Common use of Conditions Precedent to Initial Advances Clause in Contracts

Conditions Precedent to Initial Advances. The obligation of each Lender to make its initial Advance hereunder shall be subject to the conditions precedent that the Administrative Agent shall have received on or before the date of such initial Advance the following, each in form and substance reasonably satisfactory to the Administrative Agent: (a) each of the Facility Documents duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies of the Constituent Documents of the Borrower and the Collateral Manager as in effect on the Funding Effective Date; (c) true and complete copies certified by a Responsible Officer of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required in connection with the transactions contemplated by this Agreement; (d) a certificate of a Responsible Officer of the Borrower certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its board of directors or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects as of the Closing 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 in all material respects as of such earlier date), (iv) no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (e) a certificate of a Responsible Officer of the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its board of directors or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects as of the Closing 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 in all material respects as of such earlier date), (iv) to the knowledge of the Collateral Manager, no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (f) a certificate of a Responsible Officer of the BDC certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its board of directors, partners or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects as of the Closing 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 in all material respects as of such earlier date), (iv) to the knowledge of the BDC, no Default or Event of Default has occurred and is continuing with respect to the Purchase and Contribution Agreement, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party;

Conditions Precedent to Initial Advances. The obligation of each Lender to make its initial Advance hereunder shall be subject to the conditions precedent that the Administrative Agent shall have received on or before the date of such initial Advance Closing Date the following, each in form and substance reasonably satisfactory to the Administrative Agent: (a) each of the Facility Documents duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies one or more certificates of the Constituent Documents of the Borrower and the Collateral Manager as in effect on the Funding Effective Date; (c) true and complete copies certified by a one or more Responsible Officer of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required in connection with the transactions contemplated by this Agreement; (d) a certificate of a Responsible Officer Officers of the Borrower certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its board of directors or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects as of the Closing 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 in all material respects as of such earlier date), (iv) no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (e) a certificate of a Responsible Officer of the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its board of directors managers or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects as of the Closing 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 in all material respects as of such earlier date), (iv) to the knowledge of the Collateral Managerits knowledge, that no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (fc) true and complete copies certified by a Responsible Officer of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required in connection with the transactions contemplated by this Agreement; (d) a certificate of a Responsible Officer of the BDC Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its board of directors, partners or members directors approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects as of the Closing 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 in all material respects as of such earlier date), (iv) to the knowledge of the BDC, no Default or Event of Default has occurred and is continuing with respect to the Purchase and Contribution Agreement, and (viii) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (e) proper financing statements, in acceptable form for filing on the Closing Date, under the UCC with the Delaware Secretary of State and any other applicable filing office in any applicable jurisdiction that the Administrative Agent deems reasonably necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement; (f) copies of proper financing statement amendments (or the equivalent thereof in any applicable foreign jurisdiction), if any, necessary to release all security interests and other rights (other than Permitted Liens) of any Person (other than the Collateral Agent) in the Collateral previously granted by the Borrower or any transferor; (g) legal opinions (addressed to each of the Secured Parties) of (i) counsel to the Borrower and the Equityholder, covering customary corporate matters, substantive nonconsolidation of the Borrower with the Equityholder or the Collateral Manager, the true sale nature of any transfers to the Borrower of Collateral Loans from the Equityholder, and such other matters as the Administrative Agent and its counsel shall reasonably request and (ii) counsel to the Collateral Manager, covering corporate matters and such other matters as the Administrative Agent and its counsel shall reasonably request, and (iii) counsel to the Collateral Administrator and the Custodian, covering corporate matters and such other matters as the Administrative Agent and its counsel shall reasonably request; (h) evidence reasonably satisfactory to it that all of the Covered Accounts shall have been established; (i) evidence that (i) all fees due and owing to the Administrative Agent and each Lender on or prior to the Closing Date have been received or will be received contemporaneously with the Closing Date; and (ii) the reasonable and documented fees and expenses of Winston & Sxxxxx LLP, counsel to the Administrative Agent, Dentons US LLP, counsel to the Collateral Agent, the Custodian, the Securities Intermediary and the Collateral Administrator, and Rxxxxxx Mxxxxx Xxxxxxxx Bxxxxx Xxxxxx PC, counsel to the Collateral Administrator in connection with the transactions contemplated hereby (to the extent invoiced reasonably prior the Closing Date), shall have been paid by the Borrower; (j) delivery of such Collateral (including any promissory note, executed assignment agreements and word or pdf copies of the principal credit agreement for each initial Collateral Loan, to the extent received by the Borrower) as required under this Agreement shall have been effected; (k) the information required to be set forth in the Borrowing Base Calculation Statement and the Monthly Report in hard copy and in EXCEL or a comparable format; and (l) such other opinions, instruments, certificates and documents from the Borrower as the Administrative Agent or any Lender shall have reasonably requested.

Conditions Precedent to Initial Advances. The obligation of each Lender to make its initial Advance hereunder shall be subject to the conditions precedent that the Administrative Agent shall have received on or before the date of such initial Advance the following, each in form and substance reasonably satisfactory to the Administrative Agent: (a) each of the Facility Documents duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies of the Constituent Documents of the Borrower and the Collateral Manager as in effect on the Funding Effective Closing Date; (c) true and complete copies certified by a Responsible Officer of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required in connection with the transactions contemplated by this Agreement; (d) a certificate of a Responsible Officer of the Borrower certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its board of directors or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects as of the Closing 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 in all material respects as of such earlier date), (iv) no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (e) a certificate of a Responsible Officer of the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its board of directors or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects as of the Closing 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 in all material respects as of such earlier date), (iv) to the knowledge of the Collateral Manager, no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (f) a certificate of a Responsible Officer of the BDC certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its board of directors, partners or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects as of the Closing 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 in all material respects as of such earlier date), (iv) to the knowledge of the BDC, no Default or Event of Default has occurred and is continuing with respect to the Purchase and Contribution Agreement, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party;

Conditions Precedent to Initial Advances. The obligation of each Lender to make its initial Advance hereunder shall be subject to the conditions precedent that the Administrative Agent shall have received on or before the date of such initial Advance Closing Date the following, each in form and substance reasonably satisfactory to the Administrative Agent: (a) each of the Facility Documents duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies of the Constituent Documents of the Borrower and the Collateral Manager as in effect on the Funding Effective Date; (c) true and complete copies certified by a Responsible Officer of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required in connection with the transactions contemplated by this Agreement; (d) a certificate of a Responsible Officer of the Borrower certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its board of directors or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects as of the Closing 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 in all material respects as of such earlier date), (iv) no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (e) a certificate of a Responsible Officer of the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its board of directors managers or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects as of the Closing 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 in all material respects as of such earlier date), (iv) to the knowledge of the Collateral Managerits knowledge, that no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (fc) true and complete copies certified by a Responsible Officer of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required in connection with the transactions contemplated by this Agreement; (d) a certificate of a Responsible Officer of the BDC Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its board of directors, partners or members directors approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects as of the Closing 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 in all material respects as of such earlier date), (iv) to the knowledge of the BDC, that no Default or Event of Default has occurred and is continuing with respect to the Purchase and Contribution Agreementcontinuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (e) proper financing statements (or the equivalent thereof in any applicable foreign jurisdiction), duly filed on or before the Closing Date, under the UCC with the Delaware Secretary of State, Division of Corporations and any other applicable filing office in any applicable jurisdiction that the Administrative Agent deems necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement; (f) copies of proper financing statement amendments (or the equivalent thereof in any applicable foreign jurisdiction), if any, necessary to release all security interests and other rights of any Person in the Collateral previously granted by the Borrower or any transferor; (g) legal opinions (addressed to each of the Secured Parties) of (i) counsel to the Borrower and the Equityholder, covering customary corporate matters, substantive nonconsolidation of the Borrower with the Equityholder or the Collateral Manager, the true sale nature of any transfers to the Borrower of Collateral Loans from the Equityholder, and such other matters as the Administrative Agent and its counsel shall reasonably request, (ii) U.S. counsel to the Collateral Manager, covering corporate matters and such other matters as the Administrative Agent and its counsel shall reasonably request, and (iii) U.S. counsel to the Collateral Agent, the Collateral Administrator and the Custodian, covering corporate matters and such other matters as the Administrative Agent and its counsel shall reasonably request; (h) evidence reasonably satisfactory to it that all of the Covered Accounts shall have been established; (i) evidence that (i) all fees due and owing to the Administrative Agent and each Lender on or prior to the Closing Date have been received or will be received contemporaneously with the Closing Date; and (ii) the reasonable and documented fees and expenses of Winston & Sxxxxx LLP, counsel to the Administrative Agent, in connection with the transactions contemplated hereby (to the extent invoiced prior the Closing Date), shall have been paid by the Borrower; (j) delivery of such Collateral (including any promissory note, executed assignment agreements and word or pdf copies of the principal credit agreement for each initial Collateral Loan, to the extent received by the Borrower) as required under this Agreement shall have been effected; (k) a certificate of a Responsible Officer of the Borrower, dated as of the Closing Date, certifying to the effect that, in the case of each item of Collateral pledged to the Collateral Agent, on the Closing Date and, in the case of clause (i) through (iv) below, after giving effect to the transactions contemplated on the Closing Date, immediately prior to the delivery thereof on the Closing Date: (i) the Borrower is the owner of such Collateral free and clear of any Liens or claims of any nature whatsoever except for (A) those which are being released on the Closing Date and (B) Permitted Liens; (ii) the Borrower has acquired its ownership in such Collateral in good faith without notice of any adverse claim, except as described in clause (i) above; (iii) the Borrower has not assigned, pledged or otherwise encumbered any interest in such Collateral (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than Permitted Liens; (iv) the Borrower has full right to grant a security interest in and assign and pledge such Collateral to the Collateral Agent; and (v) upon grant by the Borrower, the Collateral Agent has a first priority perfected security interest in the Collateral, except as permitted by this Agreement; (l) the information required to be set forth in the Borrowing Base Calculation Statement and the Monthly Report in hard copy and in EXCEL or a comparable format; and (m) such other opinions, instruments, certificates and documents from the Borrower as the Agents or any Lender shall have reasonably requested.

Conditions Precedent to Initial Advances. The effectiveness of this Agreement and of the obligation of each Lender hereunder to make its initial Advance hereunder shall be subject to the conditions precedent that receipt in satisfactory form or waiver by the Administrative Agent shall have received on or before of the date of such initial Advance the following, each in form and substance reasonably satisfactory to the Administrative Agentfollowing conditions precedent: (a) each of the Facility Documents duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies of the Constituent Documents of the Borrower Borrower, the Servicer and the Collateral Manager Guarantor as in effect on the Funding Effective Date; (c) true and complete copies certified by a Responsible Officer date of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required in connection with the transactions contemplated by this Agreement; (dc) a certificate of a Responsible Officer of the Borrower Borrower, certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its board of directors or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects as of the Closing 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 in all material respects as of such earlier date), (iv) no Early Amortization Event, Unmatured Event of WEIL:\99621584\14\35899.0654 Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (ed) a certificate of a Responsible Officer or secretary of ACV Capital LLC, in its capacities as the Collateral Manager Servicer and the Seller, certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its board of directors or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated thereby, (iii) that its the representations and warranties of ACV Capital LLC set forth in the Facility Documents to which it is a party are true and correct in all material respects as of the Closing 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 in all material respects as of such earlier date), (iv) to the knowledge that no Early Amortization Event, Unmatured Event of the Collateral Manager, no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (fe) a certificate of a Responsible Officer or secretary of the BDC Parent certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its board of directors, partners directors or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated thereby, (iii) that its the representations and warranties of the Parent set forth in the Facility Documents to which it is a party are true and correct in all material respects as of the Closing 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 in all material respects as of such earlier date), (iv) to the knowledge that no Early Amortization Event, Unmatured Event of the BDC, no Default or Event of Default has occurred and is continuing with respect to the Purchase and Contribution Agreementcontinuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (f) financing statements, duly filed on or before the date of this Agreement, under the UCC in each jurisdiction necessary to perfect the security interest of the Administrative Agent in the Collateral, as contemplated by this Agreement; (g) completion of “Know Your Customer” procedures customary for a transaction of this type and reasonably requested by the Administrative Agent and any Lender; (h) legal opinions (addressed to each of the Secured Parties) of one or more firms of counsel to the Borrower, the Seller, the Servicer and the Parent in form and substance acceptable to the Administrative Agent and its counsel with respect to (i) enforceability, corporate power, due authorization, execution and delivery and legal, valid and binding obligation, in each case, in respect of the Facility Documents, (ii) certain UCC matters, including validity and perfection of security interests created pursuant to the Facility Documents, (iii) no consents or approvals, (iv) no conflict with Applicable Law or material documents, (v) Investment Company Act (vi) true sale and non-consolidation of the Borrower and (vii) any other opinions customary for a transaction of this type or reasonably requested by the Administrative Agent and its counsel; (i) evidence reasonably satisfactory to it that the Collection Account shall have been established; WEIL:\99621584\14\35899.0654 (j) evidence that (x) all fees or original issue discount, as applicable, to be received by the Administrative Agent and each Lender on or prior to the date of the initial Advance pursuant to the Lender Fee Letter; and (y) the accrued reasonable and documented out-of-pocket and third party fees and expenses of the Administrative Agent and the Lenders associated with the review, preparation, execution and delivery of the Facility Documents and the closing of the transactions contemplated hereby and thereby; and the reasonable and documented fees and expenses of Xxxx, Gotshal & Xxxxxx LLP, counsel to the Administrative Agent, in connection with the transactions contemplated hereby, shall have been paid by the Borrower, in each case, to the extent such fees and expenses were invoiced to the Borrower at least two (2) Business Days prior to such date; and (k) any other deliverable that is customary for a transaction of this type and reasonably requested by the Administrative Agent.

Conditions Precedent to Initial Advances. The effectiveness of this Agreement and the obligation of each Lender of the Banks to make its initial Advance hereunder shall be is subject to the conditions condition precedent that the Administrative Agent shall have received on or at least two (2) Business Days before the date day of such initial Advance the following, each dated the day of such Advance, in form and substance reasonably satisfactory to the Administrative AgentAgent and the Banks: (a) each of This Agreement and the Facility Documents duly executed and delivered by the parties thereto, which shall each be in full force and effect;Notes, (b) true and complete Certified copies of Requests for Information or Copies (Form UCC-11), or equivalent reports, listing all effective financing statements which name the Constituent Documents Borrower (under its present name and any previous name) as debtor and which are filed in the office of the Borrower and the Collateral Manager as in effect on the Funding Effective Date;Arkansas Secretary of State, together with copies of such financing statements, (c) true and complete copies Copies, certified by a Responsible the Secretary, Assistant Secretary, or Chief Financial Officer of each Loan Party of the Borrower resolutions of the Board of Directors of such Loan Party approving each Loan Document to which it is a party, and of all Governmental Authorizations, Private Authorizations documents evidencing other necessary corporate action and Governmental Filingsgovernmental approvals, if any, required in connection with the transactions contemplated by this Agreement;respect to such Loan Document, including, without limitation, certificates of good standing and certified copies of each Loan Party's Certificate of Incorporation and Bylaws, (d) a A certificate of a Responsible the Secretary, Assistant Secretary or Chief Financial Officer of Borrower, dated as of the Borrower date of the initial Advance, certifying (i) that no Event of Default exists on the date of, or will exist as to its Constituent Documentsa result of, the initial Advance; (ii) that the representations and warranties in Section 5.01 are true and correct as of and immediately after the initial Advance; (iii) that the Borrower has performed and complied with all agreements and conditions required to its resolutions be performed or other action complied with it prior to or on the date of its board the initial Advance; and (iv) the names and true signatures of directors or members approving this Agreement and the other Facility Documents officers of Borrower authorized to sign each Loan Document to which it is a party and the transactions contemplated thereby, (iii) that its representations and warranties set forth in the Facility Documents other documents to which be delivered by it is a party are true and correct in all material respects as of the Closing 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 in all material respects as of such earlier date), (iv) no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party;hereunder, (e) a certificate A favorable opinion of a Responsible Officer Messrs. Xxxxxx, Xxxxxxx & Xxxxxxxx, counsel for the Loan Parties, in substantially the form of the Collateral Manager certifying (i) Exhibit C and as to its Constituent Documentssuch other matters as the Banks may reasonably request, (ii) as to its resolutions or other action of its board of directors or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects as of the Closing 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 in all material respects as of such earlier date), (iv) to the knowledge of the Collateral Manager, no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party;and (f) a certificate of a Responsible Officer of The Agency Fee Letter, duly executed and delivered by the BDC certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its board of directors, partners or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects as of the Closing Date (except Borrower 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 in all material respects as of such earlier date), (iv) to the knowledge of the BDC, no Default or Event of Default has occurred and is continuing with respect to the Purchase and Contribution Agreement, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party;Agent.

Conditions Precedent to Initial Advances. The obligation of each Lender to make its initial Advance hereunder shall be subject to the conditions precedent that the Administrative Agent shall have received on or before the date of such initial Advance Closing Date the following, each in form and substance reasonably satisfactory to the Administrative Agent: (a) each of the Facility Documents duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies one or more certificates of the Constituent Documents of the Borrower and the Collateral Manager as in effect on the Funding Effective Date; (c) true and complete copies certified by a one or more Responsible Officer of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required in connection with the transactions contemplated by this Agreement; (d) a certificate of a Responsible Officer Officers of the Borrower certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its board of directors or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects as of the Closing 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 in all material respects as of such earlier date), (iv) no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (e) a certificate of a Responsible Officer of the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its board of directors managers or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects as of the Closing 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 in all material respects as of such earlier date), (iv) to the knowledge of the Collateral Managerits knowledge, that no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (fc) true and complete copies certified by a Responsible Officer of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required in connection with the transactions contemplated by this Agreement; (d) a certificate of a Responsible Officer of the BDC Equityholder certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its board of directors, partners or members general partner approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects as of the Closing 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 in all material respects as of such earlier date), (iv) to the knowledge of the BDC, that no Default or Event of Default or Servicing Default has occurred and is continuing with respect to the Purchase and Contribution Agreementcontinuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (e) proper financing statements, in acceptable form for filing on the Closing Date, under the UCC with the Delaware Secretary of State and any other applicable filing office in any applicable jurisdiction that the Administrative Agent deems reasonably necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement; (f) copies of proper financing statement amendments (or the equivalent thereof in any applicable foreign jurisdiction), if any, necessary to release all security interests and other rights (other than Permitted Liens) of any Person (other than the Collateral Agent) in the Collateral previously granted by the Borrower or any transferor; (g) legal opinions (addressed to each of the Secured Parties) of (i) counsel to the Borrower, the Servicer and the Equityholder, covering customary corporate matters, substantive nonconsolidation of the Borrower with the Servicer and the Equityholder, the true sale nature of any transfers to the Borrower of Collateral Loans from the Equityholder, and such other matters as the Administrative Agent and its counsel shall reasonably request and (ii) counsel to the Collateral Administrator, the Collateral Agent and the Custodian, covering corporate matters and such other matters as the Administrative Agent and its counsel shall reasonably request; (h) the Equityholder shall have made (or substantially simultaneously or concurrently with the Closing Date shall make) an equity contribution to the Borrower (or shall be deemed to have made an equity contribution to the Borrower in the consideration of a portion of the purchase price for the initial Collateral Loans as provided in the Sale Agreement) in an amount sufficient, when combined with the proceeds of the initial Advance hereunder, to pay the purchase price for the initial Collateral Loans to be included in the Collateral and all fees and expenses in connection therewith; (i) evidence reasonably satisfactory to it that all of the Covered Accounts shall have been established; (j) evidence that (i) all fees due and owing to the Administrative Agent and each Lender on or prior to the Closing Date have been received or will be received contemporaneously with the Closing Date; and (ii) the reasonable and documented fees and expenses of Winston & Xxxxxx LLP, counsel to the Administrative Agent, and of counsel to the Collateral Agent, the Custodian, the Securities Intermediary and the Collateral Administrator in connection with the transactions contemplated hereby, shall have been paid by the Borrower; (k) delivery of such Collateral (including any promissory note, executed assignment agreements and word or pdf copies of the principal credit agreement for each initial Collateral Loan, to the extent received by the Borrower) as required under this Agreement shall have been effected; (l) the information required to be set forth in the Borrowing Base Calculation Statement and the Monthly Report in hard copy and in EXCEL or a comparable format; and (m) such other opinions, instruments, certificates and documents from the Borrower as the Administrative Agent or any Lender shall have reasonably requested.

Conditions Precedent to Initial Advances. The effectiveness of the Closing Date and the obligation of each Lender to make its initial Advance hereunder shall be subject to the following conditions precedent that the Administrative Agent shall have received on or before the date of such initial Advance Closing Date the following, each in form and substance reasonably satisfactory to the Administrative Agent:, the deliverables set forth below or, as applicable, the events set forth below shall have occurred (or such applicable conditions precedent have been waived by the Administrative Agent): (a) each of the Facility Documents duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies of the Constituent Documents of the Borrower and the Collateral Manager as in effect on the Funding Effective Date; (c) true and complete copies certified by a Responsible Officer of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required in connection with the transactions contemplated by this Agreement; (d) a certificate of a Responsible Officer of the Borrower certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its board of directors or members approving this Agreement and the other Facility Documents to which it is a party and Documents; (c) each of the transactions contemplated thereby, (iii) that its representations and warranties set forth of the Borrower, the Collateral Manager and the Equityholder contained in the Facility Documents to which it is a party are shall be true and correct in all material respects as of the Closing 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 in all material respects as of such earlier date), (iv) no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (ed) a certificate one or more certificates of a Responsible Officer of each of the Borrower, the Equityholder and the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action that each of its board of directors or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects as of the Closing 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 in all material respects as of such earlier date), (iviii) to the knowledge of the Collateral Manager, that no Default or Event of Default has occurred and is continuing, and (viv) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (e) copies of favorable UCC, tax, and judgment lien search reports in all necessary or appropriate jurisdictions and under all legal and, where applicable, trade names of each of the Borrower, the Collateral Manager and the Equityholder as reasonably requested by the Administrative Agent, in each case, indicating that there are no prior Liens on any of the Collateral other than Permitted Liens and Liens to be released on the Closing Date acceptable to the Administrative Agent; (f) a certificate of a Responsible Officer proper financing statements, in acceptable form for filing on the Closing Date, under the UCC in any applicable filing office in any applicable jurisdiction that the Administrative Agent deems reasonably necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and such further instruments and such further actions that the Administrative Agent deems reasonably necessary or desirable in order to maintain and protect the Collateral Agent’s first-priority perfected security interest in the Collateral; (g) legal opinions (addressed to each of the BDC certifying Secured Parties) of counsel (including local counsel in any applicable jurisdiction) to the Borrower, the Collateral Manager and the Equityholder, covering customary corporate matters (including opinions regarding no conflict with covered Laws and non-contravention with organizational documents and the Investment Company Act, true sale and substantive nonconsolidation matters, perfection of the Collateral Agent’s security interest in the Collateral and such other matters as the Administrative Agent and its counsel shall reasonably request; (h) since February 28, 2021, there shall have been no Material Adverse Effect; (i) as the Borrower shall not have any Indebtedness other than the Obligations and any Currency Hedge Transaction expressly required pursuant to its Constituent Documents, Section 5.01(q); (iij) as to its resolutions or other action the Borrower shall have Availability of its board of directors, partners or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects not less than $100,000 as of the Closing Date Date; (except k) all of the Covered Accounts shall have been established and shall be subject to the extent such representations Account Control Agreement; (l) evidence reasonably satisfactory to it that (i) all fees and warranties expressly relate expenses due and owing to any earlier datethe Administrative Agent on or prior to the Closing Date have been received or will be received contemporaneously with the Closing Date; and (ii) the reasonable and documented fees and expenses of Dechert LLP, counsel to the Administrative Agent, and of counsel to the Custodian, the Securities Intermediary and the Collateral Administrator in which case such representations connection with the transactions contemplated hereby, shall have been paid by the Borrower; (m) a Borrowing Base Certificate prepared pro forma as of the Closing Date; (n) a solvency certificate reasonably satisfactory to it from an authorized signatory of the Borrower and warranties the Equityholder; (o) the Borrower (or the Collateral Manager on behalf of the Borrower) shall have Delivered to the Custodian all of the Collateral Loan Files for each Collateral Loan owned by the Borrower at the address identified herein; (p) the Borrower shall have instructed all Obligors or, if applicable, the administrative agents, on the Collateral Loans that all payments shall be true and correct in all material respects as of such earlier date), (iv) made directly to the knowledge of applicable Collection Account and all Collections received by the BDC, no Default Borrower or Event of Default has occurred and is continuing its Affiliates with respect to the Purchase Collateral shall be held in trust for the benefit of the Collateral Agent on behalf of the Secured Parties; (q) sufficiently in advance of the Closing Date, all documentation and Contribution Agreementother information required by bank regulatory authorities under applicable “know your customer” and Anti-Money Laundering Laws; (r) sufficiently in advance of (but in any event not less than three (3) Business Days prior to) the Closing Date, and (v) as a Beneficial Ownership Certification in relation to the incumbency Borrower to the extent it qualifies as a “legal entity customer” under the Beneficial Ownership Regulation; and (s) such other approvals, documents, opinions, certificates, searches and specimen signature of each of its Responsible Officers authorized to execute reports as the Facility Documents to which it is a party;Administrative Agent may reasonably request.

Conditions Precedent to Initial Advances. The obligation of each Lender to make its initial Advance hereunder shall be subject to the conditions precedent that the Administrative Agent shall have received on or before the date of such initial Advance Closing Date the following, each in form and substance reasonably satisfactory to the Administrative Agent:, the deliverables set forth below or, as applicable, the events set forth below shall have occurred (or such applicable conditions precedent have been waived by the Administrative Agent): (a) each of the Facility Documents duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies of the Constituent Documents of the Borrower and the Collateral Manager as in effect on the Funding Effective Date; (c) true and complete copies certified by a Responsible Officer of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required in connection with the transactions contemplated by this Agreement; (d) a certificate of a Responsible Officer of the Borrower certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its board of directors or members approving this Agreement and the other Facility Documents to which it is a party and Documents; (c) each of the transactions contemplated thereby, (iii) that its representations and warranties set forth of the Borrower contained in the Facility Documents to which it is a party are shall be true and correct in all material respects as of the Closing 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 in all material respects as of such earlier date), (iv) no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (ed) a certificate one or more certificates of a Responsible Officer of each of the Borrower, the Equityholder and the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action that each of its board of directors or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects as of the Closing 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 in all material respects as of such earlier date), (iviii) to the knowledge of the Collateral Managerits knowledge, that no Default or Event of Default has occurred and is continuing, and (viv) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (e) proper financing statements, in acceptable form for filing on the Closing Date, under the UCC with the Delaware Secretary of State and any other applicable filing office in any applicable jurisdiction that the Administrative Agent deems reasonably necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and such further instruments and such further actions that the Administrative Agent deems reasonably necessary or desirable in order to maintain and protect the Collateral Agent’s first-priority perfected security interest in the Collateral, provided that to the extent any security interest in the Collateral or any deliverable related to the perfection of security interests in the Collateral (other than any Collateral the security interest in which may be perfected by the filing of a UCC financing statement) is not or cannot be provided and/or perfected on the Closing Date (x) without undue burden or expense or (y) after the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection of such security interest(s) or deliverable(s) shall not constitute a condition precedent to the availability of the initial Advance on the Closing Date but shall be required to be delivered after the Closing Date in accordance with Section 5.01(n); (f) copies of proper financing statement amendments (or the equivalent thereof in any applicable foreign jurisdiction) and, if applicable, release letters, if any, necessary to release all security interests and other rights (other than Permitted Liens) of any Person (other than the Collateral Agent) in the Collateral previously granted by the Borrower or any transferor; (g) legal opinions (addressed to each of the Secured Parties) of (i) counsel to the Borrower, the Collateral Manager and the Equityholder, covering customary corporate matters (including opinions regarding no conflict with covered laws and non-contravention with organizational documents and material agreements, the Investment Company Act and the Xxxxxxx Rule), substantive nonconsolidation of the Borrower with the Collateral Manager and the Equityholder, perfection of the Collateral Agent’s security interest in the Collateral and such other matters as the Administrative Agent and its counsel shall reasonably request and (ii) counsel to the Collateral Administrator, the Collateral Agent and the Custodian, covering corporate and enforceability matters, and such other matters as the Administrative Agent and its counsel shall reasonably request; (h) the Equityholder shall have made (or substantially simultaneously or concurrently with the Closing Date shall make) an equity contribution to the Borrower (or shall be deemed to have made an equity contribution to the Borrower in the form of the payment of a portion of the Purchase Price for the initial Collateral Loans) in an amount sufficient, when combined with the proceeds of the initial Advance hereunder, to pay the purchase price for the initial Collateral Loans to be included in the Collateral and all fees and expenses in connection therewith; (i) since December 31, 2016, there shall have been no Material Adverse Effect; (j) after giving effect to the transactions contemplated in connection herewith, the Borrower shall not have any Indebtedness other than the Obligations; (k) all of the Covered Accounts shall have been established and shall be subject to the Account Control Agreement; (l) evidence reasonably satisfactory to it that (i) all fees and (to the extent invoiced at least two (2) Business Days prior to the Closing Date) expenses due and owing to the Administrative Agent on or prior to the Closing Date have been received or will be received contemporaneously with the Closing Date; and (ii) (to the extent invoiced at least two (2) Business Days prior to the Closing Date) the reasonable and documented fees and expenses of Winston & Xxxxxx LLP, counsel to the Administrative Agent, and of counsel to the Custodian, the Securities Intermediary and the Collateral Administrator in connection with the transactions contemplated hereby, shall have been paid by the Borrower; (m) at least three (3) Business Days prior to the Closing Date, a Borrowing Base Calculation Statement prepared as of a date reasonably prior to the Closing Date; (n) evidence reasonably satisfactory to it that an amount equal to the Unfunded Reserve Required Amount with respect to the Collateral Loans to be acquired on the Closing Date shall have been deposited into the Unfunded Reserve Account; (o) a solvency certificate reasonably satisfactory to it from an authorized signatory of the Borrower and the Equityholder; (p) the Lenders and 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 2.02, certified by a Responsible Officer of the BDC certifying Borrower (i) as to its Constituent Documentsor the Collateral Manager on behalf of the Borrower), (ii) as to its resolutions or other action demonstrating that immediately after the making of its board such initial Advance, each of directorsthe Coverage Tests, partners or members approving this Agreement the Collateral Quality Test and the other Facility Documents to which it is a party and Concentration Limitations shall be satisfied; (q) the transactions contemplated thereby, Borrower (iii) that its representations and warranties set forth in or the Facility Documents to which it is a party are true and correct in all material respects as Collateral Manager on behalf of the Closing Date (except Borrower) shall have delivered to the extent such representations and warranties expressly relate to any earlier dateCustodian all of the Loan Files for each Collateral Loan owned by the Borrower at the address identified herein; and (r) the Borrower shall have instructed all Obligors or, in which case such representations and warranties if applicable, the administrative agents, on the Collateral Loans that all payments shall be true and correct in all material respects as of such earlier date), (iv) made directly to the knowledge of Collection Account and all Collections received by the BDC, no Default Borrower or Event of Default has occurred and is continuing its Affiliates with respect to the Purchase and Contribution Agreement, and (v) as to Collateral shall be held in trust for the incumbency and specimen signature benefit of each the Collateral Agent on behalf of its Responsible Officers authorized to execute the Facility Documents to which it is a party;Secured Parties.

Conditions Precedent to Initial Advances. The obligation of each Lender to make its initial Advance hereunder shall be subject to the conditions precedent that the Administrative Agent shall have received on or before the date of such initial Advance the following, each in form and substance reasonably satisfactory to the Administrative Agent: (a) each of the Facility Documents duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies of the Constituent Documents of the Borrower and the Collateral Manager as in effect on the Funding Effective Closing Date; (c) true and complete copies certified by a Responsible Officer of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required in connection with the transactions contemplated by this Agreement; (d) a certificate of a Responsible Officer of the Borrower certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its board of directors managers or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects as of the Closing 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 in all material respects as of such earlier date), (iv) no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (e) a certificate of a Responsible Officer of the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its board of directors or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects as of the Closing 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 in all material respects as of such earlier date), (iv) to the knowledge of the Collateral Manager, no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (f) a closing certificate from the Borrower substantially in the form set forth on Exhibit H hereto; (g) copies of UCC Financing Statements, under the UCC with the Secretary of State of the State of Delaware and any other applicable filing office in any applicable jurisdiction that the Administrative Agent deems necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement; (h) Reserved; (i) Reserved; (j) evidence reasonably satisfactory to it that all of the Covered Accounts shall have been established; and the Account Control Agreement shall have been executed and delivered by the Borrower, the Administrative Agent and the Custodian, and shall be in full force and effect; (k) evidence that (x) all fees due and owing to the Administrative Agent, each Lender and the Custodian, on or prior to the Closing Date have been received or will be contemporaneous with closing; and (y) the reasonable and documented accrued fees and expenses of Xxxxxxx and Xxxxxx LLP, counsel to the Administrative Agent, and Xxxxx Xxxxxxx LLP, counsel to the Custodian, in its respective capacities hereunder, in connection with the transactions contemplated hereby (to the extent invoiced prior to the Closing Date and required to be paid by the Borrower hereunder), shall have been paid by the Borrower or will be contemporaneous with closing; (l) delivery of such Collateral (including any promissory note, executed assignment agreements and word or pdf copies of the principal credit agreement for each initial Collateral Loan, to the extent received by the Borrower) in accordance with the provisions of Article XIV shall have been effected; (m) a certificate of a Responsible Officer of the BDC certifying (i) as to its Constituent DocumentsBorrower, (ii) as to its resolutions or other action of its board of directors, partners or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects dated as of the Closing Date (except Date, to the extent such representations and warranties expressly relate to any earlier dateeffect that, in which the case such representations of each item of Collateral pledged to the Administrative Agent, on the Closing Date and warranties shall be true and correct in all material respects as immediately prior to the delivery thereof on the Closing Date: (i) the Borrower is the owner of such earlier date)Collateral free and clear of any liens, claims or encumbrances of any nature whatsoever except for (A) those which are being released on the Closing Date and (B) Permitted Liens; (ii) the Borrower has acquired its ownership in such Collateral in good faith without notice of any adverse claim, except as described in clause (i) above; (iii) the Borrower has not assigned, pledged or otherwise encumbered any interest in such Collateral (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests granted pursuant to this Agreement and with respect to Permitted Liens; (iv) the Borrower has full right to grant a security interest in and assign and pledge such Collateral to the knowledge of the BDC, no Default or Event of Default has occurred and is continuing with respect to the Purchase and Contribution Agreement, and Administrative Agent; and (v) as to the incumbency and specimen signature upon execution of each of its Responsible Officers authorized to execute the Facility Documents and filing of the relevant UCC-1 Financing Statements in the applicable filing offices, the Administrative Agent will have a first priority perfected security interest in the Collateral (subject to Permitted Liens) which it is may be perfected by filing, except as permitted by this Agreement. (n) an executed Certificate of Beneficial Ownership and all documentation and other information requested by any such Lender required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act; and the Administrative Agent shall have received a party;fully executed IRS Form W-9 (or its equivalent) from the Borrower, the Collateral Manager and Logan Ridge; and (o) such other instruments, certificates and documents from the Borrower, the Collateral Manager and Logan Ridge as the Administrative Agent or any Lender shall have reasonably requested.

Conditions Precedent to Initial Advances. The obligation of each Lender to make its initial Advance hereunder shall be subject to the conditions precedent that the Administrative Agent shall have received on or before the date of such initial Advance the following, each in form and substance reasonably satisfactory to the Administrative Agent: (a) each of the Facility Documents duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies of the Constituent Documents of the Borrower and the Collateral Manager as in effect on the Funding Effective Date; (c) true and complete copies certified by a Responsible Officer of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required in connection with the transactions contemplated by this AgreementAgreement (other than any Governmental Filings required to be filed by the Parent, or appropriate for it to file, under the Securities Exchange Act of 1934 and/or the Securities Act of 1933); (d) a certificate of a Responsible Officer of the Borrower certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its board of directors or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects as of the Closing 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 in all material respects as of such earlier date), (iv) no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (e) a certificate of a Responsible Officer of each of the Collateral Manager certifying (i) as to its Constituent DocumentsGuarantors, (ii) as to its resolutions or other action of its board of directors or members approving this Agreement the Servicer and the other Facility Documents to which it is a party and the transactions contemplated therebyOriginator, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects as of the Closing 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 in all material respects as of such earlier date), (iv) to the knowledge of the Collateral Manager, no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (f) a certificate of a Responsible Officer of the BDC certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its board of directors, partners or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects as of the Closing 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 in all material respects as of such earlier date), (iv) to the knowledge of the BDCno Default, no Default or Event of Default Default, Potential Servicer Termination Event, Servicer Termination Event, or default under the Purchase and Contribution Agreement has occurred and is continuing with respect to the Purchase and Contribution Agreementto, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (f) intentionally omitted; (g) UCC financing statements, under the UCC in all jurisdictions that the Administrative Agent deems necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement; (h) copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Collateral previously granted by the Borrower or any transferor; (i) legal opinions (addressed to each of the Secured Parties) of (A) Platte Klarsfeld & Lxxxxx, LLP, counsel to the Borrower, the Servicer, and the Guarantors (other than Parent), O’Xxxxxx & Mxxx, P.C., counsel to the Parent, covering such matters as the Administrative Agent and its counsel shall reasonably request, and (B) Cxxxxxx and Cxxxxx LLP, counsel to the Backup Servicer, covering such matters as the Administrative Agent and its counsel shall reasonably request; (j) evidence reasonably satisfactory to it that the Collection Account shall have been established; and the Account Control Agreement shall have been executed and delivered by the Borrower, the Administrative Agent and the Account Bank, and shall be in full force and effect; (k) evidence that (x) all fees due and owing to the Administrative Agent and Backup Servicer, on or prior to the Funding Effective Date have been received or will be contemporaneous with closing; and (y) the reasonable and documented accrued fees and expenses of Txxxxxxx Sxxxxxx LLP, counsel to the Administrative Agent, and Cxxxxxx and Cxxxxx LLP, counsel to Backup Servicer, in connection with the transactions contemplated hereby (to the extent invoiced prior to the Funding Effective Date and required to be paid by the Borrower hereunder), shall have been paid by the Borrower or will be contemporaneous with closing; (l) audited consolidated financial statements of Parent as of December 31, 2017, and the unaudited interim consolidated financial statements of Parent as of March 31, 2018, for the three (3) months then ended; (m) Delivery of such Collateral (including, for each initial Collateral Loan, the related Loan Note and Assignment of Note, Mortgage and Assignment of Mortgage executed in blank with respect to a First Lien Loan, executed assignment agreements, underwriting memo, appraisal report with respect to the related Project Property, and word or pdf copies of the principal credit agreement) in accordance with the provisions of Article XIII shall have been effected, and Administrative Agent shall have received a Custodial File Document Receipt Certificate that does not show any Exceptions, except for such Exceptions as Administrative Agent may approve in its sole discretion; (n) a certificate of a Responsible Officer of the Borrower, dated as of the Closing Date, to the effect that, in the case of each item of Collateral pledged to the Administrative Agent, on the Closing Date and immediately prior to the delivery thereof on the Closing Date: (i) the Borrower is the owner of such Collateral free and clear of any Liens, claims or encumbrances of any nature whatsoever except for (A) those which are being released on the Closing Date and (B) Permitted Liens; (ii) the Borrower has acquired its ownership in such Collateral in good faith without notice of any adverse claim, except as described in clause (i) above; (iii) the Borrower has not assigned, pledged or otherwise encumbered any interest in such Collateral (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests permitted by or granted pursuant to this Agreement; (iv) the Borrower has full right to grant a security interest in and assign and pledge such Collateral to the Administrative Agent; and (v) upon grant by the Borrower, the Administrative Agent has a first priority perfected security interest in the Collateral, except as permitted by this Agreement; (o) all documentation and other information requested by any such Lender required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act; and the Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 (or its equivalent) for the Borrower, each Guarantor, and the Servicer; (p) a closing certificate from the Borrower substantially in the form set forth on Exhibit H hereto; (q) such other opinions, instruments, certificates and documents from the Borrower, the Servicer, and each Guarantor as the Administrative Agent or any Lender shall have reasonably requested; (r) copies of the United States Internal Revenue Service forms required by Section 15.03(g) of this Agreement; and (s) a statement of any pending or threatened litigation or legal actions against the Borrower, the Servicer, or any Guarantor (provided that in the case of Parent, such statement may be that there is no material pending or threatened litigation or legal actions against Parent).

Conditions Precedent to Initial Advances. The effectiveness of the Closing Date and the obligation of each Lender to make its initial Advance hereunder shall be subject to the following conditions precedent that the Administrative Agent shall have received on or before the date of such initial Advance Closing Date the following, each in form and substance reasonably satisfactory to the Administrative Agent:, the deliverables set forth below or, as applicable, the events set forth below shall have occurred (or such applicable conditions precedent have been waived by the Administrative Agent): (a) each of the Facility Documents duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies of the Constituent Documents of the Borrower and the Collateral Manager as in effect on the Funding Effective Date; (c) true and complete copies certified by a Responsible Officer of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required in connection with the transactions contemplated by this Agreement; (d) a certificate of a Responsible Officer of the Borrower certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its board of directors or members approving this Agreement and the other Facility Documents to which it is a party and Documents; (c) each of the transactions contemplated thereby, (iii) that its representations and warranties set forth of the Borrower, the Collateral Manager and the Equityholder contained in the Facility Documents to which it is a party are shall be true and correct in all material respects as of the Closing 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 in all material respects as of such earlier date), (iv) no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (ed) a certificate one or more certificates of a Responsible Officer of each of the Borrower, the Equityholder and the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action that each of its board of directors or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects as of the Closing 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 in all material respects as of such earlier date), (iviii) to the knowledge of the Collateral Manager, that no Default or Event of Default has occurred and is continuing, and (viv) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (e) copies of favorable UCC, tax, and judgment lien search reports in all necessary or appropriate jurisdictions and under all legal and, where applicable, trade names of each of the Borrower, the Collateral Manager and the Equityholder as reasonably requested by the Administrative Agent, in each case, indicating that there are no prior Liens on any of the Collateral other than Permitted Liens and Liens to be released on the Closing Date acceptable to the Administrative Agent; (f) a certificate of a Responsible Officer proper financing statements, in acceptable form for filing on the Closing Date, under the UCC in any applicable filing office in any applicable jurisdiction that the Administrative Agent deems reasonably necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and such further instruments and such further actions that the Administrative Agent deems reasonably necessary or desirable in order to maintain and protect the Collateral Agent’s first-priority perfected security interest in the Collateral; (g) legal opinions (addressed to each of the BDC certifying Secured Parties) of counsel (including local counsel in any applicable jurisdiction) to the Borrower, the Collateral Manager and the Equityholder, covering customary corporate matters (including opinions regarding no conflict with covered Laws and non-contravention with organizational documents and the Investment Company Act, true sale and substantive nonconsolidation matters, perfection of the Collateral Agent’s security interest in the Collateral and such other matters as the Administrative Agent and its counsel shall reasonably request); (h) since February 28, 2023, there shall have been no Material Adverse Effect; (i) the Borrower shall not have any Indebtedness other than the Obligations and any Currency Hedge Transaction expressly required pursuant to Section 5.01(q); (j) the Borrower shall have Availability of not less than $100,000 as of the Closing Date; (k) all of the Covered Accounts shall have been established and shall be subject to its Constituent Documents, the Account Control Agreement; (l) evidence reasonably satisfactory to it that (i) all fees and expenses due and owing to the Administrative Agent on or prior to the Closing Date have been received or will be received contemporaneously with the Closing Date; and (ii) as the reasonable and documented fees and expenses of counsel to its resolutions or other action the Administrative Agent, of its board counsel to the Lenders (subject to the limit set forth in Section 12.04), and of directorscounsel to the Custodian, partners or members approving this Agreement the Securities Intermediary and the other Facility Documents to which it is a party and Collateral Administrator in connection with the transactions contemplated therebyhereby shall have been paid by the Borrower or will be paid by the Borrower contemporaneously with the Closing Date; (m) a Borrowing Base Certificate prepared pro forma as of the Closing Date; (n) a solvency certificate reasonably satisfactory to it from an authorized signatory of the Borrower and the Equityholder; (o) the Borrower (or the Collateral Manager on behalf of the Borrower) shall have Delivered to the Custodian all of the Collateral Loan Files for each Closing Date Collateral Loan, with copies to the Administrative Agent, at their respective addresses identified herein; (iiip) the Borrower shall have instructed all Obligors or, if applicable, the administrative agents, on the Collateral Loans that all payments shall be made directly to the applicable Collection Account and all Collections received by the Borrower or its representations Affiliates with respect to the Collateral shall be held in trust for the benefit of the Collateral Agent on behalf of the Secured Parties; (q) sufficiently in advance of the Closing Date, all documentation and warranties set forth in other information required by bank regulatory authorities under applicable “know your customer” and Anti-Money Laundering Laws; (r) such financial information with respect to the Facility Documents to which it is Borrower or the Equityholder as an Agent or a party are true and correct in all material respects Lender have reasonably requested as of the Closing Date or earlier; (except s) results of a background check of each Key Person; (t) completion of all due diligence, site visits and underwriting that Agents and the Lenders deem necessary in their reasonable discretion; (u) sufficiently in advance of (but in any event not less than three (3) Business Days prior to) the Closing Date, a Beneficial Ownership Certification in relation to the Borrower 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 in all material respects it qualifies as of such earlier date), (iv) to a “legal entity customer” under the knowledge of the BDC, no Default or Event of Default has occurred and is continuing with respect to the Purchase and Contribution Agreement, and Beneficial Ownership Regulation; and (v) such other approvals, documents, opinions, certificates, searches and reports as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party;Administrative Agent may reasonably request.

Conditions Precedent to Initial Advances. The obligation of each Lender to make its initial Advance hereunder shall be subject to the conditions precedent that the Administrative Agent shall have received on or before the date of such initial Advance the following, each in form and substance reasonably satisfactory to the Administrative Agent: (a) each of the Facility Documents duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies of the Constituent Documents of the Borrower and the Collateral Manager as in effect on the Funding Effective Closing Date; (c) true and complete copies certified by a Responsible Officer of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required in connection with the transactions contemplated by this Agreement; (d) a certificate of a Responsible Officer of the Borrower certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its board of directors managers or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects as of the Closing 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 in all material respects as of such earlier date), (iv) no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (e) a certificate of a Responsible Officer of the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its board of directors or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects as of the Closing 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 in all material respects as of such earlier date), (iv) to the knowledge of the Collateral Manager, no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (f) a closing certificate from the Borrower substantially in the form set forth on Exhibit H hereto; (g) copies of a Responsible Officer UCC Financing Statements, under the UCC with the Secretary of State of the BDC certifying (i) as State of Delaware and any other applicable filing office in any applicable jurisdiction that the Administrative Agent deems necessary or desirable in order to its Constituent Documents, (ii) as to its resolutions or other action of its board of directors, partners or members approving this Agreement and perfect the other Facility Documents to which it is a party and the transactions contemplated thereby, (iii) that its representations and warranties set forth interests in the Facility Documents to which it is a party are true and correct in all material respects as of the Closing 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 in all material respects as of such earlier date), (iv) to the knowledge of the BDC, no Default or Event of Default has occurred and is continuing with respect to the Purchase and Contribution Collateral contemplated by this Agreement, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party;

Conditions Precedent to Initial Advances. The obligation of each Lender to make its initial Advance hereunder shall be subject to the conditions precedent that the Administrative Agent shall have received on or before the date of such initial Advance Closing Date the following, each in form and substance reasonably satisfactory to the Administrative Agent:, the deliverables set forth below or, as applicable, the events set forth below shall have occurred (or such applicable conditions precedent have been waived by the Administrative Agent): (a) each of the Facility Documents duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies of the Constituent Documents of the Borrower and the Collateral Manager as in effect on the Funding Effective Date; (c) true and complete copies certified by a Responsible Officer of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required in connection with the transactions contemplated by this Agreement; (d) a certificate of a Responsible Officer of the Borrower certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its board of directors or members approving this Agreement and the other Facility Documents to which it is a party and Documents; (c) each of the transactions contemplated thereby, (iii) that its representations and warranties set forth of the Borrower contained in the Facility Documents to which it is a party are shall be true and correct in all material respects as of the Closing 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 in all material respects as of such earlier date), (iv) no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (ed) a certificate one or more certificates of a Responsible Officer of each of the Borrower, the Equityholder and the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action that each of its board of directors or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects as of the Closing 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 in all material respects as of such earlier date), (iviii) to the knowledge of the Collateral Managerits knowledge, that no Default or Event of Default has occurred and is continuing, and (viv) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (e) proper financing statements, in acceptable form for filing on the Closing Date, under the UCC with the Delaware Secretary of State and any other applicable filing office in any applicable jurisdiction that the Administrative Agent deems reasonably necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and such further instruments and such further actions that the Administrative Agent deems reasonably necessary or desirable in order to maintain and protect the Collateral Agent’s first-priority perfected security interest in the Collateral, provided that to the extent any security interest in the Collateral or any deliverable related to the perfection of security interests in the Collateral (other than any Collateral the security interest in which may be perfected by the filing of a UCC financing statement) is not or cannot be provided and/or perfected on the Closing Date (x) without undue burden or expense or (y) after the Borrower’s use of commercially reasonable efforts to do so, then the provision and/or perfection of such security interest(s) or deliverable(s) shall not constitute a condition precedent to the availability of the initial Advance on the Closing Date but shall be required to be delivered after the Closing Date in accordance with Section 5.01(n); (f) copies of proper financing statement amendments (or the equivalent thereof in any applicable foreign jurisdiction) and, if applicable, release letters, if any, necessary to release all security interests and other rights (other than Permitted Liens) of any Person (other than the Collateral Agent) in the Collateral previously granted by the Borrower or any transferor; (g) legal opinions (addressed to each of the Secured Parties) of (i) counsel to the Borrower, the Collateral Manager and the Equityholder, covering customary corporate matters (including opinions regarding no conflict with covered laws and non-contravention with organizational documents and material agreements, the Investment Company Act and the Vxxxxxx Rule), substantive nonconsolidation of the Borrower with the Collateral Manager and the Equityholder, perfection of the Collateral Agent’s security interest in the Collateral and such other matters as the Administrative Agent and its counsel shall reasonably request and (ii) counsel to the Collateral Administrator, the Collateral Agent and the Custodian, covering corporate and enforceability matters, and such other matters as the Administrative Agent and its counsel shall reasonably request; (h) the Equityholder shall have made (or substantially simultaneously or concurrently with the Closing Date shall make) an equity contribution to the Borrower (or shall be deemed to have made an equity contribution to the Borrower in the form of the payment of a portion of the Purchase Price for the initial Collateral Loans) in an amount sufficient, when combined with the proceeds of the initial Advance hereunder, to pay the purchase price for the initial Collateral Loans to be included in the Collateral and all fees and expenses in connection therewith; (i) since December 31, 2016, there shall have been no Material Adverse Effect; (j) after giving effect to the transactions contemplated in connection herewith, the Borrower shall not have any Indebtedness other than the Obligations; (k) all of the Covered Accounts shall have been established and shall be subject to the Account Control Agreement; (l) evidence reasonably satisfactory to it that (i) all fees and (to the extent invoiced at least two (2) Business Days prior to the Closing Date) expenses due and owing to the Administrative Agent on or prior to the Closing Date have been received or will be received contemporaneously with the Closing Date; and (ii) (to the extent invoiced at least two (2) Business Days prior to the Closing Date) the reasonable and documented fees and expenses of Winston & Sxxxxx LLP, counsel to the Administrative Agent, and of counsel to the Custodian, the Securities Intermediary and the Collateral Administrator in connection with the transactions contemplated hereby, shall have been paid by the Borrower; (m) at least three (3) Business Days prior to the Closing Date, a Borrowing Base Calculation Statement prepared as of a date reasonably prior to the Closing Date; (n) evidence reasonably satisfactory to it that an amount equal to the Unfunded Reserve Required Amount with respect to the Collateral Loans to be acquired on the Closing Date shall have been deposited into the Unfunded Reserve Account; (o) a solvency certificate reasonably satisfactory to it from an authorized signatory of the Borrower and the Equityholder; (p) the Lenders and 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 2.02, certified by a Responsible Officer of the BDC certifying Borrower (i) as to its Constituent Documentsor the Collateral Manager on behalf of the Borrower), (ii) as to its resolutions or other action demonstrating that immediately after the making of its board such initial Advance, each of directorsthe Coverage Tests, partners or members approving this Agreement the Collateral Quality Test and the other Facility Documents to which it is a party and Concentration Limitations shall be satisfied; (q) the transactions contemplated thereby, Borrower (iii) that its representations and warranties set forth in or the Facility Documents to which it is a party are true and correct in all material respects as Collateral Manager on behalf of the Closing Date (except Borrower) shall have delivered to the extent such representations and warranties expressly relate to any earlier dateCustodian all of the Loan Files for each Collateral Loan owned by the Borrower at the address identified herein; and (r) the Borrower shall have instructed all Obligors or, in which case such representations and warranties if applicable, the administrative agents, on the Collateral Loans that all payments shall be true and correct in all material respects as of such earlier date), (iv) made directly to the knowledge of Collection Account and all Collections received by the BDC, no Default Borrower or Event of Default has occurred and is continuing its Affiliates with respect to the Purchase and Contribution Agreement, and (v) as to Collateral shall be held in trust for the incumbency and specimen signature benefit of each the Collateral Agent on behalf of its Responsible Officers authorized to execute the Facility Documents to which it is a party;Secured Parties.

Conditions Precedent to Initial Advances. The obligation of each Lender to make its initial Advance hereunder shall be subject to the conditions precedent that the Administrative Agent shall have received on or before the date of such initial Advance Closing Date the following, each in form and substance reasonably satisfactory to the Administrative Agent:, the deliverables set forth below or, as applicable, the events set forth below shall have occurred (or such applicable conditions precedent have been waived by the Administrative Agent): (a) each of the Facility Documents duly executed and delivered by the parties thereto, which shall each be in full force and effect; (b) true and complete copies of the Constituent Documents of the Borrower and the Collateral Manager as in effect on the Funding Effective Date; (c) true and complete copies certified by a Responsible Officer of the Borrower of all Governmental Authorizations, Private Authorizations and Governmental Filings, if any, required in connection with the transactions contemplated by this Agreement; (d) a certificate of a Responsible Officer of the Borrower certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its board of directors or members approving this Agreement and the other Facility Documents to which it is a party and Documents; (c) each of the transactions contemplated thereby, (iii) that its representations and warranties set forth of the Borrower contained in the Facility Documents to which it is a party are shall be true and correct in all material respects as of the Closing 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 in all material respects as of such earlier date), (iv) no Default or Event of Default has occurred and is continuing, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (ed) a certificate one or more certificates of a Responsible Officer of each of the Borrower, the Equityholder and the Collateral Manager certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action that each of its board of directors or members approving this Agreement and the other Facility Documents to which it is a party and the transactions contemplated thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects as of the Closing 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 in all material respects as of such earlier date), (iviii) to the knowledge of the Collateral Managerits knowledge, that no Default or Event of Default has occurred and is continuing, and (viv) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents to which it is a party; (e) proper financing statements, in acceptable form for filing on the Closing Date, under the UCC with the Secretary of State of the State of Delaware and any other applicable filing office in any applicable jurisdiction that the Administrative Agent deems reasonably necessary or desirable in order to perfect the interests in the Collateral contemplated by this Agreement and such further instruments and such further actions that the Administrative Agent deems reasonably necessary or desirable in order to maintain and protect the Collateral Agent’s first-priority perfected security interest in the Collateral; (f) a certificate of a Responsible Officer legal opinions (addressed to each of the BDC certifying Secured Parties) of (i) U.S. counsel to the Borrower, the Collateral Manager and the Equityholder, covering customary corporate matters (including opinions regarding no conflict with covered Laws and non-contravention with organizational documents and material agreements, the Investment Company Act and the Xxxxxxx Rule (which, in the case of the Xxxxxxx Rule, may be a memo in lieu of an opinion)), substantive nonconsolidation of the Borrower with the Equityholder, perfection of the Collateral Agent’s security interest in the Collateral and such other matters as to the Administrative Agent and its Constituent Documents, counsel shall reasonably request and (ii) as counsel to its resolutions or other action of its board of directorsthe Collateral Administrator, partners or members approving this Agreement the Collateral Agent and the Custodian, covering corporate and enforceability matters, and such other Facility Documents matters as the Administrative Agent and its counsel shall reasonably request; (g) the Administrative Agent shall have received satisfactory evidence that the Equityholder has deposited $15,000,000 into the Principal Collection Account as an equity contribution to which the Borrower; (h) since December 31, 2018, there shall have been no Material Adverse Effect; (i) the Borrower shall not have any Indebtedness other than the Obligations; (j) all of the Covered Accounts shall have been established and shall be subject to the Account Control Agreement; (k) evidence reasonably satisfactory to it is a party that (i) all fees and (to the extent invoiced at least two (2) Business Days prior to the Closing Date) expenses due and owing to the Administrative Agent on or prior to the Closing Date have been received or will be received contemporaneously with the Closing Date; and (ii) (to the extent invoiced at least two (2) Business Days prior to the Closing Date) the reasonable and documented fees and expenses of Cadwalader, Xxxxxxxxxx & Xxxx LLP, counsel to the Administrative Agent, and of counsel to the Custodian, the Securities Intermediary and the Collateral Administrator in connection with the transactions contemplated therebyhereby, shall have been paid by the Borrower; (iiil) that its representations and warranties set forth in at least three (3) Business Days prior to the Facility Documents to which it is Closing Date, a party are true and correct in all material respects Borrowing Base Calculation Statement prepared as of a date reasonably prior to the Closing Date Date; (except m) evidence reasonably satisfactory to it that an amount equal 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 in all material respects as of such earlier date), (iv) to the knowledge of the BDC, no Default or Event of Default has occurred and is continuing Unfunded Reserve Required Amount with respect to the Purchase Collateral Loans to be acquired on the Closing Date shall have been deposited into the Unfunded Reserve Account; (n) a solvency certificate reasonably satisfactory to it from an authorized signatory of the Borrower and Contribution Agreement, and the Equityholder; (vo) as the Borrower (or the Collateral Manager on behalf of the Borrower) shall have delivered to the incumbency Custodian all of the Loan Files for each Collateral Loan owned by the Borrower at the address identified herein; (p) the Borrower shall have instructed all Obligors or, if applicable, the administrative agents, on the Collateral Loans that all payments shall be made directly to the Collection Account and specimen signature all Collections received by the Borrower or its Affiliates with respect to the Collateral shall be held in trust for the benefit of each the Collateral Agent on behalf of its Responsible Officers authorized the Secured Parties; (q) sufficiently in advance of the Closing Date, all documentation and other information required by bank regulatory authorities under applicable “know your customer” and Anti-Money Laundering Laws; (r) sufficiently in advance of (but in any event not less than three (3) Business Days prior to) the Closing Date, a Beneficial Ownership Certification in relation to execute the Facility Documents Borrower to which the extent it is qualifies as a party;“legal entity customer” under the Beneficial Ownership Regulation; and (s) such other approvals, documents, opinions, certificates, searches and reports as the Administrative Agent may reasonably request.