or may be expected Borrower as to have a Materially Adverse Effect compliance with this Section 3.2 on the business, assets or financial condition of the Borrower or date any of its Subsidiariessuch Loan is made.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks Lenders to make each Advance, including the initial Advance after hereunder (but excluding Advances, the Agreement Date proceeds of which are to reimburse (i) the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Bank for amounts drawn under a Letter of Credit), is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All of the representations and warranties of the Borrower Parties under this Agreement and the other Loan Documents (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries)Documents, which, pursuant to Section 4.2 hereof5.3, are made at and as of the time of such Advance, shall be true and correct at such time in all material respectsrespects (unless any such representation or warranty is qualified as to materiality, in which case such representation and warranty shall be true and correct in all respects and unless such representation or warranty is made as of an earlier date, in which case such representation and warranty shall have been true and correct in all material respects as of such earlier date) at such time, both before and after giving effect to the application of the proceeds of such the Advance, and after giving effect to any updates to information provided to the Banks in accordance with the terms of such representations and warranties, and no Default hereunder shall then exist or be caused thereby; (b) With respect Since December 26, 2010, there has occurred no event which has had or could reasonably be expected to Advances have a Materially Adverse Effect; (c) There shall not exist on the date of such Advance and after giving effect thereto, a Default or an Event of Default; (d) If, on or after the Agreement Date until the date of the first field exam by the Co-Collateral Agents after the Agreement Date, the Borrowers shall request an Advance which, if fundedtogether with all other Advances made and Letters of Credit issued before such requested Advance, would increase is in an aggregate amount in excess of $10,000,000, the aggregate principal amount Borrowers shall provide the Co-Collateral Agents written notice at least fifteen (15) days prior to the date of the Loans outstanding hereunderrequested Advance and the opportunity to conduct a field exam of the Borrowers’ Accounts during such fifteen (15) day period; (e) If either (i) Availability is less than the Availability Trigger Amount during any Testing Trigger Period or (ii) since the date of the most recent Advance or issuance of Letter of Credit (including the initial Advance and initial issuance of Letter of Credit, as applicable), the Administrative Agent Transaction Conditions (Undrawn) are relied upon at any time during the period of time beginning with the first day of the fiscal quarter ended immediately preceding the requested date of a new Advance to and the Banks shall including such requested date of borrowing, by any Borrower Party to permit a transaction or event which would otherwise have received not been permitted under Sections 8.1, 8.2, 8.4, 8.5, 8.7 or 8.13 of this Agreement, then a certificate of the Borrower stating Parties certifying as to compliance, after giving effect to such requested Advance, with the Fixed Charge Coverage Ratio, including arithmetical calculations required to determine the same, as set forth in Section 8.8 (notwithstanding that there is no default or event compliance with the Financial Covenants may not, as of defaultsuch date, and no event or condition exists be required pursuant to the terms hereof) shall be delivered to the Administrative Agent with the applicable Request for Advance; (f) The most recent Borrowing Base Certificate which could give rise shall have been delivered to any put right or other right of prepayment underthe Co-Collateral Agents pursuant to Section 7.5(a) shall demonstrate that, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and after giving effect to the proposed Advance making of the Loans hereunder. (c) With respect to Advances whichsuch Advance, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent no Overadvance shall have received a duly executed Request for Advance and a Use of Proceeds Letterexist; (dg) Each of the The Administrative Agent and the Banks shall have received all such other certificates, reports, statements, opinions of counsel (if such Advance is in connection with an Acquisition) counsel, or other documents as the Administrative Agent or any Bank may reasonably request;request in their respective Permitted Discretion and all other conditions to the making of such Advance which are set forth in this Agreement shall have been fulfilled; and (eh) With respect Unless otherwise consented to any Advance relating to any Acquisition or the formation of any Subsidiary which is permitted hereunder, in writing by the Administrative Agent and the Banks shall have received such documents and instruments relating to such Acquisition Majority Lenders, none of the events or formation of such new Subsidiary as are conditions described in Section 5.13 hereof 9.1(g) or otherwise required herein(h) shall then exist with respect to any Borrower Party or any Subsidiary of any Borrower Party; and provided that, notwithstanding the consent of the Administrative Agent and the Majority Lenders, no Advance shall be permitted in such instance if the proceeds thereof directly or indirectly fund any Borrower Party, or Subsidiary thereof, as to which any of the events or conditions described in Section 9.1(g) or (fh) No event shall have occurred exist, except to the extent permitted and no condition shall exist whichmade as an Investment pursuant to Section 8.5. Each Borrower hereby agrees that the delivery of any Request for Advance hereunder or any telephonic request for an Advance hereunder shall, in each case, be deemed to be the judgment certification of the Majority Banks, has had or may be expected to have a Materially Adverse Effect on the business, assets or financial condition Authorized Signatory thereof that all of the Borrower conditions set forth in this Section 4.2 have been satisfied. Notwithstanding the foregoing, if the conditions, or any of its Subsidiariesthem, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.2(c).

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation making of the Banks to make each Advance after by Xxxxxx xxxxxxxxx (including the Agreement Date initial Advance) is subject to the fulfillment of each satisfaction of the following conditions immediately prior to or contemporaneously with such Advanceprecedent: (a) All With respect to the initial Advance, Lender shall have received (a) evidence satisfactory to Lender of the establishment of the Collection Account with the Account Bank and Lender shall have received the Deposit Account Control Agreements, each duly executed and delivered by the parties thereto; and (b) the Closing Fee (to be deducted from the initial Advance); (b) Lender or its designee shall have received on or before the related Funding Date: (i) the Computer Tape with respect to all relevant Receivables, delivered pursuant to Section 3.3(a) along with the Receivable Schedule with respect to Eligible Receivables for which a Borrowing is requested; (ii) a certificate executed by Xxxxxxxx and the Servicer in the form of Exhibit E attached hereto showing a true and correct calculation of the Borrowing Base as of such Funding Date (“Borrowing Base Certificate”); (iii) a certificate, executed by an Authorized Officer of Borrower, certifying that the conditions set forth in Section 3.2(c) have been satisfied; and (iv) such certificates, or other documents as Lender may reasonably request; (c) All representations and warranties of the Borrower under in this Agreement and the all other Loan Documents that are not subject to materiality qualifications shall be true and correct in all material respects as of such Funding Date as if made on such date and all representations and warranties in this Agreement and all other Loan Documents that are subject to materiality qualifications shall be true and correct in all respects as of such Funding Date as if made on such date; Borrower shall be in compliance with the terms and conditions set forth herein; no Default, Event of Default or Trigger Event shall have occurred and be continuing or shall occur as a result of the making of such Advance; and the making of such Advance shall not cause a violation of the portfolio concentration limits set forth in Exhibit B; (d) With respect to the initial Advance, Lender shall have received the insurance certificates described in Section 6.23; (e) Lender or its designee shall have received any other documents requested by Xxxxxx; (f) Borrower (or Seller) shall have delivered to the Custodian all documents related to each Receivable in accordance with Section 3.3(b) and the provisions of the Servicing Agreement; (g) Lender or its designee shall have received the Collateral Receipt with respect to the documents delivered pursuant to Section 3.2(f) above; (h) Borrower shall have marked or caused the Servicer to have marked the related provisions of its loan servicing system evidencing the Receivables with the following legend: “THE RECEIVABLES DESCRIBED HEREIN HAVE BEEN (A) SOLD TO CREDOVA SPV I, LLC PURSUANT TO A MASTER RECEIVABLES PURCHASE AND SALE AGREEMENT, DATED AS OF DECEMBER 7, 2018, BETWEEN CREDOVA HOLDINGS, LLC, AS SELLER, AND CREDOVA SPV I, LLC, AS PURCHASER, AND (B) PLEDGED TO PFM CREDIT RECOVERY FUND I, LLC PURSUANT TO A LOAN AND SECURITY AGREEMENT, DATED AS OF DECEMBER 7, 2018, BETWEEN CREDOVA SPV I, LLC, AS BORROWER, AND PFM CREDIT RECOVERY FUND I, LLC, AS LENDER”; (i) To the extent applicable, each secured party shall have released all of its right, title and interest in, to and under such Receivable (including, without limitation, all representations any security interest that such secured party or secured party’s agent may have by virtue of its possession, custody or control thereof) and warranties with respect to the Borrower's Subsidiaries)extent applicable, which, pursuant to Section 4.2 hereof, are has filed UCC termination statements in respect of any UCC filings made at and as of the time in respect of such AdvanceReceivable, shall be true and correct at each such time in all material respectsrelease and UCC termination statement or other evidence of release and termination satisfactory to Lender has been delivered to Lender and if applicable, both before and after giving effect to the application of the proceeds of such Advance, and after giving effect to any updates to information provided to the Banks in accordance with the terms of such representations and warranties, and no Default hereunder shall then exist or be caused therebyappropriate custodian; (bj) With respect to Advances which, if funded, would increase the aggregate principal amount of the Loans outstanding hereunder, the Administrative Agent and the Banks Lender shall have received a certificate of the Borrower stating that there is no default Amendment Fee on or event of defaultprior to December 9, and no event or condition exists which could give rise to any put right or other right of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and after giving effect to the proposed Advance of the Loans hereunder. (c) With respect to Advances which, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent shall have received a duly executed Request for Advance and a Use of Proceeds Letter; (d) Each of the Administrative Agent and the Banks shall have received all such other certificates, reports, statements, opinions of counsel (if such Advance is in connection with an Acquisition) or other documents as the Administrative Agent or any Bank may reasonably request; (e) With respect to any Advance relating to any Acquisition or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and the Banks shall have received such documents and instruments relating to such Acquisition or formation of such new Subsidiary as are described in Section 5.13 hereof or otherwise required herein2021; and (fk) No event shall have occurred and no condition shall exist which, Satisfaction of all conditions precedent to each Purchase set forth in the judgment Section 3.2 of the Majority Banks, has had or may be expected to have a Materially Adverse Effect on the business, assets or financial condition of the Borrower or any of its SubsidiariesPurchase Agreement.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks Lenders to make each Advance, including the initial Advance after hereunder (but excluding Advances, the Agreement Date proceeds of which are to reimburse (i) the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Bank for amounts drawn under a Letter of Credit), is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All of the representations and warranties of the Borrower Parties under this Agreement and the other Loan Documents (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries)Documents, which, pursuant to Section 4.2 hereof5.2, are made at and as of the time of such Advance, shall be true and correct at such time in all material respects (unless any such representation or warranty is qualified as to materiality, in which case such representation and warranty shall be true and correct in all respects) at such time, both before and after giving effect to the application of the proceeds of such the Advance, and after giving effect to any updates to information provided to the Banks in accordance with the terms of such representations and warranties, and no Default hereunder shall then exist or be caused thereby; (b) With respect Since September 30, 2009, there has occurred no event which has had or could reasonably be expected to Advances whichhave a Materially Adverse Effect; (c) There shall not exist on the date of such Advance and after giving effect thereto, if funded, would increase the aggregate principal amount a Default or an Event of the Loans outstanding hereunder, the Default; and (d) The Administrative Agent and the Banks shall have received a certificate of the Borrower stating that there is no default or event of default, and no event or condition exists which could give rise to any put right or other right of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and after giving effect to the proposed Advance of the Loans hereunder. (c) With respect to Advances which, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent shall have received a duly executed Request for Advance and a Use of Proceeds Letter; (d) Each of the Administrative Agent and the Banks Lenders shall have received all such other certificates, reports, statements, opinions of counsel (if such Advance is in connection with an Acquisition) counsel, or other documents as the Administrative Agent or any Bank Lenders may reasonably request; (e) With respect request and all other conditions to any the making of such Advance relating to any Acquisition or which are set forth in this Agreement shall have been fulfilled. Each Borrower hereby agrees that the formation delivery of any Subsidiary which is permitted hereunder, the Administrative Agent and the Banks shall have received such documents and instruments relating to such Acquisition Request for Advance hereunder or formation of such new Subsidiary as are described in Section 5.13 hereof or otherwise required herein; and (f) No event shall have occurred and no condition shall exist whichany telephonic request for an Advance hereunder shall, in each case, be deemed to be the judgment certification of the Majority Banks, has had or may be expected to have a Materially Adverse Effect on the business, assets or financial condition Authorized Signatory thereof that all of the Borrower conditions set forth in this Section 4.2 have been satisfied. Notwithstanding the foregoing, if the conditions, or any of its Subsidiariesthem, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.2(c).

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks each Lender to make each Advance after to be made by it (including the Agreement initial Advance) on each Borrowing Date is shall be subject to the fulfillment of each (or written waiver) of the following conditions; provided that the conditions immediately prior described in clauses (d) and (e) (other than a Default or Event of Default described in Section 6.01(i)) below need not be satisfied if the proceeds of the Advance are used to fund Revolving Collateral Loans or contemporaneously with such AdvanceDelayed Drawdown Collateral Loans then owned by the Borrower to fund the Revolving Reserve Account to the extent required under Section 8.04: (a) All subject to Section 2.02, the Administrative Agent must have received and approved an Approval Request for the loan(s) the Borrower intends to purchase with the proceeds of the Advance and such approval has not expired or been rescinded or the loan(s) the Borrower intends to purchase with the proceeds of the Advance must be on the current Approved List; (b) the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance (including the Borrowing Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.03; (c) immediately before and after the making of such Advance on the applicable Borrowing Date, the Minimum OC Coverage Test shall be satisfied and each Class Minimum OC Coverage Test shall be satisfied (as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of Borrowing) and the Collateral Quality Test will be satisfied, maintained or improved; (d) each of the representations and warranties of the Borrower under this Agreement Borrower, the Servicer and the other Loan Equityholder contained in the Facility Documents (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries), which, pursuant to Section 4.2 hereof, are made at and as of the time of such Advance, shall be true and correct at such time in all material respects, both before and after giving effect respects as of such Borrowing Date (except to the application of the proceeds of such Advance, and after giving effect to any updates to information provided to the Banks in accordance with the terms of extent such representations and warrantieswarranties expressly relate to any earlier date, in which case such representations and no Default hereunder warranties shall then exist or be caused thereby; (b) With respect to Advances which, true and correct in all material respects as of such earlier date as if funded, would increase the aggregate principal amount made on such date); provided that any representations of the Loans outstanding hereunderBorrower, the Administrative Agent Servicer and the Banks Equityholder contained in the Facility Documents that is already qualified by any materiality standard or a no Material Adverse Effect standard shall have received a certificate be true and correct in all respects as of such Borrowing Date (except to the Borrower stating that there is no default or event of default, extent such representations and no event or condition exists which could give rise warranties expressly relate to any put right or other right earlier date, in which case such representations and warranties shall be true and correct as of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and after giving effect such earlier date as if made on such date) without regard to the proposed Advance of the Loans hereunder. (c) With respect to Advances which, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent shall have received a duly executed Request for Advance and a Use of Proceeds Letter; materiality standard set forth in this clause (d) Each of the Administrative Agent and the Banks shall have received all such other certificates, reports, statements, opinions of counsel (if such Advance is in connection with an Acquisition) or other documents as the Administrative Agent or any Bank may reasonably request); (e) With respect to any Advance relating to any Acquisition no Default, Event of Default, Potential Servicer Removal Event or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and the Banks Servicer Removal Event shall have received such documents occurred and instruments relating to such Acquisition or formation be continuing at the time of the making of such new Subsidiary as are described in Section 5.13 hereof Advance or otherwise required herein; andshall result upon the making of such Advance; (f) No event the Reinvestment Period shall not have occurred terminated; and no condition shall exist which, in the judgment of the Majority Banks, has had or may be expected to have a Materially Adverse Effect on the business, assets or financial condition of the Borrower or any of its Subsidiaries.USActive 58363225.2

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks Lenders to make each Advance, including the initial Advance after hereunder (but excluding Advances, the Agreement Date proceeds of which are to reimburse (i) the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances, or (iii) an Issuing Bank for amounts drawn under a Letter of Credit), is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All of the representations and warranties of the Borrower Parties under this Agreement and the other Loan Documents (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries)Documents, which, pursuant to Section 4.2 hereof5.5, are made at and as of the time of such Advance, shall be true and correct at such time in all material respectstime, both before and after giving effect to the application of the proceeds of such Advance; (b) The incumbency of the Authorized Signatories of the Borrower shall be as stated in the certificate of incumbency contained in the certificate of the Borrower delivered pursuant to Section 4.1(a) or as subsequently modified and reflected in a certificate of incumbency delivered to the Administrative Agent; (c) The most recent Borrowing Base Certificate which shall have been delivered to the Administrative Agent pursuant to Section 7.5(a) shall demonstrate that, after giving effect to the making of such Advance, no Overadvance shall exist; (d) There shall not exist on the date of such Advance, and after giving effect to the application of the proceeds of such Advance, a Default or an Event of Default; and (e) So long as any updates to information provided of the Senior Notes (2004) or the Senior Notes (2006) remain outstanding, the Borrower shall have entered into the Refinancing Notes Escrow Agreement and deposited into an account subject to the Banks in accordance with Refinancing Notes Escrow Agreement an amount equal to the terms lesser of such representations (i) the Net Cash Proceeds received by the Borrower from the issuance of the Senior Notes (2013) and warrantiesthe Refinancing Notes, if any, and no Default hereunder shall then exist or be caused thereby; (bii) With respect to Advances which, if funded, would increase the aggregate principal amount of the Loans outstanding hereunder, the Administrative Agent Senior Notes (2004) and the Banks shall have received a certificate of the Borrower stating that there is no default or event of default, and no event or condition exists which could give rise to any put right or other right of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and after giving effect to the proposed Advance of the Loans hereunder. Senior Notes (c) With respect to Advances which, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent shall have received a duly executed Request for Advance and a Use of Proceeds Letter; (d) Each of the Administrative Agent and the Banks shall have received all such other certificates, reports, statements, opinions of counsel (if such Advance is in connection with an Acquisition) or other documents as the Administrative Agent or any Bank may reasonably request; (e) With respect to any Advance relating to any Acquisition or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and the Banks shall have received such documents and instruments relating to such Acquisition or formation of such new Subsidiary as are described in Section 5.13 hereof or otherwise required herein; and (f) No event shall have occurred and no condition shall exist which, in the judgment of the Majority Banks, has had or may be expected to have a Materially Adverse Effect on the business, assets or financial condition of the Borrower or any of its Subsidiaries.2006)

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks each Lender to make each Advance after to be made by it (including the Agreement initial Advance) on each Borrowing Date is shall be subject to the fulfillment of each (or written waiver) of the following conditions; provided that the conditions immediately prior described in clauses (d) and (e) (other than a Default or Event of Default described in Section 6.01(i)) below need not be satisfied if the proceeds of the Advance are used to fund Revolving Collateral Loans or contemporaneously with such AdvanceDelayed Drawdown Collateral Loans then owned by the Borrower to fund the Revolving Reserve Account to the extent required under Section 8.04: (a) All subject to Section 2.02, the Administrative Agent must have received and approved an Approval Request for the loan(s) the Borrower intends to purchase with the proceeds of the Advance and such approval has not expired or been rescinded or the loan(s) the Borrower intends to purchase with the proceeds of the Advance must be on the current Approved List; (b) the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance (including the Borrowing Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.03; (c) immediately before and after the making of such Advance on the applicable Borrowing Date, the Minimum OC Coverage Test shall be satisfied and each Class Minimum OC Coverage TestTests shall be satisfied (as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of Borrowing) and the Collateral Quality Test will be satisfied, maintained or improved; (d) each of the representations and warranties of the Borrower under this Agreement Borrower, the Servicer and the other Loan Equityholder contained in the Facility Documents (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries), which, pursuant to Section 4.2 hereof, are made at and as of the time of such Advance, shall be true and correct at such time in all material respects, both before and after giving effect respects as of such Borrowing Date (except to the application extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date); (e) no Default, Event of Default, Potential Servicer Removal Event or Servicer Removal Event shall have occurred and be continuing at the time of the proceeds making of such Advance or shall result upon the making of such Advance, and ; (f) the Reinvestment Period shall not have terminated; (g) after giving effect to any updates to information provided to Advance of an Available Currency not denominated in Dollars, the Banks in accordance with the terms Dollar Equivalent of such representations and warranties, and no Default hereunder shall then exist or be caused thereby; (b) With respect to Advances which, if funded, would increase the aggregate principal amount of all Advances denominated in an Available Currency other than Dollars shall not exceed the Loans outstanding hereunder, the Administrative Agent and the Banks shall have received a certificate of the Borrower stating that there is no default or event of default, and no event or condition exists which could give rise to any put right or other right of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and Non-Dollar Sublimit; (h) after giving effect to such Advance, the proposed Advance Dollar Equivalent of the Loans hereunder. (c) With respect to Advances which, if funded, would increase the aggregate outstanding principal amount of Loans outstanding hereunder, the Administrative Agent shall have received a duly executed Request for Advance and a Use of Proceeds Letter; (d) Each balance of the Administrative Agent and Advances shall not exceed an amount equal to the Banks shall have received all such other certificates, reports, statements, opinions Dollar Equivalent of counsel (if such Advance is in connection with an Acquisition) or other documents as the Administrative Agent or any Bank may reasonably request; (e) With respect to any Advance relating to any Acquisition or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and the Banks shall have received such documents and instruments relating to such Acquisition or formation of such new Subsidiary as are described in Section 5.13 hereof or otherwise required hereinMaximum Facility Amount; and (fi) No event after giving effect to such Advance, the Dollar Equivalent of the aggregate outstanding principal balance of the Advances shall have occurred and no condition shall exist whichnot exceed an amount equal to the Dollar Equivalent of the sum of: (i) the Aggregate Net Collateral Balance, minus (ii) the Minimum Equity Amount, plus (iii) the aggregate amounts on deposit in the judgment of the Majority Banks, has had or may be expected to have a Materially Adverse Effect on the business, assets or financial condition of the Borrower or any of its SubsidiariesPrincipal Collection Subaccount constituting Principal Proceeds.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks Lenders to make each Advance, including the initial Advance after hereunder (but excluding Advances, the Agreement Date proceeds of which are to reimburse (i) the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Banks for amounts drawn under a Letter of Credit), is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All of the representations and warranties of the Borrower Parties under this Agreement and the other Loan Documents (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries)Documents, which, pursuant to Section 4.2 hereof5.4, are made at and as of the time of such Advance, shall be true and correct at such time in all material respectsrespects (without duplication of any materiality qualifier contained therein) at such time, both before and after giving effect to the application of the proceeds of such the Advance, and after giving effect to any updates to information provided to the Banks in accordance with the terms of such representations and warranties, and no Default hereunder shall then exist or be caused thereby; (b) With respect Since January 28, 2012, there shall have been no change that has had or could be reasonably expected to Advances whichhave a Materially Adverse Effect; (c) There shall not exist on the date of such Advance and after giving effect thereto, if funded, would increase the aggregate principal amount of the Loans outstanding hereunder, the a Default; and (d) The Administrative Agent and the Banks shall have received a certificate of the Borrower stating that there is no default or event of default, and no event or condition exists which could give rise to any put right or other right of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and after giving effect to the proposed Advance of the Loans hereunder. (c) With respect to Advances which, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent shall have received a duly executed Request for Advance and a Use of Proceeds Letter; (d) Each of the Administrative Agent and the Banks Lenders shall have received all such other certificates, reports, statements, opinions of counsel (if such Advance is in connection with an Acquisition) counsel, or other documents as the Administrative Agent or any Bank Lenders may reasonably request; (e) With respect request and all other conditions to any the making of such Advance relating to any Acquisition or which are set forth in this Agreement shall have been fulfilled. The Borrowers hereby agree that the formation delivery of any Subsidiary which is permitted hereunder, Request for Advance hereunder or any telephonic request for an Advance hereunder shall be deemed to be the Administrative Agent and the Banks shall have received such documents and instruments relating to such Acquisition or formation of such new Subsidiary as are described in Section 5.13 hereof or otherwise required herein; and (f) No event shall have occurred and no condition shall exist which, in the judgment certification of the Majority Banks, has had or may be expected to have a Materially Adverse Effect on the business, assets or financial condition Authorized Signatory thereof that all of the Borrower conditions set forth in this Section 4.2 have been satisfied. Notwithstanding the foregoing, if the conditions, or any of its Subsidiariesthem, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks each Lender to make each Advance after to be made by it (including the Agreement initial Advance) on each Borrowing Date is shall be subject to the fulfillment of each (or waiver) of the following conditions; provided that the conditions immediately prior described in clauses (d) and (e) (other than a Default or Event of Default described in Section 6.01(i)) below need not be satisfied if the proceeds of the Advance are used to fund Revolving Collateral Loans or contemporaneously with such Advance:Delayed Drawdown Collateral Loans then owned by the Borrower to fund the Revolving Reserve Account to the extent required under Section 8.04; (a) All subject to Section 2.02, the Administrative Agent has received and approved an Approval Request for the Collateral Loan(s) the Borrower intends to purchase with the proceeds of such Advance or the Collateral Loan the Borrower intends to purchase with the proceeds of the Advance must be on the current Approved List and such inclusion on the Approved List; provided that, in each case, such approval has not expired, been withdrawn, been deemed to be rejected or been rescinded in accordance with Section 2.02; (b) the Administrative Agent and, if a Swingline Advance is requested, the Swingline Lender, shall have received a Notice of Borrowing with respect to such Advance (including the Borrowing Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.03; (c) immediately before and after the making of such Advance on the applicable Borrowing Date, each Coverage Test shall be satisfied (as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of Borrowing); (d) each of the representations and warranties of the Borrower under this Agreement Borrower, the Servicer and the other Loan Equityholder contained in the Facility Documents (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries), which, pursuant to Section 4.2 hereof, are made at and as of the time of such Advance, shall be true and correct at such time in all material respects, both before and after giving effect respects as of such Borrowing Date (except to the application extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date); (e) no Default, Event of Default or Servicer Event of Default shall have occurred and be continuing at the time of the proceeds making of such Advance or shall result upon the making of such Advance, and ; (f) the Reinvestment Period has not terminated; (g) after giving effect to any updates to information provided to Advance of an Available Currency not denominated in Dollars, the Banks in accordance with Foreign Currency Advance Amount shall not exceed the terms of such representations and warranties, and no Default hereunder shall then exist or be caused thereby;Non-Dollar Sublimit; and (bh) With respect after giving effect to Advances whichany Swingline Advance, if funded, would increase the aggregate principal amount of Swingline Advances outstanding shall not exceed the Loans outstanding hereunder, the Administrative Agent and the Banks shall have received a certificate of the Borrower stating that there is no default or event of default, and no event or condition exists which could give rise to any put right or other right of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and Swingline Maximum Funding Amount; and (i) (h) after giving effect to such Advance, the proposed Advance Dollar Equivalent of the Loans hereunder.aggregate outstanding principal balance of the Advances shall not exceed the lesser of (x) an amount equal to the Dollar Equivalent of the Maximum Facility Amount and (y) an amount equal to: (ci) With respect to Advances whichthe Aggregate Net Collateral Balance, if fundedminus (ii) the Minimum Equity Amount, would increase plus USActive 56468589.1056468589.17 (iii) the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent shall have received a duly executed Request for Advance and a Use of Proceeds Letter; (d) Each of the Administrative Agent and the Banks shall have received all such other certificates, reports, statements, opinions of counsel (if such Advance is in connection with an Acquisition) or other documents as the Administrative Agent or any Bank may reasonably request; (e) With respect to any Advance relating to any Acquisition or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and the Banks shall have received such documents and instruments relating to such Acquisition or formation of such new Subsidiary as are described in Section 5.13 hereof or otherwise required herein; and (f) No event shall have occurred and no condition shall exist which, amounts on deposit in the judgment of the Majority Banks, has had or may be expected to have a Materially Adverse Effect on the business, assets or financial condition of the Borrower or any of its SubsidiariesPrincipal Collection Subaccount constituting Principal Proceeds.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks Lenders to make each Advance after (including the Agreement Date initial Advance hereunder and including any Advance of the Swing Loans) is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All of the representations and warranties of made by or with respect to Holdco, the Borrower and the Designated Subsidiaries, or any of them, under this Agreement and the other Loan Documents (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries)Documents, which, pursuant to Section 4.2 5.2 hereof, are made at and as of the time of such Advance, shall be true and correct at such time in all material respects, both before and after giving effect to the application of the proceeds of such Advance; (b) There shall not exist, on the date of the making of such Advance and after giving effect to any updates to information provided to the Banks in accordance with the terms proceeds of such representations and warrantiesAdvance, a Default or Event of Default hereunder, and no Default hereunder shall then exist the Administrative Agent, or be caused thereby; (b) With respect to Advances which, if funded, would increase in the aggregate principal amount case of the Loans outstanding hereundera Swing Loan, the Administrative Agent and the Banks Swing Loan Lender, shall have received a certificate Request for Advance or Swing Loan Request, as applicable, signed by an Authorized Signatory of the Borrower stating that there is no default so certifying, which Request for Advance or event of defaultSwing Loan Request, and no event or condition exists which could give rise to any put right or other right of prepayment underas applicable, any of shall also (i) certify the agreements evidencing Indebtedness for Money Borrowed of Borrower's compliance with the Borrower or any of its SubsidiariesFinancial Covenants, both (ii) provide calculations demonstrating the Borrower's compliance with Section 9.1 hereof before and after giving effect to the proposed such Advance and (iii) certify that each of the Loans hereunder. (c) With respect to Advances whichSBC Lease Documents is in full force and effect or, if fundedany of SBC Lease Documents has been terminated, would increase the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent shall have that Holdco has received a duly executed Request for Advance and a Use of Proceeds Letter; all amounts required to be paid to Holdco pursuant to Section 14.1 (dor any similar provision) Each of the Administrative Agent SBC Agreement to Sublease and such amounts have been applied to prepay the Banks shall have received all such other certificates, reports, statements, opinions of counsel (if such Advance is in connection with an AcquisitionLoans as and to the extent required pursuant to Section 2.7(d) or other documents as the Administrative Agent or any Bank may reasonably request; (e) With respect to any Advance relating to any Acquisition or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and the Banks shall have received such documents and instruments relating to such Acquisition or formation of such new Subsidiary as are described in Section 5.13 hereof or otherwise required herein; and (f) No event shall have occurred and no condition shall exist which, in the judgment of the Majority Banks, has had or may be expected to have a Materially Adverse Effect on the business, assets or financial condition of the Borrower or any of its Subsidiarieshereof.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks Lenders to make each Advance on or after the Agreement Date is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All all of the representations and warranties of the Borrower Borrowers under this Agreement and the other Loan Documents (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries)Documents, which, pursuant to Section 4.2 hereof, are made at and as of the time of such Advance, shall be true and correct at such time in all material respects, both before and after giving effect to the application of the proceeds of such Advance, and after giving effect to any updates to information provided to the Banks Lenders in accordance with the terms of such representations and warrantiesthis Agreement, and no Default or Event of Default hereunder shall then exist or be caused thereby; (b) With respect to Advances which, if funded, would increase the aggregate principal amount of the Loans outstanding hereunder, the Administrative Agent and the Banks shall have received a certificate of the Borrower stating that there is no default or event of default, and no event or condition exists which could give rise to any put right or other right of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and after giving effect to the proposed Advance of the Loans hereunder. (c) With respect to Advances which, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent shall have received a duly executed Request for Advance for the Loans; (c) the incumbency of the Authorized Signatories shall be as stated in the applicable certificate of incumbency contained in the certificates of the Borrowers delivered to the Administrative Agent prior to or on the Agreement Date or as subsequently modified and reflected in a Use certificate of Proceeds Letterincumbency delivered to the Administrative Agent and the Lenders having a Revolving Loan Commitment or Incremental Facility Commitment; (d) Each of the Administrative Agent and the Banks shall have received all such other certificates, reports, statements, opinions of counsel (if such Advance is in connection with an Acquisition) or other documents as the Administrative Agent or any Bank may reasonably request; (e) With respect to any Advance relating to any Acquisition or the formation of any Restricted Subsidiary which is permitted hereunder, the Administrative Agent and the Banks Lenders having a Revolving Loan Commitment shall have received such documents and instruments relating to such Acquisition or formation of such a new Restricted Subsidiary as are described in Section 5.13 hereof or otherwise required herein; and (fe) No event with respect to any Advance with respect to a Revolving Loan Commitment, the Borrowers shall have occurred certify to the Administrative Agent and no condition shall exist which, in the judgment Lenders having a Revolving Loan Commitment that the cash balance on hand as of the Majority Banks, has had or may be expected to have a Materially Adverse Effect on the business, assets or financial condition date of such Advance of the Borrower or any Borrowers and their Restricted Subsidiaries shall not exceed (after giving effect to application of its Subsidiariesproceeds of such Advance which proceeds must be intended to be used within a reasonable period of time) $50,000,000.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks Lenders to make each Advance, including the initial Advance after hereunder (but excluding Advances, the Agreement Date proceeds of which are to reimburse (i) the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Bank for amounts drawn under a Letter of Credit), is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All of the representations and warranties of the Borrower Parties under this Agreement and the other Loan Documents (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries)Documents, which, pursuant to Section 4.2 hereof5.3, are made at and as of the time of such Advance other than those that are by their terms true only as of a date certain other than the date of such Advance, shall be true and correct at such time in all material respectstime, both before and after giving effect to the application of the proceeds of such the Advance, and after giving effect to any updates to information provided to the Banks in accordance with the terms of such representations and warranties, and no Default hereunder shall then exist or be caused thereby; (b) With respect to Advances which, if funded, would increase the aggregate principal amount The incumbency of the Loans outstanding hereunder, Authorized Signatories of each Borrower Party shall be as stated in the certificate of incumbency contained in the certificate of the Borrower delivered pursuant to Section 4.1(a) or as subsequently modified and reflected in a certificate of incumbency delivered to the Administrative Agent and the Banks Lenders; (c) The most recent Borrowing Base Certificate which shall have received a certificate of been delivered to the Borrower stating that there is no default or event of defaultAdministrative Agent pursuant to Section 7.5(a) shall demonstrate that, and no event or condition exists which could give rise to any put right or other right of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and after giving effect to the proposed making of such Advance (together with any other Advance made after the date of the Loans hereunder. (c) With respect to Advances whichsuch Borrowing Base Certificate), if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent no Overadvance shall have received a duly executed Request for Advance and a Use of Proceeds Letterexist; (d) Each Since the Agreement Date, there shall not have been any adverse change in the arrangements with the Borrower’s current floor plan suppliers, including, without limitation, acceptable credit limits and payment terms; (e) Since December 31, 2005, there shall have been no change that has had or would be reasonably expected to have a Material Adverse Effect; (f) There shall not exist on the date of such Advance and after giving effect thereto, a Default; (g) Such Advance shall be “Priority Bank Debt” as defined in the Subordinated Intercreditor Agreement; (h) All trade payables of the Borrower are being paid currently in the ordinary course of the Borrower’s business; and (i) The Administrative Agent and the Banks Lenders shall have received all such other certificates, reports, statements, opinions of counsel (if such Advance is in connection with an Acquisition) counsel, or other documents as the Administrative Agent or any Bank Lenders may reasonably request; (e) With respect request and all of the other conditions to any the making of such Advance relating to any Acquisition or which are set forth in this Agreement shall have been fulfilled. The Borrower hereby agrees that the formation delivery of any Subsidiary which is permitted hereunder, Request for Advance hereunder or any telephonic request for an Advance hereunder shall be deemed to be the Administrative Agent and the Banks shall have received such documents and instruments relating to such Acquisition or formation of such new Subsidiary as are described in Section 5.13 hereof or otherwise required herein; and (f) No event shall have occurred and no condition shall exist which, in the judgment certification of the Majority Banks, has had or may be expected to have a Materially Adverse Effect on the business, assets or financial condition Authorized Signatory thereof that all of the Borrower conditions set forth in this Section 4.2 have been satisfied. Notwithstanding the foregoing, if the conditions, or any of its Subsidiariesthem, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.2(c).

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks Lenders ------------------------------------ to make each Advance, including the initial Advance after the Agreement Date hereunder, is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All of the representations and warranties of the Borrower under this Agreement and the other Loan Documents (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries)Agreement, which, pursuant to Section 4.2 hereof, are made at and as of the time ----------- of such Advance, shall be true and correct at such time in all material respectstime, both before and after giving effect to the application of the proceeds of such the Advance, and after giving the Administrative Agent shall have received a Request for Revolving Credit Advance or other request for an Advance required hereunder, as appropriate, to that effect to any updates to information provided to dated the Banks in accordance with the terms date of such representations and warranties, and no Default hereunder shall then exist or be caused therebyAdvance; (b) With The incumbency of the Authorized Signatories shall be as stated in the certificate of incumbency contained in the certificate of the Borrower delivered pursuant to Section 3.1(a) hereof or as subsequently modified and reflected in a -------------- certificate of incumbency delivered to the Administrative Agent and the Lenders; (c) There shall not exist, on the date of the making of the Advance and after giving effect thereto, a Default or an Event of Default hereunder and, with respect to Advances which, if funded, would increase the aggregate principal amount of the Loans outstanding hereunder, the Administrative Agent and the Banks shall have received a certificate of the Borrower stating that there is no default or event of default, and no event or condition exists which could give rise to any put right or other right of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and after giving effect to the proposed Advance of the Loans hereunder. (c) With respect to Advances which, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent shall have received a duly executed Request for Revolving Credit Advance and a Use of Proceeds Letter;or other request for an Advance required hereunder, as appropriate, so stating; and (d) Each of The Borrower has provided to the Administrative Agent and the Banks shall have received Lenders all such other certificates, reports, statements, opinions of counsel (if such Advance is in connection with an Acquisition) or other documents as the Administrative Agent or any Bank Lender may reasonably request; . Notwithstanding the above, the obligation of each Lender to make a Revolving Credit Advance pursuant to Section 2.2(i) hereof shall be absolute and -------------- unconditional and shall not be affected by any circumstances, including, without limitation, (ei) With respect to any Advance relating to any Acquisition or the formation occurrence of any Subsidiary which is permitted hereunder, Default or Event of Default or (ii) the Administrative Agent and the Banks shall have received such documents and instruments relating to such Acquisition or formation of such new Subsidiary as are described in Section 5.13 hereof or otherwise required herein; and (f) No event shall have occurred and no condition shall exist which, in the judgment of the Majority Banks, has had or may be expected to have a Materially Adverse Effect on the business, assets or financial condition failure of the Borrower or to satisfy any of its Subsidiaries.condition set forth in this Article 3. ---------

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation obligations of the Banks Lender to make each Advance after the Agreement Date is are subject to the fulfillment of each satisfaction of the following additional conditions immediately prior to or contemporaneously with such Advanceprecedent: (a) All the Borrower shall have delivered to the Lender a Borrowing Request at least the requisite time prior to the requested date for the relevant Advance; and each statement or certification made in such Borrowing Request shall be true and correct in all material respects on the requested date for such Loan; (b) no Default or Event of Default shall exist or will occur as a result of the making of the requested Advance; (c) if reasonably requested by the Lender, the Borrower shall have delivered evidence reasonably satisfactory to the Lender substantiating any of the matters contained in this Agreement which are necessary to enable the Borrower to qualify for such Advance; (d) the Lender shall have received, reviewed, and approved such additional documents and items as described in Section 3.1 as may be reasonably requested by the Lender with respect to such Advance; (e) no Material Adverse Effect shall have occurred; (f) each of the representations and warranties of the Borrower under contained in this Agreement and the other Loan Documents (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries), which, pursuant to Section 4.2 hereof, are made at and as of the time of such Advance, shall be true and correct at such time in all material respects, both before respects and after giving effect shall be deemed to be repeated by the application of Borrower as if made on the proceeds of requested date for such Advance, and after giving effect to any updates to information provided to the Banks in accordance with the terms of such representations and warranties, and no Default hereunder shall then exist or be caused thereby; (bg) With respect to Advances which, if funded, would increase neither the aggregate principal amount consummation of the Loans outstanding hereundertransactions contemplated hereby nor the making of such Advance shall contravene, violate, or conflict with any Requirement of Law; (h) the Administrative Agent and the Banks Lender shall have received a certificate the payment of all fees payable by the Borrower hereunder and reimbursement for all reasonable fees and expenses of counsel to the Lender for which the Borrower is responsible pursuant to applicable provisions of this Agreement and for which invoices have been presented as of or prior to the date of the Borrower stating that there is no default or event of default, and no event or condition exists which could give rise to any put right or other right of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and after giving effect to the proposed Advance of the Loans hereunder. (c) With respect to Advances which, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent shall have received a duly executed Request for Advance and a Use of Proceeds Letter; (d) Each of the Administrative Agent and the Banks shall have received all such other certificates, reports, statements, opinions of counsel (if such Advance is in connection with an Acquisition) or other documents as the Administrative Agent or any Bank may reasonably request; (e) With respect to any Advance relating to any Acquisition or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and the Banks shall have received such documents and instruments relating to such Acquisition or formation of such new Subsidiary as are described in Section 5.13 hereof or otherwise required hereinrelevant Advance; and (fi) No event shall have occurred and no condition shall exist which, in all matters incident to the judgment consummation of the Majority Banks, has had or may transactions hereby contemplated shall be expected satisfactory to have a Materially Adverse Effect on the business, assets or financial condition of the Borrower or any of its SubsidiariesLender.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation At the time of the Banks to make making by the Lenders of each Advance (before as well as after the Agreement Date is subject giving effect to such Advance and to the fulfillment of each proposed use of the following conditions immediately prior to or contemporaneously with such Advance:proceeds thereof): (a) All The Arranger and the Administrative Agent shall have received a timely Notice of Borrowing from the Borrower in accordance with Article II; b) No Default or Event of Default shall have occurred and be continuing; c) Such Advance shall not cause the aggregate principal amount of all outstanding Advances to exceed the lesser of (i) the Commitment, and (ii) the then Maximum Availability Amount; d) Subject to the provisions of Section 5.5 hereof, all representations and warranties contained herein and incorporated herein by reference (other than representations and warranties which are expressly provided as being made only as of the Effective Date) shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Advance and the Borrower shall be in compliance in all material respects with all covenants and agreements contained in Article V hereof and elsewhere in this Agreement; e) There shall have been no Material Adverse Change and no Requirement of Law or Contractual Obligation of the Borrower under or any Subsidiary could reasonably be expected to result in a Material Adverse Change; f) No litigation, investigation or proceeding before or by any arbitrator or Governmental Authority shall be continuing or threatened against the Borrower or any of the officers or directors of any Subsidiary thereof in connection with this Agreement and the other Loan Documents which would result in a Material Adverse Change; g) the Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent: (includingi) prior to any Advance with respect to any Mortgaged Property (and, without limitationnotwithstanding anything to the contrary, all representations no portion of the Total Costs with respect to such Mortgaged Property shall be included in the computation of the Maximum Availability Amount unless the Administrative Agent shall have received): (1) such supporting documentation for Total Costs and warranties Estimated Operating Property Value of the Mortgaged Properties as the Administrative Agent may require, (2) Borrower's certificate to the effect that it has actually incurred the Total Costs for which it is seeking reimbursement with respect to the requested Advance, that such costs have not been made the basis for any other request for an Advance under this Agreement, that no Material Adverse Change has occurred since the immediately preceding Advance, and that the requested Advance will be used for (and only for) the Permitted Purpose, (3) a notice of title continuation or an endorsement to each title policy referred to in Section 3.3(a)(iii) dated no more than seven (7) days prior to the date of any such Advance, indicating that since the date of the last preceding Advance there has been no change in the state of title not theretofore approved by the Administrative Agent, which endorsement shall have the effect of redating such title policy to a date no more than seven (7) days prior to the date of any such Advance, and increasing the coverage thereof by an amount equal to at least the amount of the Advance then being made, together with Borrower's Subsidiaries)certificate dated on the date of any such Advance to the effect that there has been no change in the state of title since the date of such title continuation or endorsement or title policy, whichas the case may be, pursuant and the date of such Advance; or in the case of a New Mortgaged Property, a title policy as referred to in Section 4.2 hereof3.3(a)(iii) dated the date of any such Advance, are made at and (4) a Project Cost Report for such Mortgaged Property, dated as of the time date of the Notice of Borrowing, and (5) evidence that (A) the Borrower's sources and uses of funds are in balance with respect to Borrower's business in general, which evidence may be in the form of Exhibit U (B) the Borrower has adequate sources to make each Project under Development Construction Complete and (C) the Borrower has adequate sources to satisfy the Borrower's cash requirements; (ii) prior to any Advance with respect to any Acquisition Cost for any Mortgaged Property (and, notwithstanding anything to the contrary, no portion of the Total Costs with respect to such Mortgaged Property shall be included in the computation of the Maximum Availability Amount unless the Administrative Agent shall have received): (1) a Budget for such Mortgaged Property, together with a full copy of the material agreement(s) (together with all amendments thereto) pursuant to which such Mortgaged Property was acquired, certified by the Borrower as being true, complete and accurate; (2) Borrower's certification that, and evidence reasonably satisfactory to the Administrative Agent that, the zoning district in which the Mortgaged Property is located permits the development, use and operation of the Mortgaged Property as an extended stay facility, including ancillary facilities related thereto, and that all zoning, planning board and similar approvals required to be obtained under any Requirements of Law or Use Requirements for the development, use and operation of an extended stay facility, including ancillary facilities related thereto, on such Mortgaged Property have been obtained and are in full force and effect; (3) Borrower's certificate to the effect that the building permit and all other permits, authorizations and approvals required to be obtained under any Requirements of Law or Use Requirements for the construction and operation of an extended stay facility, including ancillary facilities related thereto, on such Mortgaged Property will be promptly and duly applied for, are capable of being obtained, and that Borrower will pursue the obtainment of such permits, authorizations and approvals with due diligence, and that the construction and operation of an extended stay facility, including ancillary facilities related thereto, on such Mortgaged Property shall at all times comply in all material respects with all applicable Requirements of Law and Use Requirements, and (4) Borrower's certification, and evidence reasonably satisfactory to the Administrative Agent, that Borrower is in compliance with subsection 5.3(v) hereof; and (iii) prior to any Advance with respect to any Direct Cost for any Mortgaged Property (and, notwithstanding anything to the contrary, no portion of the Direct Costs with respect to such Mortgaged Property shall be included in the computation of the Maximum Availability Amount unless the Administrative Agent shall have received): (1) Borrower's certification that the building permit and all other permits, authorizations and approvals then required to be obtained under any Requirements of Law or Use Requirements for the construction and operation of an extended stay facility, including ancillary facilities related thereto, on such Mortgaged Property (i.e., only to the extent such permits, authorizations and approvals are required to have been obtained for an extended stay facility and such ancillary facilities as constructed and/or operated as of the date of such Advance, shall be true ) have been obtained and correct at such time are in full force and effect in all material respects, both before and after giving effect ; (2) Borrower's certificate to the application effect that final plans and specifications (the "Plans and Specifications") for the construction of an extended stay facility, including ancillary facilities related thereto, on such Mortgaged Property have been duly filed with all Governmental Authorities having jurisdiction over the construction of such facility; (3) a Final Budget for such Mortgaged Property; and (4) prior to the first Advance with respect to any Direct Cost for any particular Mortgaged Property, Borrower's certificate to the effect that agreements with the general contractor and all major trade contractors and subcontractors required for the construction of an extended stay facility, including ancillary facilities related thereto, on such Mortgaged Property have been duly executed and delivered by all parties thereto and are in full force and effect. (iv) prior to the first Advance with respect to the Indirect Cost for any Mortgaged Property (and, notwithstanding anything to the contrary, no portion of the proceeds Indirect Costs with respect to such Mortgaged Property shall be included in the computation of such Advance, and after giving effect the Maximum Availability Amount unless the Administrative Agent shall have received): (1) with respect to any updates to information provided to the Banks Mortgaged Property which is not a Stabilized Project, Borrower's certification that construction shall commence in accordance with the Plans and Specifications for such Mortgaged Property not later than ninety (90) days of the first advance for Indirect Costs for such Mortgaged Property, and (2) all other documents required under clauses (i), (ii) and (iii) above. h) The Borrower shall have commenced construction of each extended stay facility, including the ancillary facilities related thereto, to be constructed on a Mortgaged Property in accordance with the Plans and Specifications therefor not later than ninety (90) days from the date that Borrower receives the first Advance with respect to Indirect Costs for such Mortgaged Property; provided, however, notwithstanding the foregoing, if either (x) despite the use of commercially reasonable efforts, such construction cannot be commenced within such 90-day period as a result of conditions or circumstances outside of the Borrower's control (it being agreed that conditions or circumstances which can be cured by the payment of money on commercially reasonable terms shall not be deemed outside of the Borrower's control), or (y) commencement of construction within such 90-day period shall or is reasonably likely to result in the Direct Costs or Indirect Costs with respect to such Mortgaged Property being materially greater than the amount thereof set forth in the Budget for such Mortgaged Property, then, in either such event, Borrower shall have an additional thirty (30) days to commence construction on such Mortgaged Property. In the event construction is not commenced with one hundred twenty (120) days after the first advance of Indirect Costs with respect to such Mortgaged Property, then no additional Advances for such Mortgaged Property shall be made until construction commences. i) The Administrative Agent shall have received such other documents or legal opinions as the Administrative Agent or counsel to the Arranger may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent; and (1) The Administrative Agent shall have received payment of all costs and expenses (other than the legal fees described in the following clause (2) of this subparagraph) incurred by the Administrative Agent in connection with reviewing and evaluating the items furnished and the actions purporting to satisfy the conditions and requirements to be satisfied pursuant to this Section 3.2, and (2) receipt of a Notice of Borrowing for each Advance shall constitute Borrower's agreement and covenant to pay to the Administrative Agent, promptly upon demand (together with a reasonably detailed invoice(s) in respect thereof), all reasonable legal fees and expenses incurred in connection with preparing and/or reviewing all documents relating to, and rendering at the request of the Administrative Agent all advice respecting, such items, actions, conditions and requirements. Each request for an Advance by the Borrower, each selection or deemed selection by the Borrower of an additional Interest Period for any Advance pursuant to Section 2.7(ii), shall constitute a representation and warranty by the Borrower, as of the date of the Advance, the selection or deemed selection of such representations and warrantiesadditional Interest Period, and no Default hereunder shall then exist or be caused thereby;as the case may be, that the conditions specified in subsections (a)-(j) of this Section 3.2 have been satisfied. (ba) With respect (other than those referred to Advances whichin subsections (viii) and (ix) thereof) and 3.3(b), if fundedto the extent applicable to such Advance, would increase the aggregate principal amount of the Loans outstanding hereunder, to the Administrative Agent and the Banks Arranger's counsel, Xxxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxx & Xxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxx, Esq., or at such other address or to such other counsel as Arranger may from time to time designate by notice to Borrower. Notwithstanding the foregoing: (i) the failure of any such documents to be furnished to such counsel shall have received not constitute a certificate Default or Event of the Borrower stating that there is no default Default (provided, however, nothing herein shall negate or event of default, and no event or condition exists which could give rise vitiate any requirement hereunder to any put right or other right of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and after giving effect to the proposed Advance of the Loans hereunder. (c) With respect to Advances which, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, cause the Administrative Agent to receive any such documents), and (ii) copies of all of the foregoing documents delivered to such counsel shall have received a duly executed Request for Advance and a Use of Proceeds Letter; (d) Each of also be given to the Administrative Agent and the Banks shall have received all such other certificates, reports, statements, opinions of counsel (if such Advance is in connection with an Acquisition) or other documents as the Administrative Agent or any Bank may reasonably request; (e) With respect to any Advance relating to any Acquisition or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and the Banks shall have received such documents and instruments relating to such Acquisition or formation of such new Subsidiary as are described in Section 5.13 hereof or otherwise required provided herein; and (f) No event shall have occurred and no condition shall exist which, in the judgment of the Majority Banks, has had or may be expected to have a Materially Adverse Effect on the business, assets or financial condition of the Borrower or any of its Subsidiaries.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks to make each Each Advance after the under this Agreement Date is subject to the fulfillment of each satisfaction of the following conditions immediately prior to or contemporaneously with such Advanceprecedent, except as otherwise agreed between Debtor and Secured Party: (a) All Secured Party shall have received a Financing Request, in form and substance reasonably satisfactory to Secured Party, with respect to such Advance in accordance with Section 2.1 hereof; (b) Secured Party shall have received the Eligible Purchase Order with respect to such Advance; (c) Debtor shall have established the Payment Account with an Approved Depository and shall have directed Customer to make payment for the Financed Goods which are the subject to the Financed Transaction to the Payment Account or shall promptly deposit any checks received by Debtor from any Customer as payment for the Financed Goods in the Payment Account; (d) In the case of the initial Advance under this Agreement, Debtor, Secured Party and Bank of America, N.A. (and any other lender or other secured creditor of Debtor) having a security interest in any Collateral of Secured Party shall have executed and delivered an intercreditor and subordination agreement subordinating the security interest of such party to Secured Party’s security interest in the Collateral securing payment of the Obligations of Debtor, which intercreditor and subordination agreements shall be in form and content satisfactory to Secured Party and its legal counsel; (e) The sending of any notices and any signed consents from third parties, as may be required by Secured Party, to perfect Secured Party’s security interest in the Collateral; (f) The execution and delivery of such other documents and instruments as may be reasonably required by Secured Party and its counsel to consummate the transactions contemplated in this Agreement with respect to such Advance; (g) The principal amount of such Advance, when aggregated with the outstanding principal amount of all other Advances, shall not exceed the Advance Commitment Amount and shall not exceed the Advance Limit applicable thereto; (h) no Event of Default shall have occurred and be continuing; (i) the representations and warranties of the Borrower under this Agreement and the other Loan Documents contained in Article 3 hereof (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries), which, pursuant to Section 4.2 hereof, are made at and as of the time of such Advance, disregarding materiality qualifiers contained therein) shall be true and correct at such time in all material respects, both before and after giving effect except to the application of the proceeds of such Advance, and after giving effect to any updates to information provided to the Banks in accordance with the terms of extent that such representations and warranties, and no Default hereunder shall then exist or be caused thereby; (b) With respect warranties relate solely to Advances which, if funded, would increase the aggregate principal amount of the Loans outstanding hereunder, the Administrative Agent and the Banks shall have received a certificate of the Borrower stating that there is no default or event of default, and no event or condition exists which could give rise to any put right or other right of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and after giving effect to the proposed Advance of the Loans hereunder. (c) With respect to Advances which, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent shall have received a duly executed Request for Advance and a Use of Proceeds Letter; (d) Each of the Administrative Agent and the Banks shall have received all such other certificates, reports, statements, opinions of counsel (if such Advance is in connection with an Acquisition) or other documents as the Administrative Agent or any Bank may reasonably request; (e) With respect to any Advance relating to any Acquisition or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and the Banks shall have received such documents and instruments relating to such Acquisition or formation of such new Subsidiary as are described in Section 5.13 hereof or otherwise required hereinearlier date; and (fj) No event there shall have occurred and been no condition shall exist whichevent or circumstance, individually or in the judgment of aggregate since the Majority Banks, Effective Date that has had or may could reasonably be expected to have a Materially Material Adverse Effect on the business, assets or financial condition of the Borrower or any of its SubsidiariesEffect.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation At the time of the Banks to make making by the Lenders of each Advance (before as well as after the Agreement Date is subject giving effect to such Advance and to the fulfillment of each proposed use of the following conditions immediately prior to or contemporaneously with such Advance:proceeds thereof): (a) All The Agent shall have received a timely Notice of Borrowing from the Borrower in accordance with Article II; (b) No Default or Event of Default shall have occurred and be continuing; (c) Such Advance shall not cause the aggregate principal amount of all outstanding Advances to exceed the lesser of (i) the Commitment, and (ii) the then Maximum Availability Amount; (d) Subject to the provisions of Section 5.5 hereof, all representations and warranties contained herein and incorporated herein by reference (other than representations and warranties which are expressly provided as being made only as of the Closing Date) shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Advance and the Borrower shall be in compliance in all material respects with all covenants and agreements contained in Article V hereof and elsewhere in this Agreement; (e) There shall have been no Material Adverse Change and no Requirement of Law or Contractual Obligation of the Borrower under or any Subsidiary could reasonably be expected to result in a Material Adverse Change; (f) No litigation, investigation or proceeding before or by any arbitrator or Governmental Authority shall be continuing or threatened against the Borrower or any of the officers or directors of any Subsidiary thereof in connection with this Agreement and the other Loan Documents which would result in a Material Adverse Change; (includingg) Agent shall have received: (i) prior to any Advance with respect to any Mortgaged Property (and, without limitationnotwithstanding anything to the contrary, all representations and warranties no portion of the Total Costs with respect to such Mortgaged Property shall be included in the computation of the Maximum Availability Amount unless the Agent shall have received): (1) such supporting documentation for Total Costs as Agent may require, (2) Borrower's certificate to the effect that it has actually incurred the Total Costs for which it is seeking reimbursement with respect to the Borrower's Subsidiaries)requested Advance, whichthat such costs have not been made the basis for any other request for an Advance under this Agreement, pursuant that no Material Adverse Change has occurred since the immediately preceding Advance, and that the requested Advance will be used for (and only for) the Permitted Purpose, (3) a notice of title continuation or an endorsement to each title policy referred to in Section 4.2 hereof3.3(a)(iii) indicating that since the date of the last preceding Advance there has been no change in the state of title not theretofore approved by Agent, are made at which endorsement shall have the effect of redating the title policy to the date, and increasing the coverage thereof by the amount, of the Advance then being made, and (4) a Project Cost Report for such Mortgaged Property, dated as of the time date of the Notice of Borrowing; (ii) prior to any Advance with respect to any Acquisition Cost for any Mortgaged Property (and, notwithstanding anything to the contrary, no portion of the Total Costs with respect to such Mortgaged Property shall be included in the computation of the Maximum Availability Amount unless the Agent shall have received): (1) a Budget for such Mortgaged Property, together with a full copy of the material agreement(s) (together with all amendments thereto) pursuant to which such Mortgaged Property was acquired, certified by the Borrower as being true, complete and accurate; (2) Borrower's certification that, and evidence reasonably satisfactory to Agent that, the zoning district in which the Mortgaged Property is located permits the development, use and operation of the Mortgaged Property as an extended stay facility, and that all zoning, planning board and similar approvals required to be obtained under any Requirements of Law or Use Requirements for the development, use and operation of an extended stay facility on such Mortgaged Property have been obtained and are in full force and effect; and (3) Borrower's certificate to the effect that the building permit and all other permits, authorizations and approvals required to be obtained under any Requirements of Law or Use Requirements for the construction and operation of an extended stay facility on such Mortgaged Property will be promptly and duly applied for, are capable of being obtained, and that Borrower will pursue the obtainment of such permits, authorizations and approvals with due diligence, and that the construction and operation of an extended stay facility on such Mortgaged Property shall at all times comply in all material respects with all applicable Requirements of Law and Use Requirements; and (iii) prior to any Advance with respect to any Direct Cost for any Mortgaged Property (and, notwithstanding anything to the contrary, no portion of the Direct Costs or with respect to such Mortgaged Property shall be included in the computation of the Maximum Availability Amount unless the Agent shall have received): (1) Borrower's certification that the building permit and all other permits, authorizations and approvals then required to be obtained under any Requirements of Law or Use Requirements for the construction and operation of an extended stay facility on such Mortgaged Property (i.e., only to the extent such permits, authorizations and approvals are required to have been obtained for an extended stay facility on such Mortgaged Property as constructed and/or operated as of the date of such Advance, shall be true ) have been obtained and correct at such time are in full force and effect in all material respects, both before and after giving effect ; (2) Borrower's certificate to the application effect that final plans and specifications (the "Plans and Specifications") for the construction of an extended stay facility on such Mortgaged Property have been duly filed with all Governmental Authorities having jurisdiction over the proceeds construction of such Advance, facility; (3) a Final Budget for such Mortgaged Property; and after giving effect (4) prior to the first Advance with respect to any updates to information provided Direct Cost for any particular Mortgaged Property, Borrower's certificate to the Banks in accordance effect that agreements with the terms general contractor and all major trade contractors and subcontractors required for the construction of an extended stay facility on such representations Mortgaged Property have been duly executed and warranties, delivered by all parties thereto and no Default hereunder shall then exist or be caused therebyare in full force and effect; (bh) With respect to Advances which, if funded, would increase the aggregate principal amount of the Loans outstanding hereunder, the Administrative Agent and the Banks shall have received a certificate of the Borrower stating that there is no default or event of default, and no event or condition exists which could give rise to any put right or other right of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and after giving effect to the proposed Advance of the Loans hereunder. (c) With respect to Advances which, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the Administrative The Agent shall have received a duly executed Request for Advance such other documents or legal opinions as the Agent or counsel to the Agent may reasonably request, all in form and a Use of Proceeds Lettersubstance reasonably satisfactory to the Agent; (d1) Each of the Administrative The Agent and the Banks shall have received payment of all such costs and expenses (other certificates, reports, statements, opinions than the legal fees described in the following clause (2) of counsel (if such Advance is this subparagraph) incurred by Agent in connection with an Acquisitionreviewing and evaluating the items furnished and the actions purporting to satisfy the conditions and requirements to be satisfied pursuant to this Section 3.2, and (2) or other receipt of a Notice of Borrowing for each Advance shall constitute Borrower's agreement and covenant to pay to the Agent, promptly upon demand (together with a reasonably detailed invoice(s) in respect thereof), all reasonable legal fees and expenses incurred in connection with preparing and/or reviewing all documents as relating to, and rendering at the Administrative request of Agent or any Bank may reasonably request;all advice respecting, such items, actions, conditions and requirements; and (ej) With respect to any In the event that, within 120 days after the first Advance relating to any Acquisition Mortgaged Property is made, Agent shall not have received either: (1) the Final Budget for such Mortgaged Property, or (2) Borrower's certificate to the formation effect that all agreements with the general contractor and all major trade contractors and subcontractors required for the construction of an extended stay facility on such Mortgaged Property have been duly executed and delivered by all parties and are in full force and effect, then, in either such event, notwithstanding anything to the contrary, Agent shall have no obligation to make any Subsidiary which is permitted hereunder, further Advances with respect to any Indirect Cost in connection with such Mortgaged Property (and no portion of the Administrative Indirect Costs with respect to the period commencing after such 120th day in connection with such Mortgaged Property shall be included in the computation of the Maximum Availability Amount) unless and until the Agent and the Banks shall have received the items described in subclauses (1) and (2) of this subparagraph. Each request for an Advance by the Borrower, each selection or deemed selection by the Borrower of an additional Interest Period for any Advance pursuant to Section 2.7(ii), shall constitute a representation and warranty by the Borrower, as of the date of the Advance, the selection or deemed selection of such additional Interest Period, as the case may be, that the conditions specified in subsections (a)-(j) of this Section 3.2 have been satisfied. (a) (other than those referred to in subsections (viii) and (ix) thereof) and 3.3(b), to the extent applicable to such Advance, to Agent's counsel, Xxxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxx & Xxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxx, Esq., or at such other address or to such other counsel as Agent may from time to time designate by notice to Borrower. Notwithstanding the foregoing: (i) the failure of any such documents and instruments relating to be furnished to such Acquisition counsel shall not constitute a Default or formation Event of Default (provided, however, nothing herein shall negate or vitiate any requirement hereunder to cause the Agent to receive any such new Subsidiary as are described in Section 5.13 hereof or otherwise required herein; and documents), and (fii) No event shall have occurred and no condition shall exist which, in the judgment copies of all of the Majority Banks, has had or may foregoing documents delivered to such counsel shall also be expected given to have a Materially Adverse Effect on the business, assets or financial condition of the Borrower or any of its SubsidiariesAgent as provided herein.

CONDITIONS PRECEDENT TO EACH ADVANCE. The 5.1 Lender’s obligation of the Banks to make each any Advance after to or for the Agreement Date account of Borrower under the Line of Credit under this Agreement, and to make the Advance under the Term Loan, is subject to the fulfillment of each of the following conditions immediately prior precedent, with all documents, instruments, opinions, reports, and other items required under this Agreement to or contemporaneously with such Advancebe in form and substance satisfactory to Lender: (a) All of the representations and warranties of the Borrower under Lender shall have received evidence that this Agreement and all Related Documents have been duly authorized, executed, and delivered by Borrower to Lender. Without limiting the other Loan Documents (includingforegoing, without limitationBorrower shall provide to Lender the following documents for the Loans, all representations duly signed by Borrower unless not intended to be signed: (1) the Line of Credit Note and warranties the Term Note; (2) financing statements and all other documents perfecting Lender’s Security Interest; (3) evidence of insurance as required below; (4) together with respect all such Related Documents as Lender may require for the Loan; and (5) the Exim Agreement and Borrower Agreement and any related documents, all in form and substance satisfactory to the Borrower's Subsidiaries), which, pursuant to Section 4.2 hereof, are made at Lender and as of the time of such Advance, shall be true and correct at such time in all material respects, both before and after giving effect to the application of the proceeds of such Advance, and after giving effect to any updates to information provided to the Banks in accordance with the terms of such representations and warranties, and no Default hereunder shall then exist or be caused thereby;Lender’s counsel. (b) With respect Borrower shall have provided in form and substance satisfactory to Advances whichLender properly certified resolutions, if funded, would increase duly authorizing the aggregate principal amount execution and delivery of the Loans outstanding hereunderthis Agreement, the Administrative Agent Line of Credit Note, the Term Note, the Related Documents, and the Banks Exim Agreement, the Borrower Agreement and any related documents. In addition, Borrower shall have received a certificate of the Borrower stating that there is no default provided such other resolutions, authorizations, documents and instruments as Lender or event of defaultits counsel, and no event or condition exists which could give rise to any put right or other right of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and after giving effect to the proposed Advance of the Loans hereundermay require. (c) With respect to Advances which, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent Lender shall have received a duly executed Request for Advance such opinions of counsel, supplemental opinions, and a Use of Proceeds Letter;documents as Lender may request. (d) Each of The security interests in the Administrative Agent and the Banks Collateral shall have received all such other certificatesbeen duly authorized, reportscreated, statements, opinions of counsel (if such Advance is and perfected with first lien priority and shall be in connection with an Acquisition) or other documents as the Administrative Agent or any Bank may reasonably request;full force and effect. (e) With respect to any Advance relating to any Acquisition or the formation of any Subsidiary which is permitted hereunderLender, the Administrative Agent at its option and the Banks for its sole benefit, shall have received such documents conducted an audit of Borrower’s Accounts, books, records, and instruments relating operations, and Lender shall be satisfied as to such Acquisition or formation of such new Subsidiary as are described in Section 5.13 hereof or otherwise required herein; andtheir condition. (f) No event Borrower shall have occurred paid to Lender all fees, costs, and no condition shall exist whichexpenses specified in this Agreement and the Related Documents as are then due and payable, including Lender’s attorney fees and costs in connection with the negotiation and documentation of the Credit Facilities. (g) The representations and warranties set forth in this Agreement, in the judgment of Related Documents, and the Majority BanksExim Agreement, has had or may be expected to have a Materially Adverse Effect on the business, assets or financial condition of the Borrower Agreement, and any related documents, and in any document or certificate delivered to Lender under this Agreement are true and correct. (h) There shall not exist at the time of any Advance a condition which would constitute an Event of its SubsidiariesDefault under this Agreement, and Borrower shall have delivered to Lender the compliance certificate called for in the paragraph below titled “Compliance Certificate” under the section titled “Affirmative Covenants.”

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks Lenders to make each Advance after Advance, including the Agreement Date initial Advance, hereunder is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All of the representations and warranties of the Borrower Borrowers under this Agreement and the other Loan Documents (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries)Agreement, which, pursuant to Section 4.2 4.3 hereof, are made at and as of the time of such Advance, shall be true and correct at such time in all material respectstime, both before and after giving effect to the application of the proceeds of such the Advance, and after giving effect to any updates to information provided to the Banks in accordance with the terms of such representations and warranties, and no Default hereunder shall then exist or be caused thereby; (b) With respect to Advances which, if funded, would increase the aggregate principal amount of the Loans outstanding hereunder, the Administrative Agent and the Banks shall have received a certificate of the Borrower stating that there is no default or event of default, and no event or condition exists which could give rise to any put right or other right of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and after giving effect to the proposed Advance of the Loans hereunder. (c) With respect to Advances which, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent shall have received a duly executed certificate (which may be a Request for Advance Advance) to that effect signed by an Authorized Signatory of the Borrowers and a Use dated the date of Proceeds Lettersuch Advance; (db) Each The incumbency of the Authorized Signatories shall be as stated in the certificate of incumbency contained in the certificate of the Borrowers delivered pursuant to Section 3.1(a) or as subsequently modified and reflected in a certificate of incumbency delivered to the Administrative Agent and the Banks Lenders; (c) The most recent Borrowing Base Certificate which shall have received all such other certificates, reports, statements, opinions of counsel (if such Advance is in connection with an Acquisition) or other documents as been delivered to the Administrative Agent or any Bank may reasonably request; (epursuant to Section 6.6(a) With respect hereof shall demonstrate that, after giving effect to any Advance relating to any Acquisition or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and the Banks shall have received such documents and instruments relating to such Acquisition or formation making of such new Subsidiary as are described in Section 5.13 hereof or otherwise required hereinAdvance, no Borrowing Base Deficiency shall exist; and (fd) No event There shall have occurred not exist on the date of such Advance and no condition after giving effect thereto, a Default or an Event of Default hereunder. The Borrowers hereby agree that the delivery of any Request for Advance hereunder shall exist which, in be deemed to be the judgment certification of the Majority BanksAuthorized Signatory thereof that there does not exist, has had or may be expected to have a Materially Adverse Effect on the business, assets or financial condition date of the Borrower making of the Advance and after giving effect thereto, a Default or any an Event of its SubsidiariesDefault hereunder.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks Lenders to make each Advance on or after the Agreement Date is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All all of the representations and warranties of the Borrower Borrowers under this Agreement and the other Loan Documents (including, without limitation, all representations and warranties with respect to the Borrower's Restricted Subsidiaries), which, pursuant to Section 4.2 hereof, are made at and as of the time of such Advance, shall be true and correct at such time in all material respects, both before and after giving effect to the application of the proceeds of such Advance, and after giving effect to any updates to information provided to the Banks Lenders in accordance with the terms of such representations and warranties, and no Default or Event of Default hereunder shall then exist or be caused thereby; (b) With respect to Advances which, if funded, would increase the aggregate principal amount of the Loans outstanding hereunder, the Administrative Agent and the Banks shall have received a certificate of the Borrower stating that there is no default or event of default, and no event or condition exists which could give rise to any put right or other right of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and after giving effect to the proposed Advance of the Loans hereunder. (c) With respect to Advances which, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent shall have received a duly executed Request for Advance Advance; (c) the incumbency of the Authorized Signatories shall be as stated in the applicable certificate of incumbency contained in the certificates of the Borrowers delivered to the Administrative Agent prior to or on the Agreement Date or as subsequently modified and reflected in a Use certificate of Proceeds Letterincumbency delivered to the Administrative Agent and the Lenders having a Revolving Loan Commitment; (d) Each of the Administrative Agent and the Banks Lenders having the applicable Commitment shall have received all such other certificates, reports, statements, opinions of counsel (if such Advance is in connection with an Acquisition) or other documents as the Administrative Agent or any Bank Lender having a Revolving Loan Commitment may reasonably request; (e) With with respect to any Advance relating to any Acquisition or the formation of any Restricted Subsidiary which is permitted hereunder, the Administrative Agent and the Banks Lenders having a Revolving Loan Commitment shall have received such documents and instruments relating to such Acquisition or formation of such a new Restricted Subsidiary as are described in Section 5.13 hereof or otherwise required herein; and (f) No event with respect to any Advance, the Borrowers shall have occurred certify to the Administrative Agent and no condition shall exist which, the Lenders having a Revolving Loan Commitment that the cash balance on hand as of the date of such Advance (excluding amounts which are held in the judgment Proceeds Account) of the Majority Banks, has had or may Borrowers and their Subsidiaries shall not exceed (after giving effect to application of proceeds of such Advance which proceeds must be expected intended to have be used within a Materially Adverse Effect on the business, assets or financial condition reasonable period of the Borrower or any of its Subsidiariestime) $50,000,000.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of Lender to undertake the Banks Commitment and to make each any Advance after the Agreement Date hereunder is subject to the prior fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advancethe waiver thereof by Lender: (a) Lender shall have received, in form and substance reasonably satisfactory to Lender, a duly executed Request for Advance; (b) Lender shall have received a certificate executed by the chief financial officer of Borrower certifying (i) the Receivables Value and (ii) the Coverage Ratio (after giving effect to such Advance); (c) All of the representations and warranties of the Borrower under this Agreement and the other Loan Documents (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries)Agreement, which, pursuant to Section 4.2 5.3 hereof, are made at and as of the time of such Advance, shall be true and correct at such time in all material respectsrespects at such time, both before and after giving effect to the application of the proceeds of such the Advance, and after giving effect to any updates to information provided to the Banks in accordance with the terms of such representations and warranties, and no Default hereunder shall then exist or be caused thereby; (b) With respect to Advances which, if funded, would increase the aggregate principal amount of the Loans outstanding hereunder, the Administrative Agent and the Banks Lender shall have received a certificate (which may be a Request for Advance) to that effect signed by the Authorized Signatory of the Borrower stating that there is no default or event in his representative capacity on behalf of defaultBorrower, and no event or condition exists which could give rise to any put right or other right not individually, and dated the date of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and after giving effect to the proposed Advance of the Loans hereunder. (c) With respect to Advances which, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent shall have received a duly executed Request for Advance and a Use of Proceeds Lettersuch Advance; (d) Each The incumbency of the Administrative Agent Authorized Signatories shall be as stated in the certificate of incumbency contained in the certificate of Borrower delivered pursuant to Section 4.1 hereof or as subsequently modified and the Banks shall have received all such other certificates, reports, statements, opinions reflected in a certificate of counsel (if such Advance is in connection with an Acquisition) or other documents as the Administrative Agent or any Bank may reasonably request;incumbency delivered to Lender; and (e) With respect to any Advance relating to any Acquisition or There shall not exist on the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and the Banks shall have received such documents and instruments relating to such Acquisition or formation date of such new Subsidiary as are described in Section 5.13 hereof Advance and after giving effect thereto, a Default or otherwise required herein; andEvent of Default hereunder. (f) No event There shall not have occurred and no condition shall exist whichbeen initiated any litigation, legal or administrative proceeding or other action of any nature in the judgment connection with Capital Z's ownership of the Majority Banks, has had or may be expected to have a Materially Adverse Effect on the business, assets or financial condition of the Borrower or any of its SubsidiariesBorrower's securities or Capital Stock.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks Lenders to make each Advance after Advance, including the Agreement Date initial Advance, hereunder (but excluding Advances, the proceeds of which are to reimburse (i) the Swing Bank for Swing Loans or (ii) an Issuing Bank for amounts drawn under a Letter of Credit), is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All of the representations and warranties of the Borrower under this Agreement and the other Loan Documents (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries)Agreement, which, pursuant to Section 4.2 4.3 hereof, are made at and as of the time of such Advance, shall be true and correct at such time in all material respectstime, both before and after giving effect to the application of the proceeds of such the Advance, and after giving effect to any updates to information provided to the Banks in accordance with the terms of such representations and warranties, and no Default hereunder shall then exist or be caused thereby; (b) With respect to Advances which, if funded, would increase the aggregate principal amount of the Loans outstanding hereunder, the Administrative Agent and the Banks shall have received a certificate (which may be a Request for Advance) to that effect signed by an Authorized Signatory of the Borrower stating that there is no default or event and dated the date of default, and no event or condition exists which could give rise to any put right or other right of prepayment under, any such Advance; (b) The incumbency of the agreements evidencing Indebtedness for Money Borrowed Authorized Signatories shall be as stated in the certificate of incumbency contained in the certificate of the Borrower delivered pursuant to Section 3.1(a) or any as subsequently modified and reflected in a certificate of its Subsidiariesincumbency delivered to the Agent and the Lenders; (c) The most recent Borrowing Base Certificate which shall have been delivered to the Agent pursuant to Section 6.5(a) hereof shall demonstrate that, both before and after giving effect to the proposed Advance making of the Loans hereunder. (c) With respect to Advances whichsuch Advance, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent no Borrowing Base Deficiency shall have received a duly executed Request for Advance and a Use of Proceeds Letter; exist; (d) Each There shall not exist on the date of the Administrative such Advance and after giving effect thereto, a Default or an Event of Default hereunder; and (e) The Agent and the Banks Lenders shall have received all such other certificates, reports, statements, opinions of counsel (if such Advance is in connection with an Acquisition) counsel, or other documents as the Administrative Agent or any Bank Lenders may reasonably request; (e) With respect request and all other conditions to any the making of such Advance relating to any Acquisition or which are set forth in this Agreement shall have been fulfilled. The Borrower hereby agrees that the formation delivery of any Subsidiary which is permitted hereunder, Request for Advance hereunder shall be deemed to be the Administrative Agent and the Banks shall have received such documents and instruments relating to such Acquisition or formation of such new Subsidiary as are described in Section 5.13 hereof or otherwise required herein; and (f) No event shall have occurred and no condition shall exist which, in the judgment certification of the Majority BanksAuthorized Signatory thereof that there does not exist, has had or may be expected to have a Materially Adverse Effect on the business, assets or financial condition date of the Borrower making of the Advance and after giving effect thereto, a Default or any an Event of its Subsidiaries.Default hereunder. ARTICLE

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks Lenders to make each Advance, including the initial Advance after hereunder (but excluding Advances, the Agreement Date proceeds of which are to reimburse (i) the Swing Bank for Swing Loans or (ii) an Issuing Bank for amounts drawn under a Letter of Credit), is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All of the representations and warranties of the Borrower Parties under this Agreement and the other Loan Documents (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries)Documents, which, pursuant to Section 4.2 hereof5.4, are made at and as of the time of such Advance, shall be true and correct at such time in all material respectstime, both before and after giving effect to the application of the proceeds of such Advance, and after giving effect to any updates to information provided to the Banks in accordance with the terms of such representations and warranties, and no Default hereunder shall then exist or be caused thereby; (b) With respect to Advances which, if funded, would increase the aggregate principal amount of the Loans outstanding hereunder, the Administrative Agent and the Banks shall have received a certificate of the Borrower stating that there is no default or event of default, and no event or condition exists which could give rise to any put right or other right of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and after giving effect to the proposed Advance of the Loans hereunder. (c) With respect to Advances which, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent shall have received a duly executed certificate (which may be a Request for Advance) to that effect signed by an Authorized Signatory of the Administrative Borrower and dated the date of such Advance or such Request for Advance; (b) The incumbency of the Authorized Signatories of the Administrative Borrower shall be as stated in the certificate of incumbency contained in the certificate of the Administrative Borrower delivered pursuant to Section 4.1(a) or as subsequently modified and reflected in a Use certificate of Proceeds Letterincumbency delivered to the Administrative Agent and the Lenders; (c) The most recent Borrowing Base Certificate which shall have been delivered to the Administrative Agent pursuant to Section 7.5(a) shall demonstrate that, after giving effect to the making of such Advance, no Overadvance shall exist and that the Borrowers shall have not less than $22,500,000 (or with respect to any date of determination in December 2003, January 2004, February 2004, December 2004, January 2005, February 2005, or February 2006, not less than $15,000,000) of Availability (with expenses and liabilities being paid in the ordinary course of business, without acceleration of sales and without deterioration in working capital); (d) Each There shall not exist on the date of such Advance and after giving effect to the application of the proceeds of such Advance, a Default or an Event of Default and the Administrative Agent shall have received a certificate (which may be a Request for Advance) to that effect signed by an Authorized Signatory of the Administrative Borrower and dated the date of such Advance; and (e) The Administrative Agent and the Banks Lenders shall have received all such other certificates, reports, statements, opinions of counsel (if such Advance is in connection with an Acquisition) counsel, or other documents as the Administrative Agent or any Bank Lenders may reasonably request; (e) With respect request and all other conditions to any the making of such Advance relating to any Acquisition or which are set forth in this Agreement shall have been fulfilled. The Borrowers hereby agree that the formation delivery of any Subsidiary which is permitted hereunder, Request for Advance hereunder shall be deemed to be the certification of the Authorized Signatory of the Administrative Agent and the Banks shall have received such documents and instruments relating to such Acquisition or formation of such new Subsidiary as are described in Section 5.13 hereof or otherwise required herein; and (f) No event shall have occurred and no condition shall exist whichBorrower thereof, in the judgment on behalf of the Majority BanksBorrowers, has had or may be expected to have a Materially Adverse Effect that there does not exist, on the business, assets or financial condition date of the Borrower making of the Advance and after giving effect thereto, a Default or an Event of Default hereunder and that all of the other conditions set forth in this Section 4.2 have been satisfied. Notwithstanding the foregoing, if the conditions, or any of its Subsidiariesthem, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12, and, in any event, the Majority Lenders may waive the Availability requirement set forth in Section 4.2(c).

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks each Lender to make each Advance after (including the Agreement Date is initial Advance) as part of a Borrowing shall be subject to the fulfillment further conditions precedent that (i) on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the relevant Borrower of the proceeds of such Advance shall constitute a representation and warranty by such Borrower that on the date of such Advance the following conditions immediately prior to or contemporaneously with such Advance: statements shall be true): (ax) All of the representations and warranties of contained in Section 4.01 (other than the Borrower under this Agreement and the other Loan Documents (includingExcluded Representation) and, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries)extent applicable, which, pursuant to Section 4.2 hereof, in the Designation Letter of such Borrower are made at correct in all material respects on and as of the time date of such AdvanceBorrowing, shall be true and correct at such time in all material respects, both before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such Advancedate (it being understood and agreed that any representation or warranty which expressly refers by its terms to a specified date shall be required to be true and correct in all material respects only as of such date), and after giving effect to any updates to information provided to (y) no event has occurred and is continuing, or would result from such Borrowing or from the Banks in accordance with the terms of such representations and warranties, and no Default hereunder shall then exist or be caused thereby; (b) With respect to Advances which, if funded, would increase the aggregate principal amount application of the Loans outstanding hereunderproceeds therefrom, that would constitute a Default or an Event of Default and (ii) in the case of a requested Borrowing the proceeds of which are to be used to buy or carry any Margin Stock, the Company shall deliver to the Administrative Agent and the Banks shall have received a certificate of the Borrower stating that there is no default or event of default, and no event or condition exists which could give rise to any put right or other right of prepayment under, any a senior financial officer of the agreements evidencing Indebtedness for Money Borrowed Company accompanying the relevant Notice of Borrowing setting forth in reasonable detail the basis upon which the Company has made the representation set forth in the third sentence of Section 4.01(l) on and as of the Borrower or any date of its Subsidiariessuch Borrowing, both before and after giving effect to such Borrowing and to 364-DAY CREDIT AGREEMENT the proposed Advance application of the Loans hereunder. proceeds therefrom, together with (c) With respect to Advances which, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, so requested by the Administrative Agent shall have received Agent) a duly executed Request for Advance and a Use of Proceeds Letter; (d) Each of completed Form U-1 or Form G-3 satisfactory to the Administrative Agent and the Banks shall have received all such other certificates, reports, statements, opinions of counsel (if such Advance is in connection with an Acquisition) or other documents as the Administrative Agent or any Bank may reasonably request; (e) With respect to any Advance relating to any Acquisition or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and the Banks shall have received such documents and instruments relating to such Acquisition or formation of such new Subsidiary as are described in Section 5.13 hereof or otherwise required herein; and (f) No event shall have occurred and no condition shall exist which, in the judgment of the Majority Banks, has had or may be expected to have a Materially Adverse Effect on the business, assets or financial condition of the Borrower or any of its SubsidiariesAgent.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks each Lender to make each Advance after to be made by it (including the Agreement initial Advance) on each Borrowing Date is shall be subject to the fulfillment of each (or waiver) of the following conditions; provided that the conditions immediately prior described in clauses (d) and (e) (other than a Default or Event of Default described in Section 6.01(i)) below need not be satisfied if the proceeds of the Advance are used to fund Revolving Collateral Loans or contemporaneously with such Advance:Delayed Drawdown Collateral Loans then owned by the Borrower to fund the Revolving Reserve Account to the extent required under Section 8.04; (a) All subject to Section 2.02, the Administrative Agent has received and approved an Approval Request for the Collateral Loan(s) the Borrower intends to purchase with the proceeds of such Advance or the Collateral Loan the Borrower intends to purchase with the proceeds of the Advance must be on the current Approved List and such inclusion on the Approved List; provided that, in each case, such approval has not expired, been withdrawn, been deemed to be rejected or been rescinded in accordance with Section 2.02; (b) the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance (including the Borrowing Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.03; (c) immediately before and after the making of such Advance on the applicable Borrowing Date, each Coverage Test shall be satisfied (as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of Borrowing); (d) each of the representations and warranties of the Borrower under this Agreement Borrower, the Servicer and the other Loan Equityholder contained in the Facility Documents (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries), which, pursuant to Section 4.2 hereof, are made at and as of the time of such Advance, shall be true and correct at such time in all material respects, both before and after giving effect respects as of such Borrowing Date (except to the application of the proceeds of such Advance, and after giving effect to any updates to information provided to the Banks in accordance with the terms of extent such representations and warranties, and no Default hereunder shall then exist or be caused thereby; (b) With respect to Advances which, if funded, would increase the aggregate principal amount of the Loans outstanding hereunder, the Administrative Agent and the Banks shall have received a certificate of the Borrower stating that there is no default or event of default, and no event or condition exists which could give rise warranties expressly relate to any put right or other right earlier date, in which case such representations and warranties shall be true and correct in all material respects as of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and after giving effect to the proposed Advance of the Loans hereunder. (c) With respect to Advances which, such earlier date as if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent shall have received a duly executed Request for Advance and a Use of Proceeds Letter; (d) Each of the Administrative Agent and the Banks shall have received all made on such other certificates, reports, statements, opinions of counsel (if such Advance is in connection with an Acquisition) or other documents as the Administrative Agent or any Bank may reasonably requestdate); (e) With respect to any Advance relating to any Acquisition no Default, Event of Default or the formation Servicer Event of any Subsidiary which is permitted hereunder, the Administrative Agent and the Banks Default shall have received such documents occurred and instruments relating to such Acquisition or formation be continuing at the time of the making of such new Subsidiary as are described in Section 5.13 hereof Advance or otherwise required hereinshall result upon the making of such Advance; (f) the Reinvestment Period has not terminated; and (fg) No event after giving effect to such Advance, the aggregate outstanding principal balance of the Advances shall have occurred not exceed the lesser of (x) the Maximum Facility Amount and no condition shall exist which(y) an amount equal to: (i) the Aggregate Net Collateral Balance, minus (ii) the Minimum Equity Amount, plus (iii) the aggregate amounts on deposit in the judgment of the Majority Banks, has had or may be expected to have a Materially Adverse Effect on the business, assets or financial condition of the Borrower or any of its SubsidiariesPrincipal Collection Subaccount constituting Principal Proceeds.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks Lenders to make each Advance after Advance, including, without limitation, the Agreement Date initial Advance, is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All With respect to Advances which, if funded, would increase the aggregate amount of the Loans outstanding hereunder, all of the representations and warranties of the Borrower under this Agreement and the other Loan Documents (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries)Agreement, which, pursuant to Section 4.2 hereof, are made at and as of the time of such Advance, shall be true and correct at such time in all material respects, both before and after giving effect to the making of the Advance and application of the proceeds of such the Advance, and after giving effect to any updates to information provided except to the Banks in accordance with the terms of such representations and warranties, and no Default hereunder shall then exist extent they relate solely to an earlier date or be caused therebytime period; (b) With respect to Advances which, if funded, would increase the aggregate principal amount The incumbency of the Loans outstanding hereunder, Authorized Signatories shall be as stated in the certificate of incumbency contained in the Borrower's loan certificate delivered pursuant to Section 3.1(a) hereof or as subsequently modified and reflected in a certificate of incumbency delivered to the Administrative Agent and the Banks shall have received a certificate of the Borrower stating that there is no default or event of default, and no event or condition exists which could give rise to any put right or other right of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and after giving effect to the proposed Advance of the Loans hereunder.Lenders; (c) With respect to Advances which, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent and the Lenders shall have received a duly executed Request for Advance Advance, which shall certify the Borrower's compliance with Sections 7.8, 7.9, 7.10, 7.14 and a Use 7.15 hereof, both before and after giving effect to the making of Proceeds Letter;the requested Advance; and (d) Each With respect to Advances which, if funded, would increase the aggregate amount of the Loans outstanding hereunder, there shall not exist, on the date of the making of the Advance and after giving effect thereto, a Default hereunder, and, since the date of the most recent audited annual financial statements of the Borrower and the Restricted Subsidiaries referred to in Section 4.1(k) or required to have been delivered to the Administrative Agent and the Banks Lenders pursuant to Section 6.2 hereof, there shall have received all such other certificates, reports, statements, opinions of counsel (if such Advance is in connection with an Acquisition) or other documents as the Administrative Agent or any Bank may reasonably request; (e) With respect to any Advance relating to any Acquisition or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and the Banks shall have received such documents and instruments relating to such Acquisition or formation of such new Subsidiary as are described in Section 5.13 hereof or otherwise required herein; and (f) No event shall not have occurred and no condition shall exist which, in the judgment of the Majority Banks, has had or may any event which could reasonably be expected to have or which has had a Materially Adverse Effect on Effect, except for any such event affecting the business, assets or financial condition of the Borrower or any of its Subsidiariescable television industry generally.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks Lender to make each Advance after Advance, including the Agreement Date initial Advance, is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All all of the representations and warranties of the Borrower and Guarantors under this Agreement and the other Loan Documents (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries)Documents, which, pursuant to Section 4.2 hereof5.17, are made at and as of the time of such Advance, shall be true and correct at such time in all material respects (unless any such representation or warranty is qualified as to materiality, in which case such representation and warranty shall be true and correct in all respects) at such time, both before and after giving effect to the application of the proceeds of such the Advance, and after giving effect to any updates to information provided to the Banks in accordance with the terms of such representations and warranties, and no Default hereunder shall then exist or be caused thereby; (b) With respect the incumbency of the Responsible Officer shall be as stated in the certificate of incumbency contained in the certificate of Borrower delivered pursuant to Advances whichSection 3.1(a)(ix) or as subsequently modified and reflected in a certificate of incumbency delivered to Lender; (c) after giving effect to the making of such Advance, if funded, would increase the aggregate principal amount of all (i) Overadvances outstanding shall not exceed the Loans applicable amount of the Overadvance Subfacility and (ii) Advances outstanding hereunder, shall not exceed the Administrative Agent lesser of the Borrowing Base and the Banks shall have received a certificate of the Borrower stating that there is no default or event of default, and no event or condition exists which could give rise to any put right or other right of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and after giving effect to the proposed Advance of the Loans hereunder. (c) With respect to Advances which, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent shall have received a duly executed Request for Advance and a Use of Proceeds LetterMaximum Amount; (d) Each there shall not exist, on the date of such Advance and after giving effect thereto, a Default; (e) if such Advance is requested in connection with a Purchase Order, Borrower shall deliver to Lender (i) such Purchase Order, (ii) a current credit report for the Administrative Agent customer with respect to such Purchase Order, (iii) all other agreements, instruments and other documents executed or delivered in connection with such Purchase Order, in the Banks exact form received by Borrower, and (iv) a schedule of all expected disbursements (and timing therein) to effectuate the completion of such Purchase Order; and (f) Lender shall have received all such other certificates, reports, statements, opinions of counsel (if such Advance is in connection with an Acquisition) counsel, or other documents as the Administrative Agent or any Bank Lender may reasonably request; (e) With respect , and all other conditions to the making of such Advance which are set forth in this Agreement shall have been fulfilled. Borrower hereby agrees that the delivery, including any Advance relating to any Acquisition or the formation deemed delivery, of any Subsidiary which is permitted hereunder, the Administrative Agent and the Banks shall have received such documents and instruments relating to such Acquisition or formation Notice of such new Subsidiary as are described in Section 5.13 hereof or otherwise required herein; and (f) No event shall have occurred and no condition shall exist whichAdvance hereunder shall, in each case, be deemed to be the judgment certification of the Majority Banks, has had or may be expected to have a Materially Adverse Effect on the business, assets or financial condition Responsible Officer that all of the Borrower or any of its Subsidiariesconditions set forth in this Section 3.2 have been satisfied.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks each Lender to make each an Advance after the Agreement Date is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All of the representations and warranties of the Borrower under this Agreement and the other Loan Documents on any date (including, without limitation, all representations and warranties with respect the obligation of the Lenders to cause the Exi sti ng Advance to remai n outstandi ng as the I nitial Revd vi ng Loan hereunder on the E ffective Date) i s subject to the Borrower's Subsidiaries), which, pursuant to Section 4.2 hereof, are made at and as of conditions precedent that on the time date of such Advance, shall be true and correct at such time in all material respects, both before and after giving effect to the application of the proceeds of such Advance, and after giving effect to any updates to information provided to the Banks in accordance with the terms of such representations and warranties, and no Default hereunder shall then exist or be caused thereby;: (bi) With respect to Advances which, if funded, would increase the aggregate principal amount of the Loans outstanding hereunder, the Administrative Agent and the Banks shall have received a certificate of the Borrower stating that there is no default or event of default, and no event or condition exists which could give rise to any put right or other right of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and after giving effect to the proposed Advance of the Loans hereunder. (c) With respect to Advances which, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the The Administrative Agent shall have received a Reguest for Advance executed by an Authorized Representative set forth on the Authorized Representative Certificate as provided in Section 2.3(c) hereof; provided, however, that no Reguest for Advance is reguired in connection with the Initial Revolving Loan; (ii) All representations and warranties of the Authority as set forth in Article VII hereof shall be true and correct in all material respects as though made on the date of such Reguest for Advance and on the date of the proposed Advance (except to the extent any such representation or warranty specifically relates to an earlier date, then such representati on or warranty shal I be true and correct as of such xxxx ier date) and no Default or Event of Default shal I have occurred and be xxxxx nui ng; (iii) No Material Adverse Change or Material Adverse Operational Effect shall have occurred; (iv) The Administrative Agent shall have received an opinion of Bond Counsel dated the date of such Advance and addressed to each Lender as to the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this Agreement, each Bank Note and the I ndenture, in form and substance satisfactory to the Admi ni strative Agent; (v) The Administrative Agent shall have received an executed Supplemental Tax Certificate; provided that no Supplemental Tax Certificate shall be reguired in connection with the Initial Revolving Loan; (vi) The Administrative Agent shall have received evidence that an IRS Form 8038-G has been duly executed completed by the Authority and signed by the Authority; and (vii) The Commitment and the obligation of the Administrative Agent, on behalf of the Lenders, to make an Advance hereunder shall not have terminated pursuant to Section 9.2 hereof or pursuant to Section 2.7 hereof. Unless the Authority shall have otherwise previously advised the Administrative Agent in writing, delivery to the Administrative Agent of a Request for Advance shall be deemed to constitute a representation and warranty by the Authority that on the date of such Request for Advance and a Use of Proceeds Letter; (d) Each on the date of the Administrative Agent proposed Advance each of the foregoing conditions has been satisfied (except that no representation shall be made as to the satisfaction of either Lender) and that al I representations and warranties of the Banks shall have received all such other certificates, reports, statements, opinions of counsel (if such Advance Authority as set forth in Article VII hereof is in connection with an Acquisition) or other documents true and correct as though made on the Administrative Agent or any Bank may reasonably request; (e) With respect to any Advance relating to any Acquisition or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and the Banks shall have received such documents and instruments relating to such Acquisition or formation date of such new Subsidiary Request for Advance (except to the extent any such representation or warranty specifically relates to an earlier date, then such representati on or warranty shal I be true and correct as are described in Section 5.13 hereof of such xxxx i er date) and on the date of the proposed Advance and no Default or otherwise required herein; and (f) No event Event of Default shall have occurred and no condition shall exist which, in be continuing on the judgment date of such Request for Advance or on the date of the Majority Banks, has had or may be expected to have a Materially Adverse Effect on the business, assets or financial condition of the Borrower or any of its Subsidiariesproposed Advance.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks each Lender to make each Advance after to be made by it (including the Agreement initial Advance) on each Borrowing Date is shall be subject to the fulfillment of each the following conditions; provided that the conditions described in clauses (d) and (e) (other than a Default or Event of Default described in Section 6.01(i)) below need not be satisfied if the proceeds of the following conditions immediately prior Advance are used to fund Revolving Collateral Loans or contemporaneously with such AdvanceDelayed Drawdown Collateral Loans then owned by the Borrower to fund the Revolving Reserve Account to the extent required under Section 8.04;: (a) All subject to Section 2.02, the Administrative Agent must have received and approved an Approval Request for the Collateral Loan the Borrower intends to purchase with the proceeds of the Advance and such approval has not expired or been rescinded or the Collateral Loan the Borrower intends to purchase with the proceeds of the Advance must be on the current Approved List and such inclusion on the Approved List has not expired or been rescinded; (b) the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance (including the Borrowing Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.03; (c) immediately before and after the making of such Advance on the applicable Borrowing Date, each Coverage Test shall be satisfied and the Tranche Minimum OC Coverage Test for each Tranche shall be satisfied (as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of Borrowing); (d) each of the representations and warranties of the Borrower under this Agreement Borrower, the Servicer and the other Loan Equityholder contained in the Facility Documents (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries), which, pursuant to Section 4.2 hereof, are made at and as of the time of such Advance, shall be true and correct at such time in all material respects, both before and after giving effect respects as of such Borrowing Date (except to the application of the proceeds of such Advance, and after giving effect to any updates to information provided to the Banks in accordance with the terms of extent such representations and warranties, and no Default hereunder shall then exist or be caused thereby; (b) With respect to Advances which, if funded, would increase the aggregate principal amount of the Loans outstanding hereunder, the Administrative Agent and the Banks shall have received a certificate of the Borrower stating that there is no default or event of default, and no event or condition exists which could give rise warranties expressly relate to any put right or other right earlier date, in which case such representations and warranties shall be true and correct in all material respects as of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and after giving effect to the proposed Advance of the Loans hereunder. (c) With respect to Advances which, such earlier date as if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent shall have received a duly executed Request for Advance and a Use of Proceeds Letter; (d) Each of the Administrative Agent and the Banks shall have received all made on such other certificates, reports, statements, opinions of counsel (if such Advance is in connection with an Acquisition) or other documents as the Administrative Agent or any Bank may reasonably requestdate); (e) With respect to any Advance relating to any Acquisition no Default, Event of Default, Potential Servicer Removal Event or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and the Banks Servicer Removal Event shall have received such documents occurred and instruments relating to such Acquisition or formation be continuing at the time of the making of such new Subsidiary as are described in Section 5.13 hereof Advance or otherwise required hereinshall result upon the making of such Advance; (f) the Reinvestment Period shall not have terminated; and (fg) No event after giving effect to such Advance, the aggregate outstanding principal balance of the Advances shall have occurred not exceed the lesser of (x) the Maximum Facility Amount and no condition shall exist which(y) an amount equal to: (i) the Aggregate Net Collateral Balance, minus (ii) the Minimum Equity Amount, plus (iii) the aggregate amounts on deposit in the judgment of the Majority Banks, has had or may be expected to have a Materially Adverse Effect on the business, assets or financial condition of the Borrower or any of its Subsidiaries.Principal Collection Subaccount constituting Principal Proceeds. -70-

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks ------------------------------------ Monsanto to make each Advance after any Advances under the Agreement Date is Loan shall be subject to the fulfillment of each of further conditions precedent that, on the following conditions immediately prior to or contemporaneously with such Advance: funding date, (ai) All of the all representations and warranties of the Borrower under Company and the Subsidiaries contained in this Agreement and the other Loan Documents Guaranty shall be true, correct, accurate and complete in all material respects as if made on such date (including, without limitation, all representations and warranties with respect except (A) to the Borrower's Subsidiariesextent such representations speak as of an earlier date or (B) for changes arising from events permitted by the covenants specified in this Agreement), which, pursuant to Section 4.2 hereof, are made at and as of the time of such Advance, (ii) all covenants specified in this Agreement shall be true and correct at such time have been complied with in all material respects, both before and after giving effect to the application of the proceeds of such Advance, and after giving effect to any updates to information provided to the Banks in accordance with the terms of such representations and warranties, and (iii) no Default hereunder shall then exist or be caused thereby; (b) With respect to Advances which, if funded, would increase the aggregate principal amount of the Loans outstanding hereunder, the Administrative Agent and the Banks shall have received a certificate of the Borrower stating that there is no default or event of default, and no event or condition exists which could give rise to any put right or other right of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and after giving effect to the proposed Advance of the Loans hereunder. (c) With respect to Advances which, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent shall have received a duly executed Request for Advance and a Use of Proceeds Letter; (d) Each of the Administrative Agent and the Banks shall have received all such other certificates, reports, statements, opinions of counsel (if such Advance is in connection with an Acquisition) or other documents as the Administrative Agent or any Bank may reasonably request; (e) With respect to any Advance relating to any Acquisition or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and the Banks shall have received such documents and instruments relating to such Acquisition or formation of such new Subsidiary as are described in Section 5.13 hereof or otherwise required herein; and (f) No event shall have occurred and no condition be continuing, or would result from such Advance, which constitutes an Event of Default or Potential Default, (iv) there shall exist not be initiated against the Company or any Subsidiary any action, suit or proceeding at law or in equity or by or before any court or government agency or authority or arbitral tribunal and there shall not have occurred any legal, regulatory or other development or any other circumstances whatsoever which, in the judgment opinion of the Majority BanksMonsanto, has had or may could reasonably be expected to have a Materially Adverse Effect material adverse effect on (a) the business, assets assets, operations or financial condition of the Borrower Company and its Subsidiaries taken as a whole, or (b) the ability of the Company and its Subsidiaries to perform any of its Subsidiariestheir respective obligations hereunder or under the documents contemplated hereby (each of the foregoing being hereafter referred to as a "Material Adverse Effect"); provided, however, that no Material Adverse Effect shall be deemed to have occurred based solely on the outcome of the litigation between the Company and Enzo Biochem, Inc. ("Enzo"), (v) Monsanto shall have received documentation reasonably acceptable to Monsanto, verifying that Tomato Associates has reached certain milestones and achieved certain goals of the Strategy reflected in the request for the Advance, (vi) Monsanto shall have received certificates and evidence reasonably acceptable to Monsanto as to the financial condition of Tomato Associates, and (vii) an Advance request in proper form shall have been submitted or made to Monsanto by the Company. The making of a request by the Company for an Advance hereunder, whether in writing, or by telephone confirmed in writing, or otherwise, shall constitute a certification by the Company that all representations and warranties recited or referred to in this Section 2.02 and Article III hereof are true as of and as if made the date of such request (except as set forth above) and that all required conditions to the making of such Advance have been met.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks each Lender to make each Advance after to be made by it (including the Agreement initial Advance) on each Borrowing Date is shall be subject to the fulfillment of each the following conditions; provided that the conditions described in clauses (d) and (e) (other than a Default or Event of Default described in Section 6.01(i)) below need not be satisfied if the proceeds of the following conditions immediately prior Advance are used to fund Revolving Collateral Loans or contemporaneously with such AdvanceDelayed Drawdown Collateral Loans then owned by the Borrower to fund the Revolving Reserve Account to the extent required under Section 8.04: (a) All subject to Section 2.02, (i) the Administrative Agent has received and approved an Approval Request for the Collateral Loan(s) to which the Borrower intends to apply the proceeds of such Advance or (ii) the Collateral Loan(s) to which the Borrower intends to apply the proceeds of such Advance must be on the current Approved List; provided that, in each case, such approval has not expired, been withdrawn or been rescinded in accordance with Section 2.02; (b) the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance (including the Borrowing Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.03; (c) immediately before and after the making of such Advance on the applicable Borrowing Date, each Coverage Test will be satisfied and each Class Minimum OC Coverage Test will be satisfied (as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of Borrowing); (d) each of the representations and warranties of the Borrower under this Agreement Borrower, the Servicer and the other Loan Equityholder contained in the Facility Documents is true and correct in all material respects as of such Borrowing Date (including, without limitation, all except to the extent such representations and warranties with respect expressly relate to the Borrower's Subsidiaries)any earlier date, which, pursuant to Section 4.2 hereof, in which case such representations and warranties are made at and as of the time of such Advance, shall be true and correct at such time in all material respects, both before and after giving effect to the application of the proceeds respects as of such Advance, and after giving effect to any updates to information provided to the Banks in accordance with the terms of earlier date as if made on such representations and warranties, and no Default hereunder shall then exist or be caused thereby; (b) With respect to Advances which, if funded, would increase the aggregate principal amount of the Loans outstanding hereunder, the Administrative Agent and the Banks shall have received a certificate of the Borrower stating that there is no default or event of default, and no event or condition exists which could give rise to any put right or other right of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and after giving effect to the proposed Advance of the Loans hereunder. (c) With respect to Advances which, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent shall have received a duly executed Request for Advance and a Use of Proceeds Letter; (d) Each of the Administrative Agent and the Banks shall have received all such other certificates, reports, statements, opinions of counsel (if such Advance is in connection with an Acquisition) or other documents as the Administrative Agent or any Bank may reasonably requestdate); (e) With respect to any Advance relating to any Acquisition no Default, Event of Default, Potential Servicer Removal Event or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and the Banks Servicer Removal Event shall have received such documents occurred and instruments relating to such Acquisition or formation be continuing at the time of the making of such new Subsidiary as are described in Section 5.13 hereof Advance or otherwise required hereinshall result upon the making of such Advance; (f) the Reinvestment Period has not terminated; and (fg) No event shall have occurred and no condition shall exist whichafter giving effect to such Advance, the aggregate outstanding principal balance of the Advances does not exceed an amount equal to: (i) the Aggregate Net Collateral Balance, minus (ii) the Minimum Equity Amount, plus (iii) the aggregate amounts on deposit in the judgment of the Majority Banks, has had or may be expected to have a Materially Adverse Effect on the business, assets or financial condition of the Borrower or any of its Subsidiaries.Principal Collection Subaccount constituting Principal Proceeds. USActive 53852035.1153852035.14.docx -75-

CONDITIONS PRECEDENT TO EACH ADVANCE. The Notwithstanding any other provision of this Agreement, the obligation of the Banks Lender to make each advance any Advance after to the Agreement Date Borrower in accordance with Section 2.2 is subject to the fulfillment of and conditional upon each of the following terms and conditions immediately prior to being satisfied or contemporaneously with such Advancewaived: (a) All of the all representations and warranties of made by the Borrower under herein, and in any other document delivered in connection herewith, shall be true and correct in all material respects; (b) all material approvals, consents, and authorizations of Governmental Authorities or other persons required in connection with this Agreement and the other Loan Documents (includingdocuments shall have been obtained and remain in effect, including without limitation, all representations and warranties limitation the approval of the TSX Venture Exchange with respect to the Borrower's Subsidiaries), which, pursuant to Section 4.2 hereof, are made at and as of the time of such Advance, shall be true and correct at such time in all material respects, both before and after giving effect to the application of the proceeds of such Advance, and after giving effect to any updates to information provided to the Banks in accordance with the terms of such representations and warranties, and no Default hereunder shall then exist or be caused therebymatters herein; (bc) With respect to Advances whichexcept as set forth in Schedule 4.1(h), if fundedthere shall not exist, would increase the aggregate principal amount of the Loans outstanding hereundernor shall there be any pending or threatened (in writing), the Administrative Agent and the Banks shall have received a certificate of the Borrower stating that there is no default action, proceeding, investigation, order, or event of default, and no event claim (before any Governmental Authority or condition exists which could give rise to any put right otherwise) against or other right of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of affecting the Borrower or any of its Subsidiariessubsidiaries, both before which has, or would reasonably be expected to have, a Material Adverse Effect; (d) there shall have been no change, event or occurrence that has had, or would reasonably be expected to have, a Material Adverse Effect on the Borrower or any of its subsidiaries; (e) the Borrower shall have in all material respects performed and complied with all agreements, covenants, and conditions herein, and in the other documents to be delivered in connection with the Loan, required to be performed and complied with on or prior to the date of the proposed Advance, except those agreements and conditions waived by the Lender; (f) no Event of Default under this Agreement shall have occurred and be continuing on such date or after giving effect to the proposed Advance of the Loans hereunder. (c) With respect to Advances which, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent shall have received a duly executed Request for Advance and a Use of Proceeds LetterAdvance; (dg) Each of the Administrative Agent and the Banks there shall have received all such other certificates, reports, statements, opinions of counsel (if such Advance is in connection with an Acquisition) or other documents as the Administrative Agent not exist any material litigation or any Bank may reasonably request; (e) With respect to any Advance investigation, bankruptcy, injunction, order, or claim affecting or relating to any Acquisition or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and the Banks shall have received such documents and instruments relating to such Acquisition or formation of such new Subsidiary as are described in Section 5.13 hereof or otherwise required herein; and (f) No event shall have occurred and no condition shall exist which, in the judgment of the Majority Banks, has had or may be expected to have a Materially Adverse Effect on the business, assets or financial condition of the Borrower or any of its Subsidiariestheir respective subsidiaries which would reasonably be expected to affect the legality, validity, or enforceability of this Agreement or any other document delivered in connection herewith, that has not been settled, dismissed, vacated, discharged, or terminated; (h) the delivery to the Lender of a certificate executed by a senior officer of the Borrower, in form and substance satisfactory to the Lender, acting reasonably, dated as of the date hereof, as to each of the matters provided for in this Section 3.2; and (i) the Borrower shall have performed and complied with the provisions of Section 2.2.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks Lenders to make each Advance after Advance, including the Agreement Date initial Advance, hereunder (but excluding Advances, the proceeds of which are to reimburse (i) the Swing Bank for Swing Loans or (ii) an Issuing Bank for amounts drawn under a Letter of Credit), is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All of the representations and warranties of the Borrower under this Agreement and the other Loan Documents (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries)Agreement, which, pursuant to Section 4.2 4.4 hereof, are made at and as of the time of such Advance, shall be true and correct at such time in all material respectstime, both before and after giving effect to the application of the proceeds of such the Advance, and after giving the Agent shall have received a certificate (which may be a Request for Advance) to that effect to any updates to information provided to signed by an Authorized Signatory of the Banks in accordance with Borrower and dated the terms date of such representations and warranties, and no Default hereunder shall then exist or be caused therebyAdvance; (b) With respect to Advances which, if funded, would increase the aggregate principal amount The incumbency of the Loans outstanding hereunder, Authorized Signatories shall be as stated in the Administrative Agent and certificate of incumbency contained in the Banks shall have received a certificate of the Borrower stating that there is no default delivered pursuant to Section 3.1(a) or event as subsequently modified and reflected in a certificate of defaultincumbency delivered to the Agent and the Lenders; (c) The most recent Borrowing Base Certificate which shall have been delivered to the Agent pursuant to Section 6.5(a) hereof shall demonstrate that, and no event or condition exists which could give rise to any put right or other right of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and after giving effect to the proposed Advance making of the Loans hereunder. (c) With respect to Advances whichsuch Advance, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent no Borrowing Base Deficiency shall have received a duly executed Request for Advance and a Use of Proceeds Letterexist; (d) Each There shall not exist on the date of the Administrative such Advance and after giving effect thereto, a Default or an Event of Default hereunder; and (e) The Agent and the Banks Lenders shall have received all such other certificates, reports, statements, opinions of counsel (if such Advance is in connection with an Acquisition) counsel, or other documents as the Administrative Agent or any Bank Lenders may reasonably request; (e) With respect request and all other conditions to any the making of such Advance relating to any Acquisition or which are set forth in this Agreement shall have been fulfilled. The Borrower hereby agrees that the formation delivery of any Subsidiary which is permitted hereunder, Request for Advance hereunder shall be deemed to be the Administrative Agent and the Banks shall have received such documents and instruments relating to such Acquisition or formation of such new Subsidiary as are described in Section 5.13 hereof or otherwise required herein; and (f) No event shall have occurred and no condition shall exist which, in the judgment certification of the Majority BanksAuthorized Signatory thereof that there does not exist, has had or may be expected to have a Materially Adverse Effect on the business, assets or financial condition date of the Borrower making of the Advance and after giving effect thereto, a Default or any an Event of its SubsidiariesDefault hereunder.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks Lenders to make each Advance and the Swing Line Lender to make Swing Line Advances on or after the Agreement Date which increases the principal amount of the Loans outstanding is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance or Swing Line Advance: (a) All of the representations and warranties of the Borrower under this Agreement and the other Loan Documents (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries), which, pursuant to Section 4.2 hereof, are made at and as of the time of such Advance, shall be true and correct at such time in all material respects, both before and after giving effect to the application of the proceeds of such Advance, and after giving effect to any updates to information provided to the Banks Lenders in accordance with the terms of such representations and warranties, and no Default hereunder shall then exist or be caused thereby; (b) With respect to Advances which, if funded, would increase the aggregate principal amount of the Loans outstanding hereunder, the Administrative Agent and the Banks shall have received a certificate of the Borrower stating that there is no default or event of default, and no event or condition exists which could give rise to any put right or other right of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and after giving effect to the proposed Advance of the Loans hereunder. (c) With respect to Advances which, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the The Administrative Agent shall have received a duly executed Request for Advance which shall contain evidence satisfactory to the Administrative Agent that the Borrower is, as of the date of such Advance and a Use of Proceeds Letterafter giving effect thereto, in compliance with Sections 7.8, 7.9, 7.10, 7.11 and 7.12 hereof; (dc) Each of the Administrative Agent and the Banks Lenders shall have received all such other certificates, reports, statements, opinions of counsel (if such Advance is in connection with an Acquisition) or other documents as the Administrative Agent or any Bank Lender may reasonably request; (ed) With respect to any Advance relating to any Acquisition or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and the Banks Lenders shall have received such documents and instruments relating to such Acquisition or formation of such a new Subsidiary as are described in Section 5.13 5.14 hereof or otherwise required herein; and (fe) No event Materially Adverse Effect shall have occurred and no condition event shall exist have occurred which, in the judgment reasonable opinion of the Majority BanksRequired Lenders, has had or may be expected to have a Materially Adverse Effect on the business, assets or financial condition of the Borrower or any of its SubsidiariesEffect.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks each Lender to make each Advance after to be made by it (including the Agreement initial Advance) on each Borrowing Date is shall be subject to the fulfillment of each (or written waiver) of the following conditions; provided that the conditions immediately prior described in clauses (d) and (e) (other than a Default or Event of Default described in Section 6.01(i)) below need not be satisfied if the proceeds of the Advance are used to fund Revolving Collateral Loans or contemporaneously with such AdvanceDelayed Drawdown Collateral Loans then owned by the Borrower to fund the Revolving Reserve Account to the extent required under Section 8.04: (a) All subject to Section 2.02, either (x) the Administrative Agent must have received and approved an Approval Request for the loan(s) the Borrower intends to purchase with the proceeds of the Advance and such approval has not expired or been rescinded or (y) the loan(s) the Borrower intends to purchase with the proceeds of the Advance must be on the current Approved List; (b) the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance (including the Borrowing Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.03; (c) immediately before and after the making of such Advance on the applicable Borrowing Date, the Coverage Tests shall be satisfied (as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of Borrowing) and the Collateral Quality Test will be satisfied, maintained or improved; (d) each of the representations and warranties of the Borrower under this Agreement Borrower, the Servicer and the other Loan Equityholder contained in the Facility Documents (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries), which, pursuant to Section 4.2 hereof, are made at and as of the time of such Advance, shall be true and correct at such time in all material respects, both before and after giving effect respects as of such Borrowing Date (except to the application extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date); (e) no Default, Event of Default, Potential Servicer Removal Event or Servicer Removal Event shall have occurred and be continuing at the time of the proceeds making of such Advance or shall result upon the making of such Advance, and ; (f) the Reinvestment Period shall not have terminated; (g) after giving effect to any updates to information provided to Advance of an Available Currency not denominated in Dollars, the Banks in accordance with the terms Dollar Equivalent of such representations and warranties, and no Default hereunder shall then exist or be caused thereby; (b) With respect to Advances which, if funded, would increase the aggregate principal amount of all Advances denominated in an Available Currency other than Dollars shall not exceed the Loans outstanding hereunder, the Administrative Agent and the Banks shall have received a certificate of the Borrower stating that there is no default or event of default, and no event or condition exists which could give rise to any put right or other right of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and Non-Dollar Sublimit; (h) after giving effect to such Advance, the proposed Advance Dollar Equivalent of the Loans hereunder. (c) With respect to Advances which, if funded, would increase the aggregate outstanding principal amount of Loans outstanding hereunder, the Administrative Agent shall have received a duly executed Request for Advance and a Use of Proceeds Letter; (d) Each balance of the Administrative Agent and Advances shall not exceed an amount equal to the Banks shall have received all such other certificates, reports, statements, opinions Dollar Equivalent of counsel (if such Advance is in connection with an Acquisition) or other documents as the Administrative Agent or any Bank may reasonably request; (e) With respect to any Advance relating to any Acquisition or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and the Banks shall have received such documents and instruments relating to such Acquisition or formation of such new Subsidiary as are described in Section 5.13 hereof or otherwise required hereinMaximum Facility Amount; and (f1) No event after giving effect to such Advance, the Dollar Equivalent of the aggregate outstanding principal balance of the Advances shall have occurred and no condition shall exist whichnot exceed an amount equal to the Dollar Equivalent of the sum of: (i) the Aggregate Net Collateral Balance, minus (ii) the Minimum Equity Amount, plus (iii) the aggregate amounts on deposit in the judgment of the Majority Banks, has had or may be expected to have a Materially Adverse Effect on the business, assets or financial condition of the Borrower or any of its SubsidiariesPrincipal Collection Subaccount constituting Principal Proceeds.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks each Lender to make each available its Ratable Share of an Advance after on the Agreement Date is occasion of such Advance (including the Advance made on the Initial Funding Date) shall be subject to the fulfillment of each of the following further conditions immediately prior to or contemporaneously with such Advanceprecedent: (a) All Borrower shall have delivered a Notice of Borrowing in accordance with the requirements hereof. (b) Each of the representations and warranties of the Borrower under this Agreement and the other Loan Documents (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries), which, pursuant to Section 4.2 hereof, are made at and as of the time of such Advance, contained in Article IV shall be true and correct at such time in all material respects, both before respects on the on and as of the date of such Advance as if made on such date. (c) No LTV Breach shall exist or will exist after giving effect to such Advance and to the application of the proceeds of such Advance, and after giving effect to any updates to information provided to the Banks in accordance with the terms of such representations and warranties, and no Default hereunder shall then exist or be caused thereby; (b) With respect to Advances which, if funded, would increase the aggregate principal amount of the Loans outstanding hereunder, the Administrative Agent and the Banks shall have received a certificate of the Borrower stating that there is no default or event of default, and no event or condition exists which could give rise to any put right or other right of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and after giving effect to the proposed Advance of the Loans hereundertherefrom. (c) With respect to Advances which, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent shall have received a duly executed Request for Advance and a Use of Proceeds Letter; (d) Each There shall not have been any Law applicable to the transactions contemplated herein, or the financing thereof, promulgated, enacted, entered or enforced by any Governmental Authority, nor shall there be pending any action or proceeding by or before any Governmental Authority involving a substantial likelihood of an order, that would prohibit, restrict, delay or otherwise materially affect the execution, delivery and performance of any of the Administrative Agent and Facility Documents or the Banks shall have received all such other certificates, reports, statements, opinions making of counsel (if such Advance is in connection with an Acquisition) or other documents as the Administrative Agent or any Bank may reasonably request;Advances. (e) With respect to any Advance relating to any Acquisition or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and the Banks shall have received such documents and instruments relating to such Acquisition or formation of such new Subsidiary as are described in Section 5.13 hereof or otherwise required herein; and (f) No event shall have occurred and no condition shall exist whichbe continuing, in or would result from such Advance or from the judgment application of the Majority Banksproceeds therefrom, which constitutes a Default or an Event of Default. (f) If, as a result of a Change in Law, Administrative Agent shall have requested the same, Administrative Agent shall have received from counsel for Borrower (who shall be reasonably satisfactory to Administrative Agent) an opinion in form and substance satisfactory to Administrative Agent, addressed to Administrative Agent and each Lender, dated the date of such Advance, covering such of the matters set forth above as Administrative Agent shall specify and such other matters incident to the transactions contemplated herein as Administrative Agent may request. (g) Neither Administrative Agent nor Borrower shall have provided notice of termination of the Facility in whole, or in part sufficient to cause the Total Loan Amount to exceed the Facility Limit after giving effect to both any requested Advance and any requested termination pursuant to Section 2.03. (h) Administrative Agent shall have received evidence that the Collateral Requirement has had been satisfied in all respects. (i) Administrative Agent shall have received such other approvals, opinions and documents relating to this Agreement and the transactions contemplated hereby as it shall have reasonably requested (including, but not limited to, control agreement(s) with financial or may securities intermediaries). (j) There shall not be any action, suit, investigation or proceeding pending or, to the knowledge of Borrower, threatened in any court or before any arbitrator or Governmental Authority that could reasonably be expected to have a Materially Material Adverse Effect Effect. Each Notice of Borrowing shall be deemed to be a representation and warranty that the conditions specified in Section 3.01 (solely for the initial Advance), Section 3.02 and Section 3.03, as applicable, have been satisfied on the business, assets or financial condition and as of the Borrower or any date of its Subsidiariesthe making of an Advance.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks Lenders to make each Advance, including the initial Advance after hereunder (but excluding Advances, the Agreement Date proceeds of which are to reimburse (i) the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Banks for amounts drawn under a Letter of Credit), is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All of the representations and warranties of the Borrower Parties under this Agreement and the other Loan Documents (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries)Documents, which, pursuant to Section 4.2 hereof5.4, are made at and as of the time of such Advance, shall be true and correct at such time in all material respectsrespects (without duplication of any materiality qualifier contained therein) at such time, both before and after giving effect to the application of the proceeds of such the Advance, and after giving effect to any updates to information provided to the Banks in accordance with the terms of such representations and warranties, and no Default hereunder shall then exist or be caused thereby; (b) With respect Since January 30, 2016, there shall have been no change that has had or could be reasonably expected to Advances whichhave a Materially Adverse Effect; (c) There shall not exist on the date of such Advance and after giving effect thereto, if funded, would increase the aggregate principal amount of the Loans outstanding hereunder, the a Default; and (d) The Administrative Agent and the Banks shall have received a certificate of the Borrower stating that there is no default or event of default, and no event or condition exists which could give rise to any put right or other right of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and after giving effect to the proposed Advance of the Loans hereunder. (c) With respect to Advances which, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent shall have received a duly executed Request for Advance and a Use of Proceeds Letter; (d) Each of the Administrative Agent and the Banks Lenders shall have received all such other certificates, reports, statements, opinions of counsel (if such Advance is in connection with an Acquisition) counsel, or other documents as the Administrative Agent or any Bank Lenders may reasonably request; (e) With respect request and all other conditions to any the making of such Advance relating to any Acquisition or which are set forth in this Agreement shall have been fulfilled. The Borrowers hereby agree that the formation delivery of any Subsidiary which is permitted hereunder, Request for Advance hereunder or any telephonic request for an Advance hereunder shall be deemed to be the Administrative Agent and the Banks shall have received such documents and instruments relating to such Acquisition or formation of such new Subsidiary as are described in Section 5.13 hereof or otherwise required herein; and (f) No event shall have occurred and no condition shall exist which, in the judgment certification of the Majority Banks, has had or may be expected to have a Materially Adverse Effect on the business, assets or financial condition Authorized Signatory thereof that all of the Borrower conditions set forth in this Section 4.2 have been satisfied. Notwithstanding the foregoing, if the conditions, or any of its Subsidiariesthem, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 11.12.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks Lenders to make each Advance after the Agreement Date (other than in connection with a Continuation or Conversion) is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All all of the representations and warranties of the Borrower under this Agreement and the other Loan Documents (including, without limitation, all representations and warranties with respect to the Borrower's ’s Subsidiaries, if any), which, pursuant to Section 4.2 hereof, are made at and as of the time of such AdvanceAdvance (except to the extent previously fulfilled in accordance with the terms hereof and to the extent relating specifically to a specific prior date), shall be true and correct at such time in all material respects, both before and after giving effect to the application of the proceeds of such Advance, and after giving effect to any updates to information provided to the Banks Lenders in accordance with the terms of such representations and warranties, and no Default hereunder shall then exist or be caused thereby; (b) With respect to Advances which, if funded, would increase the aggregate principal amount of the Loans outstanding hereunder, the Administrative Agent and the Banks shall have received a certificate of the Borrower stating that there is no default or event of default, and no event or condition exists which could give rise to any put right or other right of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and after giving effect to the proposed Advance of the Loans hereunder. (c) With respect to Advances which, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent shall have received a duly executed Request for Advance and a Use of Proceeds LetterAdvance; (dc) Each of the Administrative Agent and the Banks shall have received all such other certificates, reports, statements, opinions of counsel (if such Advance is in connection with an Acquisition) or other documents as the Administrative Agent or any Bank may reasonably request; (e) With respect to any Advance relating to any Acquisition or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and the Banks Lenders shall have received such documents and instruments relating to such Acquisition or formation of such a new Subsidiary as are described in Section 5.13 5.12 hereof or otherwise required herein; andherein on or before the requested funding date; (fd) No no event shall have occurred and no condition shall exist which, in the judgment of the Majority Banks, which has had or may could reasonably be expected to have a Materially Adverse Effect Effect; and (e) on the businessdate of such Request for Advance, assets or financial condition of after giving effect to such Advance, the Borrower shall be in compliance on a pro forma basis with the covenants set forth in Sections 7.8 and 7.9 of this Agreement. The acceptance of proceeds of any Advance (other than a Continuation or a Conversion) shall be deemed to be a representation and warranty by the Borrower as to compliance with this Section 3.2 on the date any of its Subsidiariessuch Loan is made.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks each Lender to make each Advance after to be made by it (including the Agreement initial Advance) on each Borrowing Date is shall be subject to the fulfillment of each (or written waiver) of the following conditions; provided that the conditions immediately prior described in clauses (d) and (e) (other than a Default or Event of Default described in Section 6.01(i)) below need not be satisfied if the proceeds of the Advance are used to fund Revolving Collateral Loans or contemporaneously with such AdvanceDelayed Drawdown Collateral Loans then owned by the Borrower to fund the Revolving Reserve Account to the extent required under Section 8.04: (a) All subject to Section 2.02, the Administrative Agent must have received and approved an Approval Request for the loan(s) the Borrower intends to purchase with the proceeds of the Advance and such approval has not expired or been rescinded or the loan(s) the Borrower intends to purchase with the proceeds of the Advance must be on the current Approved List; (b) the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance (including the Borrowing Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.03; (c) immediately before and after the making of such Advance on the applicable Borrowing Date, the Coverage Tests shall be satisfied (as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of Borrowing) and the Collateral Quality Test will be satisfied, maintained or improved; (d) each of the representations and warranties of the Borrower under this Agreement Borrower, the Servicer and the other Loan Equityholder contained in the Facility Documents (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries), which, pursuant to Section 4.2 hereof, are made at and as of the time of such Advance, shall be true and correct at such time in all material respects, both before and after giving effect respects as of such Borrowing Date (except to the application extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date); (e) no Default, Event of Default, Potential Servicer Removal Event or Servicer Removal Event shall have occurred and be continuing at the time of the proceeds making of such Advance or shall result upon the making of such Advance, and ; (f) the Reinvestment Period shall not have terminated; (g) after giving effect to any updates to information provided to Advance of an Available Currency not denominated in Dollars, the Banks in accordance with the terms Dollar Equivalent of such representations and warranties, and no Default hereunder shall then exist or be caused thereby; (b) With respect to Advances which, if funded, would increase the aggregate principal amount of all Advances denominated in an Available Currency other than Dollars shall not exceed the Loans outstanding hereunder, the Administrative Agent and the Banks shall have received a certificate of the Borrower stating that there is no default or event of default, and no event or condition exists which could give rise to any put right or other right of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and Non-Dollar Sublimit; (h) after giving effect to such Advance, the proposed Advance Dollar Equivalent of the Loans hereunder. (c) With respect to Advances which, if funded, would increase the aggregate outstanding principal amount of Loans outstanding hereunder, the Administrative Agent shall have received a duly executed Request for Advance and a Use of Proceeds Letter; (d) Each balance of the Administrative Agent and Advances shall not exceed an amount equal to the Banks shall have received all such other certificates, reports, statements, opinions Dollar Equivalent of counsel (if such Advance is in connection with an Acquisition) or other documents as the Administrative Agent or any Bank may reasonably request; (e) With respect to any Advance relating to any Acquisition or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and the Banks shall have received such documents and instruments relating to such Acquisition or formation of such new Subsidiary as are described in Section 5.13 hereof or otherwise required hereinMaximum Facility Amount; and (fi) No event after giving effect to such Advance, the Dollar Equivalent of the aggregate outstanding principal balance of the Advances shall have occurred and no condition shall exist whichnot exceed an amount equal to the Dollar Equivalent of the sum of: (i) the Aggregate Net Collateral Balance, minus (ii) the Minimum Equity Amount, plus (iii) the aggregate amounts on deposit in the judgment of the Majority Banks, has had or may be expected to have a Materially Adverse Effect on the business, assets or financial condition of the Borrower or any of its SubsidiariesPrincipal Collection Subaccount constituting Principal Proceeds.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks Lender to make each Advance after (including the Agreement Date is Initial Advance), shall be subject to the fulfillment of each satisfaction of the following further conditions immediately prior to precedent before or contemporaneously concurrently with the date of such Advance: (a) All the following statements shall be true and Lender shall have received a certificate signed by a duly authorized officer of a member of Borrower, dated the date of such Advance, stating that (and each of the giving of the applicable Notice of Borrowing and the acceptance by Borrower of the proceeds of such Advance shall constitute a representation and warranty by Borrower that both on the date of such Notice of Borrowing and on the date of such Advance such statements are true): (i) the representations and warranties of the Borrower under this Agreement and the other contained in each Loan Documents (including, without limitation, Document are correct in all representations and warranties with respect to the Borrower's Subsidiaries), which, pursuant to Section 4.2 hereof, are made at material respects on and as of the time of such Advancedate, shall be true and correct at such time in all material respects, both before and after giving effect to such Advance and to the application of the proceeds therefrom, as though made on and as of such Advancedate and each Mezzanine Loan or B Note, and after giving effect in respect in which such Advance is made, is an Eligible Mezzanine Loan or Eligible B Note, as the case may be, subject, in either case, to any updates exceptions approved in advance by Lender; (ii) no event has occurred and is continuing, or would result from such Advance or from the application of the proceeds therefrom, that constitutes a Default; (iii) the funding of such Advance would not exceed the applicable Borrowing Limit; (iv) no Borrowing Base Deficiency in excess of the applicable Threshold Amount (based upon the Loan Values at the time of Borrower’s request for such Advance) exists with respect to any outstanding Advance; and (v) the information provided relating to the Banks Mezzanine Loans and B Notes contained in accordance with the terms of schedule attached hereto as Exhibit C shall be attached to such representations certificate and warranties, such certificate shall state that said information is true and no Default hereunder shall then exist or be caused thereby;correct. (b) With respect to Advances which, if funded, would increase the aggregate principal amount of the Loans outstanding hereunder, the Administrative Agent and the Banks Lender shall have received a certificate on or before the date of the Borrower stating that there is no default proposed Advance, the following, each dated such day (unless otherwise specified), in form and substance satisfactory to Lender (unless otherwise specified): (i) a Notice of Borrowing; and (ii) a Borrowing Base Certificate and the Legal File for each Mezzanine Loan or event of default, and no event or condition exists which could give rise B Note added to any put right or other right of prepayment under, any the Collateral since the date of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and after giving effect to the proposed Advance of the Loans hereunderlast Advance. (c) With respect to Advances which, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent shall have received a duly executed Request for Advance and a Use of Proceeds Letter; (d) Each of the Administrative Agent and the Banks shall have received all such other certificates, reports, statements, opinions of counsel (if such Advance is in connection with an Acquisition) or other documents as the Administrative Agent or any Bank may reasonably request; (e) With respect to any Advance relating to any Acquisition or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and the Banks Lender shall have received such other approvals, opinions or documents and instruments relating to such Acquisition or formation of such new Subsidiary as are described in Section 5.13 hereof or otherwise required herein; and (f) No event shall have occurred and no condition shall exist which, in the judgment of the Majority Banks, has had or Lender may be expected to have a Materially Adverse Effect on the business, assets or financial condition of the Borrower or any of its Subsidiariesreasonably request.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks Lenders to make each Advance after (including the Agreement Date initial Advance hereunder and any Advance of the Incremental Term Loans) is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All of the representations and warranties of made by or with respect to Holdco, the Borrower and its Subsidiaries, or any of them, under this Agreement and the other Loan Documents (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries)Documents, which, pursuant to Section 4.2 hereof, are made at and as of the time of such Advance, shall be true and correct at such time in all material respects, both before and after giving effect to the application of the proceeds of such Advance, and after giving effect Advance unless specifically relating to any updates to information provided to the Banks in accordance with the terms of such representations and warranties, and no Default hereunder shall then exist or be caused thereby;an earlier date; and (b) With respect to Advances whichThere shall not exist, if funded, would increase on the aggregate principal amount date of the Loans outstanding hereunder, the Administrative Agent and the Banks shall have received a certificate making of the Borrower stating that there is no default or event of default, and no event or condition exists which could give rise to any put right or other right of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before such Advance and after giving effect to the proposed application of the proceeds of such Advance, a Default or Event of Default hereunder (other than (x) during the Forbearance Period, any Specified Default and (y) with respect to any Advance of the Incremental Term Loans hereunder. (c) With respect the proceeds of which shall be used to Advances whichfund the Bond Interest Payment, if fundedwhether such Advance is made during or after expiration of the Forbearance Period, would increase the aggregate principal amount any Default or Event of Loans outstanding hereunderDefault other than a Material Default), and the Administrative Agent shall have received a duly executed Request for Advance and a Use of Proceeds Letter; signed by an Authorized Signatory so certifying, which Request for Advance shall also (d) Each except with respect to Advances of the Administrative Agent Incremental Term Loans made during the Forbearance Period or after expiration of the Forbearance Period for the purpose of funding the Bond Interest Payment) provide calculations demonstrating the Borrower's compliance with Sections 8.1 and the Banks shall have received all such other certificates, reports, statements, opinions of counsel (if such Advance is in connection with an Acquisition) or other documents as the Administrative Agent or any Bank may reasonably request; (e) With respect to any Advance relating to any Acquisition or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent 8.2 hereof before and the Banks shall have received such documents and instruments relating after giving effect to such Acquisition or formation of such new Subsidiary as are described in Section 5.13 hereof or otherwise required herein; and (f) No event shall have occurred and no condition shall exist which, in the judgment of the Majority Banks, has had or may be expected to have a Materially Adverse Effect on the business, assets or financial condition of the Borrower or any of its SubsidiariesAdvance."

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks to make each Advance on or after the Agreement Date which increases the principal amount of the Loans outstanding is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All of the representations and warranties of the Borrower under this Agreement and the other Loan Documents (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries), which, pursuant to Section 4.2 hereof, are made at and as of the time of such Advance, shall be true and correct at such time in all material respects, both before and after giving effect to the application of the proceeds of such Advance, and after giving effect to any updates to information provided to the Banks in accordance with the terms of such representations and warranties, and no Default hereunder shall then exist or be caused thereby; (b) With respect to Advances which, if funded, would increase the aggregate principal amount of the Loans outstanding hereunder, the Administrative Agent and the Banks shall have received a certificate of the Borrower stating that there is no default or event of default, and no event or condition exists which could give rise to any put right or other right of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and after giving effect to the proposed Advance of the Loans hereunder. (c) With respect to Advances which, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent shall have received a duly executed Request for Advance which shall contain evidence satisfactory to the Administrative Agent that the Borrower is, as of the date of such Advance and a Use after giving effect thereto, in compliance with Sections 7.8, 7.9 and 7.10 hereof (which, with respect to the Maine Acquisition, shall be based upon financial operations of Proceeds Letterthe Borrower and of the operations conducted with the assets subject to the Maine Acquisition as of the calendar quarter ended December 31, 1996; (dc) Each of the Administrative Agent and the Banks shall have received all such other certificates, reports, statements, opinions of counsel (if such Advance is in connection with an Acquisition) or other documents as the Administrative Agent or any Bank may reasonably request; (ed) With respect to any Advance relating to any Acquisition or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and the Banks shall have received such documents and instruments relating to such Acquisition or formation of such a new Subsidiary as are described in Section 5.13 5.14 hereof or otherwise required herein; and (fe) No event Materially Adverse Effect shall have occurred and no condition event shall exist have occurred which, in the judgment reasonable opinion of the Majority Banks, has had or may be expected to have a Materially Adverse Effect on the business, assets or financial condition of the Borrower or any of its SubsidiariesEffect.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks Lender to make each Advance after (including the Agreement Date is Initial Advance), shall be subject to the fulfillment of each satisfaction of the following further conditions immediately prior to precedent before or contemporaneously concurrently with the date of such Advance: (a) All the following statements shall be true and Lender shall have received a certificate signed by a duly authorized officer of a member of Borrower, dated the date of such Advance, stating that (and each of the giving of the applicable Notice of Borrowing and the acceptance by Borrower of the proceeds of such Advance shall constitute a representation and warranty by Borrower that both on the date of such Notice of Borrower and on the date of such Advance such statements are true): (i) the representations and warranties of the Borrower under this Agreement and the other contained in each Loan Documents (including, without limitation, Document are correct in all representations and warranties with respect to the Borrower's Subsidiaries), which, pursuant to Section 4.2 hereof, are made at material respects on and as of the time of such Advancedate, shall be true and correct at such time in all material respects, both before and after giving effect to such Advance and to the application of the proceeds therefrom, as though made on and as of such Advancedate and each Mortgage Loan, and after giving effect in respect in which such Advance is made, is an Eligible Mortgage Loan, subject to any updates to exceptions approved in advance by Lender; (ii) no event has occurred and is continuing, or would result from such Advance or from the application of the proceeds therefrom, that constitutes a Default; (iii) the funding of such Advance would not exceed the Borrowing Limit (based upon the Loan Values at the time of Borrower's request for such Advance) or violate any of the limitations set forth in SECTION 2.02; (iv) no Borrowing Base Deficiency (based upon the Loan Values at the time of Borrower's request for such Advance) exists or would result from such Advance or from the application of the proceeds therefrom; and (v) the information provided relating to the Banks Mortgage Loans contained in accordance with the terms of schedule attached hereto as EXHIBIT D shall be attached to such representations certificate and warranties, such certificate shall state that said information is true and no Default hereunder shall then exist or be caused thereby;correct. (b) With respect to Advances which, if funded, would increase the aggregate principal amount of the Loans outstanding hereunder, the Administrative Agent and the Banks Lender shall have received a certificate on or before the date of the Borrower stating that there is no default or event proposed Advance, the following, each dated such day (unless otherwise specified), in form and substance satisfactory to Lender (unless otherwise specified): (i) a Borrowing Base Certificate; (ii) a duly executed Assignments of default, Mortgage and no event or condition exists which could give rise endorsements to any put right or other right of prepayment under, any each Mortgage Note prepared in blank; and (iii) the Mortgage File for each Mortgage Loan added to the Collateral since the date of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and after giving effect to the proposed Advance of the Loans hereunderlast Advance. (c) With respect to Advances which, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent shall have received a duly executed Request for Advance and a Use of Proceeds Letter; (d) Each of the Administrative Agent and the Banks shall have received all such other certificates, reports, statements, opinions of counsel (if such Advance is in connection with an Acquisition) or other documents as the Administrative Agent or any Bank may reasonably request; (e) With respect to any Advance relating to any Acquisition or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and the Banks Lender shall have received such other approvals, opinions or documents and instruments relating to such Acquisition or formation of such new Subsidiary as are described in Section 5.13 hereof or otherwise required herein; and (f) No event shall have occurred and no condition shall exist which, in the judgment of the Majority Banks, has had or Lender may be expected to have a Materially Adverse Effect on the business, assets or financial condition of the Borrower or any of its Subsidiariesreasonably request.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks each Lender to make each Advance after to be made by it (including the Agreement initial Advance) on each Borrowing Date is shall be subject to the fulfillment of each (or written waiver) of the following conditions immediately prior to or contemporaneously with such Advanceconditions: (a) All the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance (including the Borrowing Base Calculation Statement and EOD OC Ratio Calculation Statement attached thereto, all duly completed and specifying certain information regarding each Collateral Asset being acquired and representing the conditions precedent for such Advance have been met) delivered in accordance with Section 2.03; (b) immediately before and after the making of such Advance on the applicable Borrowing Date, the Distribution OC Coverage Test and the OC Coverage Test shall be satisfied (as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of Borrowing); (c) each of the representations and warranties of the Borrower under this Agreement Borrower, the Equityholder and the other Loan Servicer contained in the Facility Documents (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries), which, pursuant to Section 4.2 hereof, are made at and as of the time of such Advance, shall be true and correct at such time in all material respects, both before and after giving effect respects as of such Borrowing Date (except to the application of the proceeds of such Advance, and after giving effect to any updates to information provided to the Banks in accordance with the terms of extent such representations and warrantieswarranties expressly relate to any earlier date, in which case such representations and no Default hereunder warranties shall then exist or be caused thereby; (b) With respect to Advances which, true and correct in all material respects as of such earlier date as if funded, would increase the aggregate principal amount made on such date); provided that any representations of the Loans outstanding hereunderBorrower, the Administrative Agent Equityholder and the Banks Servicer contained in the Facility Documents that is already qualified by any materiality standard or a no Material Adverse Effect standard shall have received a certificate be true and correct in all respects as of such Borrowing Date (except to the Borrower stating that there is no default or event of default, extent such representations and no event or condition exists which could give rise warranties expressly relate to any put right or other right earlier date, in which case such representations and warranties shall be true and correct as of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and after giving effect such earlier date as if made on such date) without regard to the proposed Advance of the Loans hereunder. materiality standard set forth in this clause (c) With respect to Advances which, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent shall have received a duly executed Request for Advance and a Use of Proceeds Letter); (d) Each no Default, Event of Default, Potential Servicer Removal Event or Servicer Removal Event shall have occurred and be continuing at the time of the Administrative Agent and the Banks shall have received all such other certificates, reports, statements, opinions making of counsel (if such Advance is in connection with an Acquisition) or other documents as shall result upon the Administrative Agent or any Bank may reasonably requestmaking of such Advance; (e) With respect to any Advance relating to any Acquisition or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and the Banks Reinvestment Period shall not have received such documents and instruments relating to such Acquisition or formation of such new Subsidiary as are described in Section 5.13 hereof or otherwise required hereinterminated; and (f) No event shall have occurred and no condition shall exist whichafter giving effect to such Advance, in the judgment aggregate outstanding principal balance of the Majority Banks, has had or may be expected to have a Materially Adverse Effect on Advances shall not exceed the business, assets or financial condition of the Borrower or any of its SubsidiariesMaximum Facility Amount.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks Lender to make an Advance on each Drawdown Date, including the first Advance after on the Agreement Date first Drawdown Date, is subject to the fulfillment of each of the following conditions immediately precedent having been satisfied (or waived in writing by the Lender) on or prior to or contemporaneously with such AdvanceDrawdown Date: (a) All the Lender shall have received a Notice of Drawdown with respect to such Advance as required by Section 2.03; (b) the Borrowers shall have paid the fees due and payable pursuant to Section 2.08 and all other fees payable pursuant this Agreement and the Fee Letter; (c) immediately after the making of the relevant Advance, the aggregate outstanding principal amount of the Advances shall not exceed the Commitment; (d) immediately before and after giving effect to the making of the relevant Advance, no Default shall have occurred and be continuing; (e) the representations and warranties of the Borrower under Obligors contained in this Agreement and the other Loan Documents (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries), which, pursuant to Section 4.2 hereof, are made at shall be true on and as of the time date of the making of the relevant Advance, unless such representation or warranty shall expressly relate to a different date; (f) the Lender shall have received on or before the relevant Drawdown Date the following, each dated as of such AdvanceDrawdown Date (unless otherwise specified), shall be true in form and correct at such time in all material respects, both before and after giving effect substance satisfactory to the application Lender (unless otherwise specified): (i) such evidence as the Lender and its counsel shall require in relation to the due authorization and execution by the relevant seller, as the case maybe, of the acquisition agreement relating to the relevant Vessel and all documents to be executed by the relevant seller pursuant thereto; (ii) evidence that (A) the relevant Vessel has been unconditionally delivered by the relevant seller to the relevant Borrower in accordance with all the terms of the relevant acquisition agreement, free and clear of all Liens, (B) the relevant seller shall have been paid in full under the terms of the relevant acquisition agreement, and (C) the relevant Vessel has been duly registered in the ownership of the relevant Borrower under the laws and the flag of the Republic of Panama and bareboat charter registered in the name of a Philippine Charterer of such Vessel under the laws and the flag of the Republic of the Philippines; (iii) a Valuation dated, in the case of any Valuation of the "Chesapeake Belle", not more than 60 days, or in the case of each other Valuation, not more than 14 days, prior to the relevant Drawdown Date indicating the Fair Market Value of the relevant Vessel and issued by an Appraiser selected by the Borrowers at the expense of the Borrowers; (iv) such evidence as the Lender or its counsel may require that cash contributions to the capital of the relevant Borrower shall have been made in an aggregate amount acceptable to the Lender in its sole absolute discretion and sufficient to fund any portion of the purchase price of the relevant Vessel and working capital of the relevant Borrower that shall not be funded out of the proceeds of the relevant Advance; (v) a certificate of each Obligor signed on behalf of such Obligor by its secretary or any assistant secretary or treasurer certifying as of such Drawdown Date as to (A) the absence of any amendment to the articles of incorporation, certificate of incorporation or other constitutional document (as the case may be) or by-laws of such Obligor since the date of the certificate referred to in Section 3.01(a)(iv) above and (B) the due incorporation and good standing of such Obligor as a corporation organized under the laws of its jurisdiction of incorporation and the absence of any proceeding for the dissolution or liquidation of such Obligor; (vi) a certificate of each Obligor signed on behalf of such Obligor by its chief financial officer certifying as of such Drawdown Date as to (A) the veracity in all respects of the representations and warranties contained in this Agreement and each other Loan Document to which such Obligor is a party and the matters certified in the certificates delivered by such Obligor pursuant to Sections 3.01 (a)(ii) and (iii) above as though made on and as of such Drawdown Date and (B) the absence of any event occurring and continuing, or would result from the making of the relevant Advance, that constitutes or would constitute a Default; (vii) the original of any power of attorney issued in favor of any Person executing any Loan Document (or any other document delivered pursuant to a Loan Document) on behalf of any Obligor; (viii) true and complete copies of all governmental or regulatory consents, filings, registrations, approvals and waivers required in connection with the execution, delivery and performance of (A) the relevant acquisition agreement (if applicable) for the relevant Vessel, (B) each Loan Document executed in relation to the relevant Advance and each Charter, including the Philippine Charter, executed in connection with such Vessel, and (C) the consummation of the transactions contemplated thereby; (ix) a Mortgage relating to the relevant Vessel, duly executed and delivered by the relevant Borrower and duly registered by the Mercantile (Marine) Section of the Public Registry of the Republic of Panama in accordance with the laws of the Republic of Panama, and all fees and expenses in connection with the registration of such Mortgage shall have been duly paid; (x) a Multi-Party Agreement relating to the relevant Vessel, duly executed and delivered by the relevant Borrower and each other Charterer of the Vessel (other than any Philippine Charterer) that shall have chartered the Vessel to (1) TBSIL or one of its Affiliates or (2) another Person pursuant to a Charter that, in the case of this clause (2), after giving effect to any updates renewals or other extensions provided therein and in the absence of any early termination, shall or would have a term of more than one year, together with (A) notices in substantially the form of Exhibit A and Exhibit B thereto duly executed by such Borrower and each such Charterer, (B) acknowledgments in substantially the form attached to information provided such notices duly executed by each charterer from such Borrower or Charterer, (C) an irrevocable power of attorney substantially in the form of Exhibit C thereto duly executed by such Borrower and the relevant Philippine Charterer with respect to such Vessel and, if executed by any party thereto outside of the Republic of the Philippines, duly consularized before a consulate of the Republic of the Philippines in the jurisdiction of execution, (D) an undated letter in the form of Exhibit D to the Banks Multi-Party Agreement duly executed by such Borrower and Philippine Charterer and (E) an acknowledgment in accordance with substantially the terms form of such representations and warranties, and no Default hereunder shall then exist or be caused therebyExhibit E thereto duly executed by the Sub-Charterer; (bxi) With a Philippine Assignment relating to the relevant Vessel, duly executed and delivered by the relevant Philippine Charterer; (xii) an Earnings Assignment relating to the relevant Vessel, duly executed and delivered by the relevant Borrower, together with a notice of assignment in the form attached thereto duly executed by such Borrower; (xiii) an Insurance Assignment relating to the relevant Vessel, duly executed and delivered by the relevant Borrower and the relevant Philippine Charterer, together with a fully executed notice of assignment substantially in the form attached thereto; (xiv) [intentionally omitted]; (xv) an Approved Manager's Undertaking relating to the relevant Vessel, duly executed by each Approved Manager of the relevant Vessel; (xvi) evidence of insurance in respect of the relevant Vessel naming the Lender as insured and loss payee with such responsible and reputable insurance companies or associations, and in such amounts and covering such risks, as is required pursuant to the relevant Mortgage; (xvii) a favorable opinion from an independent insurance consultant acceptable to the Lender on such matters relating to the insurances for the relevant Vessel as the Lender may require; (xviii) a Certificate of Ownership and Encumbrance issued by the Mercantile (Marine) Section of the Public Registry of the Republic of Panama stating that the relevant Vessel is owned by the relevant Borrower and that there are on record no Liens on such Vessel except the relevant Mortgage; (xix) evidence of the completion of all other registrations, recordings and filings of, or with respect to, the Collateral Documents executed in connection with the making of the relevant Advance that the Lender may deem necessary or desirable in order to perfect and protect the Liens created thereby, including under the UCC; (xx) a copy of a certificate duly issued by the Classification Society to the effect that the relevant Vessel has received the highest classification and rating for vessels of the same age and type, free of all recommendations and notations of the Classification Society affecting class; (xxi) evidence that the relevant Vessel will, as from the relevant Drawdown Date, be managed by an Approved Manager on terms acceptable to the Lender together with: (A) copies of the document of compliance (DOC) and safety management certificate (SMC) referred to in paragraph (a) in the definition of "ISM Code Documentation", certified as true and in effect by the relevant Borrower and such Approved Manager; and (B) copies of such ISM Code Documentation as the Lender may by written notice to the relevant Borrower have requested not later than two days before the relevant Drawdown Date, certified as true and complete in all material respects by the relevant Borrower and such Approved Manager; (xxii) as to each Charterer of the relevant Vessel that is not an Obligor, including each Philippine Charterer of such Vessel: (A) certified copies of the resolutions of the board of directors (and shareholders, if necessary) of such Charterer approving the Loan Documents to which it is or is to be a party and the other documents to be delivered by it thereunder, and of all documents evidencing other necessary corporate action and governmental approvals of such Charterer with respect to Advances which, if funded, would increase the aggregate principal amount of the Loans outstanding hereunder, the Administrative Agent Loan Documents to which it is or is to be a party and the Banks shall have received other documents to be delivered by it thereunder; (B) a certificate of the Borrower stating that there is no default secretary or event an assistant secretary or treasurer of default, such Charterer certifying the names and no event or condition exists which could give rise to any put right or other right of prepayment under, any true signatures of the agreements evidencing Indebtedness for Money Borrowed respective officers of each such Charterer authorized to sign the Borrower Loan Documents which it is or any of its Subsidiaries, both before is to be a party and after giving effect the other documents to the proposed Advance of the Loans hereunder. (c) With respect to Advances which, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent shall have received a duly executed Request for Advance and a Use of Proceeds Letterbe delivered by it thereunder; (dC) Each a copy of the Administrative Agent and the Banks shall have received all such other certificatesarticles of incorporation, reports, statements, opinions certificate of counsel (if such Advance is in connection with an Acquisition) incorporation or other documents constitutional document (as the Administrative Agent or any Bank case may reasonably request; (ebe) With respect to any Advance relating to any Acquisition or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and the Banks shall have received such documents and instruments relating to such Acquisition or formation by-laws of such new Subsidiary Charterer and each amendment thereto, certified (as are described in Section 5.13 hereof of a date reasonably near such Drawdown Date) by the secretary or otherwise required hereinassistant secretary of such Charterer as being a true and correct copy thereof; and (fD) No event shall have occurred a copy of a certificate of good standing of each Charterer, dated as of a date reasonably near such Drawdown Date, certifying that such Charterer is duly incorporated and no condition shall exist whichin good standing under the laws of its jurisdiction of incorporation; and (E) a letter from Cardilllo & Xxxxxxx accepting appointment as process agent for such Charterer; (xxiii) such other certificates relating to the relevant Vessel, or the operation thereof, as may be reasonably requested by the Lender; (xxiv) favorable opinions, in each case addressed to the judgment Lender, of (A) Xxxxxxxx & Xxxxxxx, special Xxxxxxxx Islands and New York counsel to the Majority BanksObligors and each Charterer (other than the applicable Philippine Charterer), has had or substantially in the form of Exhibit I-1 hereto and in respect of such other matters as the Lender may be expected reasonably request, (B) Xxxxxxx Xxxx & Xxxxxxx, special Bermudan counsel to have a Materially Adverse Effect on TBSIL, substantially in the businessform of Exhibit I-2 hereto and in respect of such other matters as the Lender may reasonably request, assets or financial condition of the Borrower or any of its Subsidiaries.and (C)

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks Lender to make each any Advance after (including the Agreement Date initial Advance) under the Credit Facility is subject to the fulfillment fulfilment of each of the following conditions immediately prior precedent to the reasonable satisfaction of the Lender (provided that each such condition precedent, being for the sole benefit of the Lender, may be unilaterally waived by it in whole or contemporaneously in part at any time either generally or with such respect to any particular Advance:): (a) All the Lender shall have received from the Borrower a duly completed Advance Request and Borrowing Base Certificate in accordance with the provisions of this Agreement in that regard; (b) the representations and warranties of the Borrower under this Agreement set forth herein and the in any other Loan Documents (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries), which, pursuant to Section 4.2 hereof, are made at and as of the time of such Advance, Document shall be true and correct at such time in all material respects, both before and after giving effect to on the application of the proceeds date of such Advance Request and on the requested date of Advance, and after giving effect to any updates to information provided to the Banks in accordance with the terms of such representations and warranties, and no Default hereunder shall then exist or be caused thereby; (b) With respect to Advances which, if funded, would increase the aggregate principal amount of the Loans outstanding hereunder, the Administrative Agent and the Banks shall have received a certificate of the Borrower stating that there is no default or event of default, and no event or condition exists which could give rise to any put right or other right of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and after giving effect to the proposed Advance of the Loans hereunder. (c) With respect to Advances which, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent Borrower and each Guarantor shall have received a duly executed Request for Advance observed and a Use of Proceeds Letterperformed in all material respects all covenants set forth herein and in any other Loan Document; (d) Each no Default or Event of the Administrative Agent and the Banks Default shall have received all such other certificates, reports, statements, opinions of counsel (if occurred and be continuing or will result from giving effect to such Advance is in connection with an Acquisition) or other documents as the Administrative Agent or any Bank may reasonably requestRequest; (e) With respect the making of the requested Advance shall not be prohibited by any Legal Requirement; (f) subject to any Advance relating Permitted Encumbrances and the Encumbrances granted under section 3.1 of the FLI Credit Agreement, the obligations and liabilities of a Guarantor to any Acquisition the Lender under or the formation in respect of any Subsidiary which is permitted hereunderRequired Guarantee shall rank at least pari passu with the most senior Indebtedness of the Guarantor, the Administrative Agent and the Banks shall have received such documents and instruments relating to such Acquisition secured or formation of such new Subsidiary as are described in Section 5.13 hereof or otherwise required hereinunsecured; and (fg) No event where any Lessee or any Leased Property under a Lease identified in the Borrowing Base Certificate delivered with such Advance Request is located, resident or has an address in any jurisdiction outside the Province of Ontario, the Encumbrances provided for in the Security Documents shall have occurred and no condition be registered, or notice thereof shall exist be filed or otherwise recorded in all such jurisdictions in which, at any time, it is necessary or desirable in the judgment opinion of the Majority Banks, has had Lender to obtain a perfected security interest in the Collateral associated with each such Lease or may be expected to have a Materially Adverse Effect on protect the business, assets or financial condition interests of the Lender thereunder. The submission by the Borrower or any of its Subsidiariesan Advance Request shall be deemed to constitute a representation and warranty by the Borrower that the conditions precedent to the making of the Advance requested thereby set forth in this Article VII have been satisfied in full.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation ------------------------------------ of the Banks Monsanto to make each Advance after the Agreement Date is any Advances under Loan One, Loan Two or Loan Three shall be subject to the fulfillment of each of further conditions precedent that, on the following conditions immediately prior to or contemporaneously with such Advance: funding date, (ai) All of the all representations and warranties of the Borrower under Company and the Subsidiaries contained in this Agreement and the other Loan Documents Guaranty shall be true, correct, accurate and complete in all material respects as if made on such date (including, without limitation, all representations and warranties with respect except (A) to the Borrower's Subsidiariesextent such representations speak as of an earlier date or (B) for changes arising from events permitted by the covenants specified in this Agreement), which, pursuant to Section 4.2 hereof, are made at and as of the time of such Advance, (ii) all covenants specified in this Agreement shall be true and correct at such time have been complied with in all material respects, both before and after giving effect to the application of the proceeds of such Advance, and after giving effect to any updates to information provided to the Banks in accordance with the terms of such representations and warranties, and (iii) no Default hereunder shall then exist or be caused thereby; (b) With respect to Advances which, if funded, would increase the aggregate principal amount of the Loans outstanding hereunder, the Administrative Agent and the Banks shall have received a certificate of the Borrower stating that there is no default or event of default, and no event or condition exists which could give rise to any put right or other right of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and after giving effect to the proposed Advance of the Loans hereunder. (c) With respect to Advances which, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent shall have received a duly executed Request for Advance and a Use of Proceeds Letter; (d) Each of the Administrative Agent and the Banks shall have received all such other certificates, reports, statements, opinions of counsel (if such Advance is in connection with an Acquisition) or other documents as the Administrative Agent or any Bank may reasonably request; (e) With respect to any Advance relating to any Acquisition or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and the Banks shall have received such documents and instruments relating to such Acquisition or formation of such new Subsidiary as are described in Section 5.13 hereof or otherwise required herein; and (f) No event shall have occurred and no condition be continuing, or would result from such Advance, which constitutes an Event of Default or Potential Default, (iv) there shall exist not be initiated against the Company or any Subsidiary any action, suit or proceeding at law or in equity or by or before any court or government agency or authority or arbitral tribunal and there shall not have occurred any legal, regulatory or other development or any other circumstances whatsoever which, in the judgment opinion of the Majority BanksMonsanto, has had or may could reasonably be expected to have a Materially Adverse Effect material adverse effect on (a) the business, assets assets, operations or financial condition of the Borrower Company and its Subsidiaries taken as a whole, or (b) the ability of the Company and its Subsidiaries to perform any of its Subsidiariestheir respective obligations hereunder or under the documents contemplated hereby (each of the foregoing being hereafter referred to as a "Material Adverse Effect"); provided, however, that no Material Adverse Effect shall be deemed to have occurred based solely on the outcome of the litigation between the Company and Enzo Biochem, Inc. ("Enzo"), (v) the Note evidencing Loan Two and the Note evidencing Loan Three shall have been delivered by the Company to Monsanto before any Advance under Loan Two or Loan Three, respectively, and (vi) an Advance request in proper form shall have been submitted or made to Monsanto by the Company. The making of a request by the Company for an Advance or a Loan hereunder, whether in writing, or by telephone confirmed in writing, or otherwise, shall constitute a certification by the Company that all representations and warranties recited or referred to in this Section 2.02 and Article III hereof are true as of and as if made the date of such request (except as set forth above) and that all required conditions to the making of such Loan and any Advance thereunder have been met.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation obligations of the Banks Lenders to make each Advance after (including the Agreement Date initial Advances) is subject to the fulfillment satisfaction of each all of the following conditions immediately prior to or contemporaneously with such Advanceadditional conditions: (a) All the Administrative Agent and the Lenders shall have received timely and properly completed notices under Sections 2.01(b), 2.02(c), 2.03(c) or 2.04(b), as appropriate; (b) there shall not have been any Regulatory Change which would render the transactions contemplated hereby unlawful; (c) no Default or Event of Default shall have occurred and be continuing or will exist upon advancing the requested Advances; and (d) all the representations and warranties set forth in Section 3 hereof, in Section 5 of the Borrower under this Warehousing and Discretionary Security Agreement and the other Loan Documents (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries), which, pursuant to in Section 4.2 hereof, are made at and as 5 of the time of such Advance, Servicing and Working Capital Security Agreement shall be true and correct at such time in all material respectsrespects as though made on and as of the Effective Date, both before and after giving effect the applicable Servicing Advance Date, Warehousing Advance Date, Working Capital Advance Date or Discretionary Advance Date, as appropriate; and (e) with respect to the application making of the proceeds of such Advance, and after giving effect to any updates to information provided to the Banks in accordance with the terms of such representations and warranties, and no Default hereunder shall then exist or be caused thereby; (b) With respect to Advances which, if funded, would increase the aggregate principal amount of the Loans outstanding hereunder, the Administrative Agent and the Banks shall have received a certificate of the Borrower stating that there is no default or event of default, and no event or condition exists which could give rise to any put right or other right of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and after giving effect to the proposed Advance of the Loans hereunder. (c) With respect to Advances which, if funded, would increase the aggregate principal amount of Loans outstanding hereunderrequested Servicing Advances, the Administrative Agent shall have received a duly executed Request for Advance such amendments to the Servicing and a Use of Proceeds Letter; (d) Each of the Administrative Agent Working Capital Security Agreement, any existing Uniform Commercial Code financing statements and the Banks shall have received all any existing Acknowledgement Agreements and such other certificates, reports, statements, opinions of counsel (if such Advance is in connection with an Acquisition) or other documents additional financing statements and Acknowledgement Agreements as the Administrative Agent may request in order to establish, maintain or any Bank may reasonably request; (e) With respect perfect its security interest for the benefit of the Lenders in the portion of the Servicing Portfolio to any Advance relating to any Acquisition or be acquired with the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and the Banks shall have received such documents and instruments relating to such Acquisition or formation proceeds of such new Subsidiary as are described in Section 5.13 hereof or otherwise required herein; and (f) No event shall have occurred and no condition shall exist which, in the judgment of the Majority Banks, has had or may be expected to have a Materially Adverse Effect on the business, assets or financial condition of the Borrower or any of its SubsidiariesServicing Advances.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks Lender to make each Advance after (including but not limited to the Agreement Date is initial Advance) will be subject to the fulfillment further conditions precedent that, on the date of each such Advance, before and immediately after giving effect thereto, the following statements must be true and correct, and the making by Borrower of the following conditions immediately prior to or contemporaneously with such Advance: (a) All of the representations applicable Borrowing Request will constitute Borrower’s representation and warranties of the Borrower under this Agreement and the other Loan Documents (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries), which, pursuant to Section 4.2 hereof, are made at warranty that on and as of the time date of such Borrowing Request and as of the date of the requested Borrowing, before and immediately after giving effect thereto, the following statements are and will be true and correct: (i) Lender shall have received a Date Down Endorsement from the Title Insurer effective as of the date of the Advance, shall ; (ii) The representations and warranties contained in Article IV of this Agreement are and will be true and correct at such time in all material respectsrespects as though made on and as of such date, both before unless such representations and after warranties are expressly stated to be made as of an earlier date; (iii) There shall have occurred no material adverse change in the condition or value of the Property, as defined in the Mortgage; (iv) After giving effect to the application of the proceeds of such requested Advance, and after giving effect to any updates to information provided to the Banks in accordance with the terms of such representations and warranties, and no Default hereunder shall then exist or Unused Commitment will not be caused therebyless than zero; (bv) With respect to Advances which, if funded, No event has occurred and is continuing or would increase result from the aggregate principal amount requested Advance that constitutes or would constitute a Default or an Event of the Loans outstanding hereunder, the Administrative Agent and the Banks shall have received a certificate of the Borrower stating that there is no default or event of default, and no event or condition exists which could give rise to any put right or other right of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and after giving effect to the proposed Advance of the Loans hereunder. (c) With respect to Advances which, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent shall have received a duly executed Request for Advance and a Use of Proceeds LetterDefault; (dvi) Each The most recent financial statements delivered to Lender pursuant to Section 5.3 present fairly the financial position and results of operations of Borrower and the other Persons reported therein as of the Administrative Agent date of, and for the Banks shall have received all periods presented in, such other certificates, reports, financial statements, opinions and since the date of counsel (if such Advance is financial statements there has not been any material adverse change in connection with an Acquisition) the financial condition or other documents as the Administrative Agent or any Bank may reasonably request; (e) With respect to any Advance relating to any Acquisition operations of Borrower or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and the Banks shall have received such documents and instruments relating to such Acquisition or formation of such new Subsidiary as are described in Section 5.13 hereof or otherwise required hereinother Persons reported therein; and (fvii) No event shall have occurred Borrower is and no condition shall exist which, will be in the judgment compliance with all covenants contained in Articles V and VI of the Majority Banks, has had or may be expected to have a Materially Adverse Effect on the business, assets or financial condition of the Borrower or any of its Subsidiariesthis Agreement.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks each Lender to make each Advance after (including the Agreement Date is initial Advance) as part of a Borrowing shall be subject to the fulfillment further conditions precedent that (i) on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the relevant Borrower of the proceeds of such Advance shall constitute a representation and warranty by such Borrower that on the date of such Advance the following conditions immediately prior to or contemporaneously with such Advance: statements shall be true): (ax) All of the representations and warranties of contained in Section 4.01 (other than the Borrower under this Agreement and the other Loan Documents (includingExcluded Representation) and, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries)extent applicable, which, pursuant to Section 4.2 hereof, are made at and as of in the time Designation Letter of such AdvanceBorrower are correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct at such time in all material respects) on and as of the date of such Borrowing, both before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such Advancedate (it being understood and agreed that any representation or warranty which expressly refers by its terms to a specified date shall be required to be true and correct in all material respects only as of such date), and after giving effect to any updates to information provided to (y) no event has occurred and is continuing, or would result from such Borrowing or from the Banks in accordance with the terms of such representations and warranties, and no Default hereunder shall then exist or be caused thereby; (b) With respect to Advances which, if funded, would increase the aggregate principal amount application of the Loans outstanding hereunderproceeds therefrom, that would constitute a Default or an Event of Default; and (ii) in the case of a requested Borrowing the proceeds of which are to be used to buy or carry any Margin Stock, the Company shall deliver to the Administrative Agent and the Banks shall have received a certificate of the Borrower stating that there is no default or event of default, and no event or condition exists which could give rise to any put right or other right of prepayment under, any a senior financial officer of the agreements evidencing Indebtedness for Money Borrowed Company accompanying the relevant Notice of Borrowing setting forth in reasonable detail the basis upon which the Company has made the representation set forth in the third sentence of Section 4.01(l) on and as of the Borrower or any date of its Subsidiariessuch Borrowing, both before and after giving effect to such Borrowing and to the proposed Advance application of the Loans hereunder. proceeds therefrom, together with (c) With respect to Advances which, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, so requested by the Administrative Agent shall have received Agent) a duly executed Request for Advance and a Use of Proceeds Letter; (d) Each of completed Form U-1 or Form G-3 satisfactory to the Administrative Agent and the Banks shall have received all such other certificates, reports, statements, opinions of counsel (if such Advance is in connection with an Acquisition) or other documents as the Administrative Agent or any Bank may reasonably request; (e) With respect to any Advance relating to any Acquisition or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and the Banks shall have received such documents and instruments relating to such Acquisition or formation of such new Subsidiary as are described in Section 5.13 hereof or otherwise required herein; and (f) No event shall have occurred and no condition shall exist which, in the judgment of the Majority Banks, has had or may be expected to have a Materially Adverse Effect on the business, assets or financial condition of the Borrower or any of its SubsidiariesAgent.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks Lenders to make each Advance on or after the Agreement Restatement Date is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All (i) all of the representations and warranties of the Borrower Company under this Agreement and the other Loan Documents (including, without limitation, all representations other than those set forth in Section 4.1(f)(ii) and warranties with respect to the Borrower's SubsidiariesSection 4.1(i) hereof), which, pursuant to Section 4.2 hereof, are made at and as of the time of such Advance, and additionally, if such Advance shall have been requested by a Subsidiary Borrower, the representations and warranties of such Subsidiary Borrower contained in its Designation Agreement, in each case shall be true and correct at such time in all material respects, except for those representations and warranties that are qualified by materiality or Materially Adverse Effect, which shall be true and correct, both before and after giving effect to the application of the proceeds of such Advance, and after giving effect to any updates to information provided to the Banks Lenders in accordance with the terms of such representations and warrantiesthis Agreement except to the extent stated to have been made as of the Restatement Date, and (ii) no Default hereunder shall then exist or be caused thereby; (b) With respect to Advances which, if funded, would increase the aggregate principal amount of the Loans outstanding hereunder, the Administrative Agent and the Banks shall have received a certificate of the Borrower stating that there is no default or event of default, and no event or condition exists which could give rise to any put right or other right of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and after giving effect to the proposed Advance of the Loans hereunder. (c) With respect to Advances which, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent shall have received a duly executed Request for Advance for Revolving Loans or, in the case of an Advance of Swingline Loans, the Swingline Lender shall have received a duly executed Swingline Loan Notice for Swingline Loans; (c) the incumbency of the Authorized Signatories shall be as stated in the applicable certificate of incumbency contained in the certificate of the Company delivered to the Administrative Agent prior to or on the Original Agreement Date or as subsequently modified and reflected in a Use certificate of Proceeds Letterincumbency delivered to the Administrative Agent and the Lenders having a Revolving Loan Commitment; (d) Each of the Administrative Agent and the Banks shall have received all such other certificates, reports, statements, opinions of counsel (if such Advance is shall have been requested by a Subsidiary Borrower, such Subsidiary Borrower shall not be the subject of any proceeding or action described in connection with an AcquisitionSection 8.1(f) or other documents as the Administrative Agent or any Bank may reasonably request;(g); and (e) With respect to any if such Advance relating to any Acquisition or the formation consists of any Subsidiary which is permitted hereunderan Alternative Currency, the Administrative Agent and the Banks there shall have received such documents and instruments relating to such Acquisition or formation of such new Subsidiary as are described in Section 5.13 hereof or otherwise required herein; and (f) No event shall not have occurred and no condition shall exist whichany change in national or international financial, political or economic conditions or currency exchange rates or exchange controls that would make it impracticable for such Advance to be denominated in the judgment of the Majority Banks, has had or may be expected to have a Materially Adverse Effect on the business, assets or financial condition of the Borrower or any of its Subsidiariessuch Alternative Currency.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks Lenders to make make, Convert or Continue each Advance on or after the Agreement Date is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All of the representations and warranties of the Borrower under this Agreement and the other Loan Documents (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries), which, pursuant to Section 4.2 hereof, are made at and as of the time of such AdvanceAdvance (except to the extent previously fulfilled in accordance with the terms hereof and to the extent relating specifically to a specific prior date), shall be true and correct at such time in all material respects, both before and after giving effect to the application of the proceeds of such Advance, and after giving effect to any updates to information provided to the Banks Lenders in accordance with the terms of such representations and warranties, and no Default hereunder shall then exist or be caused thereby;. (b) With respect to Advances which, if funded, would increase the aggregate principal amount of the Loans outstanding hereunder, the Administrative Agent and the Banks shall have received a certificate of the Borrower stating that there is no default or event of default, and no event or condition exists which could give rise to any put right or other right of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and after giving effect to the proposed Advance of the Loans hereunder. (c) With respect to Advances which, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent shall have received a duly executed Request for Advance and a Use of Proceeds Letter;Advance. (dc) Each of the The Administrative Agent and the Banks Lenders shall have received all such other certificates, reports, statements, opinions of counsel (if such Advance is in connection with an Acquisition) or other documents as the Administrative Agent or any Bank Lender may reasonably request;. (ed) With respect to any Advance relating to any Acquisition or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and the Banks Lenders shall have received such certified documents and instruments relating to such Acquisition or such formation of such a new Subsidiary as are described in Section 5.13 hereof or otherwise required herein; and. (fe) No event shall have occurred and no condition shall exist exist, in each case, which, in the reasonable judgment of the Majority BanksRequired Lenders, has had or may could be expected to have a Materially Adverse Effect Effect. (f) On the date of such Advance, after giving effect to the Advance requested, the Borrower shall be in compliance on a pro forma basis with the covenants set forth in Sections 7.8, 7.9, 7.10 and 7.11 hereof and that no Default or Event of Default shall be caused hereunder by such Advance. The acceptance of proceeds of any Advance which would increase the aggregate principal amount of Loans outstanding shall be deemed to be a representation and warranty by the Borrower as to compliance with this Section 3.2 on the business, assets or financial condition of the Borrower or date any of its Subsidiariessuch Loan is made.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks Lenders to make each Advance after (including the Agreement Date initial Advance hereunder) is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All of the representations and warranties of the Borrower Borrowers and the Restricted Subsidiaries under this Agreement and the other Loan Documents (including, without limitation, all representations and warranties with respect to the Borrower's Borrowers' Subsidiaries), which, pursuant to Section 4.2 hereof4.2, are made at and as of the time of such Advance, shall be true and correct at such time in all material respects, both before and after giving effect to the application of the proceeds of such Advance, and after giving effect to any updates to information provided to the Banks Lenders in accordance with the terms of such representations and warranties, and no Default hereunder shall then exist or be caused thereby; (b) With respect to Advances which, if funded, would increase the aggregate principal amount of the Loans outstanding hereunder, the Administrative Agent and the Banks shall have received a certificate of the Borrower stating that there is no default or event of default, and no event or condition exists which could give rise to any put right or other right of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and after giving effect to the proposed Advance of the Loans hereunder. (c) With respect to Advances which, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent shall have received a duly executed Request for Advance and a Use of Proceeds Letteras required by Article 2; (dc) Each of the Administrative Agent and the Banks Lenders shall have received all such other certificates, reports, statements, opinions of counsel (if such Advance is in connection with an Acquisition) or other documents as the Administrative Agent or any Bank Lender may reasonably request; (ed) With respect to any Advance relating to any Acquisition Acquisition, Investment or the formation of any Restricted Subsidiary which is permitted hereunder, the Administrative Agent and the Banks Lenders shall have received such documents and instruments relating to such Acquisition Acquisition, Investment, or formation of such a new Restricted Subsidiary as are described in Section 5.13 hereof or otherwise required herein; and (fe) No event There shall have occurred and no condition shall exist which, in the judgment of the Majority Banks, has had or may be expected to event which could have a Materially Adverse Effect on the business, assets or financial condition of the Borrower or any of its SubsidiariesEffect.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks Lenders to make each Advance on or after the Agreement Date is subject to the fulfillment of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All of the representations and warranties of the Parent and the Borrower under this Agreement and the other Loan Documents (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries), which, pursuant to Section 4.2 hereof, are made at and as of the time of such AdvanceAdvance (except to the extent previously fulfilled in accordance with the terms hereof and to the extent relating specifically to a specific prior date), shall be true and correct at such time in all material respects, both before and after giving effect to the application of the proceeds of such Advance, and after giving effect to any updates to information provided to the Banks Lenders in accordance with the terms of such representations and warranties, and no Default hereunder shall then exist or be caused thereby; (b) With respect to Advances which, if funded, would increase the aggregate principal amount of the Loans outstanding hereunder, the Administrative Agent and the Banks shall have received a certificate of the Borrower stating that there is no default or event of default, and no event or condition exists which could give rise to any put right or other right of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and after giving effect to the proposed Advance of the Loans hereunder. (c) With respect to Advances which, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent shall have received a duly executed Request for Advance and a Use of Proceeds LetterAdvance; (dc) Each of the The Administrative Agent and the Banks Lenders shall have received all such other certificates, reports, statements, opinions of counsel (if such Advance is in connection with an Acquisition) or other documents as the Administrative Agent or any Bank Lender may reasonably request; (ed) With respect to any Advance relating to any Acquisition or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and the Banks Lenders shall have received such documents and instruments relating to such Acquisition or formation of such a new Subsidiary as are described in Section 5.13 hereof or otherwise required herein; and; (fe) No event shall have occurred and no condition shall exist which, in the reasonable judgment of the Majority BanksLenders, has had or may be expected to have a Materially Adverse Effect on the business, assets or financial condition of the Borrower or any of its Subsidiaries; and (f) On the date of such Advance, after giving effect to the Advance requested, the Borrower shall be in compliance on a pro forma basis with the covenants set forth in Sections 7.8, 7.9, 7.10 and 7.11 of this Agreement and that no Default or Event of Default shall be caused hereunder by such Advance. The acceptance of proceeds of any Advance which would increase the aggregate principal amount of Loans outstanding shall be deemed to be a representation and warranty by the Borrower as to compliance with this Section 3.2 on the date any such Loan is made.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Banks each Bank to make each any Advance after (other than its initial Committed Advance on the Agreement Closing Date is and other than with respect to a Conversion) hereunder shall be subject to the fulfillment further conditions precedent that on the date of each of the following conditions immediately prior to or contemporaneously with such Advance: (a) All the following statements shall be true (and each of the giving of the applicable notice or request with respect to 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 such Advance such statements are true): (i) The representations and warranties contained in Section 4.01 and in Section 4 of the Borrower under this Agreement and the other Loan Documents (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries), which, pursuant to Section 4.2 hereof, each Collateral Assignment are made at correct on and as of the time date of such Advance, shall be true and correct at such time in all material respects, both before and after giving effect to such Advance and to the application of the proceeds therefrom, as though made on and as of such Advancedate, and after giving effect to any updates to information provided except to the Banks in accordance with the terms of extent such representations and warrantieswarranties relate solely and expressly to an earlier date, (ii) No event has occurred and is continuing, and no or wouldresult from such Advance or from the application of the proceeds therefrom, which constitutes an Event of Default hereunder shall then exist or which would constitute an Event of Default but for the requirement that notice be caused thereby;given or time elapse or both, and (iii) The corresponding requirements of Section 2.01 hereof have been satisfied in respect of such proposed Advance. (b) With respect to Advances which, if funded, would increase the aggregate principal amount of the Loans outstanding hereunderapplicable, the Administrative Agent and the Banks shall have received from the Borrower a certificate indicating any material reductions (other than reductions resulting from amortization) that have occurred in the amount of (i) in the case of a FPC Committed Borrowing or FPC Competitive Borrowing, FPC Recapturable Costs or (ii) in the case of a CMA Committed Borrowing or CMA Competitive Borrowing, CMA Recapturable Costs, since the date of the most recent Rule 24 Report of the Borrower stating that there is no default or event of default, furnished to the Banks pursuant to Section 5.03 (and no event or condition exists which could give rise to any put right or other right of prepayment under, any the acceptance by the Borrower of the agreements evidencing Indebtedness for Money Borrowed proceeds of such Borrowing in the absence of such certificate shall be deemed to constitute a representation and warranty by the Borrower or any that on the date of its Subsidiaries, both before and after giving effect to the proposed Advance of the Loans hereunder.such Borrowing no such material reductions have occurred); and (c) With respect to Advances which, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent shall have received a duly executed Request for Advance such other approvals, opinions or documents as any Bank through the Agent may reasonably request not later than one Business Day following receipt of the relevant Notice of Committed Borrowing or Notice of Competitive Borrowing, as the case may be, as to the legality, validity, binding effect or enforceability of this Agreement, the Notes, any other Loan Document or any of the Ancillary Agreements, any deviation (whether material or immaterial) from the representations and a Use of Proceeds Letter;warranties set forth in Article IV hereof, or any law or regulation applicable to the Borrower; and (d) Each of the Administrative Agent and the Banks shall have received all such other certificates, reports, statements, opinions of counsel (if such Advance is in connection with an Acquisition) or other documents as a Competitive Advance (including the Administrative Agent or any Bank may reasonably request; (e) With respect to any Advance relating to any Acquisition or the formation of any Subsidiary which is permitted hereunderinitial Competitive Advance), the Administrative Agent and the Banks shall have received such documents and instruments relating to such Acquisition or formation the written confirmatory Notice of such new Subsidiary as are described in Section 5.13 hereof or otherwise required herein; and (f) No event shall have occurred and no condition shall exist which, in the judgment of the Majority Banks, has had or may be expected to have a Materially Adverse Effect on the business, assets or financial condition of the Borrower or any of its SubsidiariesCompetitive Borrowing with respect thereto.