Common use of Conditions to Advances Clause in Contracts

Conditions to Advances. No Advance shall be made unless each of the following conditions is satisfied (or waived by the Administrative Agent in writing (including via email) in its sole discretion) as of the proposed date of such Advance: (1) the Effective Date shall have occurred; (2) the Company shall have delivered a Request for Advance in accordance with Section 2.03(d) and, in connection with an Advance made in connection with a Purchase (other than an Initial Portfolio Investment), the related Approval Request has been approved by the Administrative Agent in accordance with Section 1.02; (3) no Cash Sweep Event, Event of Default or Default has occurred and is continuing; (4) the Reinvestment Period has not ended; (5) all of the representations and warranties contained in Article VI and in any other Credit Document shall be true and correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct), in each case on and as of the date of such Advance, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct) as of such earlier date; and (6) immediately after giving pro forma effect to such Advance (and any related Purchase) hereunder: (a) the Borrowing Base Test is satisfied; (b) the aggregate principal balance of Multi-Currency Tranche Advances then outstanding will not exceed the aggregate limit for Multi-Currency Tranche Advances set forth in the Transaction Schedule; (c) the aggregate principal balance of USD Advances and Swingline Loans then outstanding will not exceed the aggregate limit for USD Advances set forth in the Transaction Schedule; and (d) in the case of an Advance made in connection with a Purchase, the amount of such Advance shall be not less than U.S.$1,000,000 unless waived by the Administrative Agent. If the above conditions to an Advance are satisfied or waived by the Administrative Agent, the Servicer shall determine, in consultation with the Administrative Agent and with notice to the Lenders and the Collateral Administrator, the date on which any Advance shall be provided.

Conditions to Advances. No Advance shall be made unless each (a) As a condition to the disbursement of any Advance, the Borrower shall, at least three Business Days prior to the requested disbursement date (or such shorter period as the Noteholder may reasonably agree), deliver to the Noteholder a written notice (the “Borrowing Notice”) setting out (a) the amount of the following conditions Advance, (b) the date on which the Advance is satisfied to be disbursed and (or waived by c) the Administrative Agent in writing (including via email) in its sole discretion) as Interest Period for such Advance. Upon receipt of the proposed Borrowing Notice, the Noteholder shall make available to the Borrower on the disbursement date the amount set out in the notice in immediately available funds. (b) At the time of such Advanceeach Advance hereunder: (1i) the Effective Date shall have occurred; (2) the Company shall have delivered a Request for Advance in accordance with Section 2.03(d) and, in connection with an Advance made in connection with a Purchase (other than an Initial Portfolio Investment), the related Approval Request has been approved by the Administrative Agent in accordance with Section 1.02; (3) no Cash Sweep Event, Event of Default or Default has occurred and is continuing; (4) the Reinvestment Period has not ended; (5) all each of the representations and warranties contained in Article VI and in any other Credit Document set forth herein shall be and remain true and correct (or, in the case of any representation or warranty not qualified as to materiality, true and correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct), in each case on and respects) as of the date of such Advancetime, except to the extent that such representations and warranties specifically refer the same expressly relate to an earlier datedate (and in such case shall be true and correct (or, in which the case they shall be of any representation or warranty not qualified as to materiality, true and correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correctrespects) as of such earlier date; anddate); (6ii) immediately no Default or Event of Default shall have occurred and be continuing or would occur as a result of such Advance; (iii) after giving pro forma effect to such Advance (and any related Purchase) hereunder: (a) the Borrowing Base Test is satisfied; (b) requested extension of credit, the aggregate principal balance amount of Multi-Currency Tranche all Advances then outstanding will under this Agreement shall not exceed the aggregate limit for Multi-Currency Tranche Advances set forth in Commitments; (iv) the Transaction ScheduleNoteholder shall have received the notice required by Section 2.2(a); (c) the aggregate principal balance of USD Advances and Swingline Loans then outstanding will not exceed the aggregate limit for USD Advances set forth in the Transaction Schedule; and (dv) in the case of an Advance made in connection with a PurchaseTranche B Advance, the aggregate amount of the Tranche A Advances outstanding shall equal the amount of such Advance shall be not less than U.S.$1,000,000 unless waived by the Administrative Agent. If Tranche A Commitments; and (vi) in the above conditions to an Advance are satisfied or waived by the Administrative Agentcase of a Tranche B Advance, the Servicer shall determine, in consultation Subordination Provisions with the Administrative Agent and with notice respect to the Lenders Tranche B Advances are in full force and effect and the Collateral Administratormaterial terms of this Note applicable to the Tranche B Advances, the date on which including any Advance shall be providedinterest rates, payment terms, maturities, amortization schedules, covenants, defaults, and remedies, have been acknowledged in writing by Fifth Third as being acceptable in form and substance to Fifth Third.

Conditions to Advances. No Advance shall be made unless each of the following conditions is satisfied (or waived by the Administrative Agent in writing (including via email) in its sole discretion) as of the proposed date of such Advance: (1) the Effective Date shall have occurred; (2) the Company shall have delivered a Request for Advance in accordance with Section 2.03(d) and, in connection with an Advance made in connection with a Purchase (other than an Initial Portfolio Investment), the related Approval Request has been approved by the Administrative Agent in accordance with Section 1.02; (3) no Cash Sweep Event, Event of Default or Default has occurred and is continuing; (4) the Reinvestment Period has not ended; (5) all of the representations and warranties contained in Article VI and in any other Credit Document shall be true and correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct), in each case on and as of the date of such Advance, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct) as of such earlier date; and (6) immediately after giving pro forma effect to such Advance (and any related Purchase) hereunder: (a) the Borrowing Base Test is satisfied; (b) the aggregate principal balance of Multi-Currency Tranche Advances then outstanding will not exceed the aggregate limit for Multi-Currency Tranche Advances set forth in the Transaction Schedule; (c) the aggregate principal balance of USD Advances and Swingline Loans then outstanding will not exceed the aggregate limit for USD Advances set forth in the Transaction Schedule; and (dc) in the case of an Advance made in connection with a Purchase, the amount of such Advance shall be not less than U.S.$1,000,000 unless waived by the Administrative Agent. If the above conditions to an Advance are satisfied or waived by the Administrative Agent, the Servicer shall determine, in consultation with the Administrative Agent and with notice to the Lenders and the Collateral Administrator, the date on which any Advance shall be provided.

Conditions to Advances. No Advance shall be made unless each of the following conditions is satisfied (or waived by the Administrative Agent in writing (including via email) in its sole discretion) as of the proposed date of such Advance: (1a) the Effective Date shall have occurred; (2b) the Company shall have delivered a Request for Advance in accordance with Section 2.03(d) and, in connection with an Advance made in connection with a Purchase (other than an Initial Portfolio Investment2.02(d), the related Approval Request has been approved by the Administrative Agent in accordance with Section 1.02; (3c) no Cash Sweep Event, Event of Default or Default has occurred and is continuing; (4) the Reinvestment Period has not ended; (5d) all of the representations and warranties contained in Article VI and in any other Credit Document shall be true and correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct), in each case on and as of the date of such Advance, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct) as of such earlier date; and; (6e) all of the representations and warranties contained in the Guarantee shall be true and correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct), in each case on and as of the date of such Advance, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct) as of such earlier date; (f) immediately after giving pro forma effect to such Advance (and any related Purchase) hereunder: (a) the Borrowing Base Test is satisfied; (b1) the aggregate principal balance of Multi-Currency Tranche Term Loan Advances and Revolving Advances then outstanding will not exceed the aggregate limit respective limits for Multi-Currency Tranche such Advances set forth in the Transaction Schedule; (c2) the aggregate principal balance of USD Advances and Swingline Loans then outstanding will not exceed the aggregate limit for USD Advances set forth in the Transaction Schedule; and (d) in the case of an Advance made in connection with a Purchase, the amount of such any Delayed Draw Term Loan Advance or Revolving Advance shall be not less than U.S.$1,000,000 unless waived U.S.$5,000,000; provided that the amount of any initial Revolving Advance on the Effective Date shall be not less than U.S.$5,000,000; and (3) each of the Level B Asset Coverage Test and the Company Asset Coverage Test is satisfied; and (4) any Fund Asset to be Purchased by the Company with the proceeds of such Advance satisfies the Eligibility Criteria; and (g) solely with respect to any new Fund Asset to be Purchased by the Company with the proceeds of such Advance (and not, for the avoidance of doubt, any follow-on investment or any Future Funding Asset to be funded with respect to the issuer of any Fund Asset then owned by the Company), the Company or the Manager shall have made the following information with respect to such Fund Asset (collectively, the “Diligence Information”) available to the Collateral Agent, the Administrative Agent, in each case, solely to the extent such Diligence Information is available to the Company (it being acknowledged that the Administrative Agent may share such Diligence Information with third party service providers retained by it from time to time) and the Lenders in the Transaction Data Room or delivered via email in the event the Collateral Agent is unable to access the Transaction Data Room (it being understood that compliance with any applicable confidentiality restrictions will be required before such delivery, and the Manager will use its best efforts to enable the Lenders to deliver applicable confidentiality agreements or otherwise to comply with such restrictions): (1) with respect to any Fund Asset that is not an Exception Asset, copies of the indenture, credit agreement, loan agreement, note purchase agreement, note or other agreement or instrument pursuant to which loans or other extensions of credit are or may be made with respect to such Fund Asset; (2) with respect to any Exception Asset, (a) copies of the indenture, credit agreement, loan agreement, note purchase agreement, note or other agreement or instrument pursuant to which loans or other extensions of credit are or may be made with respect to such Exception Asset, (b) copies of other material Underlying Instruments with respect to such Exception Asset to the extent actually in the possession of the Company or the Manager, (c) copies of the most recent related Draft Instruments with respect to such Exception Asset to the extent actually in the possession of the Company or the Manager, and (d) the IC Memorandum relating to such Exception Asset; (3) with respect to any Exception Asset, solely to the extent in the Manager’s possession and not prohibited by applicable confidentiality provisions (whether by law or contractual), all appraisal or valuation reports conducted by third parties with respect to such Exception Asset; provided that the Manager shall use commercially reasonable efforts to procure a waiver or exemption from such confidentiality provisions in order to deliver such reports hereunder; and (4) with respect to Fund Assets originated by the Company that are Exception Assets, all other information customary and typical in performing a detailed credit analysis and as may be reasonably requested by the Administrative Agent, including (without limitation) corporate organization charts of the obligors and information concerning the relationship of such obligor to the Company and the Manager and their respective Affiliates. If the above conditions to an Advance are satisfied or waived by the Administrative Agent, the Servicer Manager shall determine, in consultation with the Administrative Agent and with notice to the Lenders and the Collateral Administrator, the date on which any Advance shall be provided.

Conditions to Advances. No Advance The following shall be made unless each of the following conditions is satisfied (or waived by the Administrative Agent in writing precedent to any Advance (including via emailthe initial Advance): (a) in its sole discretion) No Termination Event or Potential Termination Event shall have occurred and be continuing or shall occur as of the proposed date a result of such Advance: (1) the Effective Date shall have occurred; (2b) the Company shall have delivered a Request for Advance in accordance with Section 2.03(d) and, in connection with an Advance made in connection with a Purchase (other than an Initial Portfolio Investment), the related Approval Request has been approved by the Administrative Agent in accordance with Section 1.02; (3) no Cash Sweep Event, Event of Default or Default has occurred and is continuing; (4) the Reinvestment Period has not ended; (5) all of the The representations and warranties of the Borrower, the NZ Manager and NZGT contained herein or in Article VI and in any the other Credit Document shall be Principal Transaction Documents to which such Person is a party are true and correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct), in each case on and as of the Borrowing Date of the Advance, with the same effect as though made on the date of (and after giving effect to) such Advance, except to the extent that such representations and warranties specifically refer representation or warranty expressly relates only to an earlier a prior date, in which case they shall be true and correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct) as of such earlier date; and (6) immediately after giving pro forma effect to such Advance (and any related Purchase) hereunder: (a) the Borrowing Base Test is satisfied; (b) the aggregate principal balance of Multi-Currency Tranche Advances then outstanding will not exceed the aggregate limit for Multi-Currency Tranche Advances set forth in the Transaction Schedule; (c) The Administrative Agent shall have received a Borrowing Notice as provided herein, and such Borrowing Notice shall not have been cancelled in accordance with Section 2.01(g) hereof; (d) The Administrative Agent shall have received the aggregate principal balance of USD Advances Monthly Report due with respect to the Reporting Date immediately preceding the Borrowing Date on which such Advance is requested to be made (if not previously delivered to the Administrative Agent); (e) The Facility Termination Date shall not have occurred; (f) Immediately prior to and Swingline Loans then outstanding will immediately after, and giving effect to, such Advance, the Outstanding Borrowings do not exceed the aggregate limit for USD Advances set forth in the Transaction ScheduleMaximum Advance Amount determined on such Borrowing Date; and (dg) after giving effect to (i) any purchases of Receivables, (ii) changes in the case Outstanding Borrowings and aggregate outstanding principal balance of an Advance the Subordinated Loans and (iii) any dividends or distributions made by the Borrower in connection with a Purchaserespect of the Residual Beneficial Interest on the Requested Borrowing Date, the amount of such Advance Borrower’s Capitalization shall be not less than U.S.$1,000,000 unless waived by equal or exceed the Administrative Agent. If the above conditions to an Advance are satisfied or waived by the Administrative Agent, the Servicer shall determine, in consultation with the Administrative Agent and with notice to the Lenders and the Collateral Administrator, the date on which any Advance shall be providedRequired Capital Amount.

Conditions to Advances. No The obligations of Lender to make any Advance shall be made unless each under the Revolving Facility are subject to the satisfaction, in the sole judgment of Lender, of the following conditions is satisfied (or waived by the Administrative Agent in writing (including via email) in its sole discretion) as of the proposed date of such Advancefollowing: (1a) the Effective Date Borrower shall have occurreddelivered to Lender a Borrowing Certificate in the form of Exhibit A executed by an authorized officer of Borrower; (2b) the Company Lender shall have delivered a Request for Advance in accordance with Section 2.03(d) andreceived certificates of insurance showing proof of Borrower’s liability and property insurance, in connection with an Advance made in connection with a Purchase (other than an Initial Portfolio Investment), and endorsements of business interruption policies confirming that the related Approval Request Lender has been approved by the Administrative Agent in accordance with Section 1.02named as lender’s loss payable thereunder; (3c) no Cash Sweep Event, Event of Default or Default has occurred and is continuingBorrower shall have provided Lender with on-line read-only access to view all information regarding all the Controlled Deposit Accounts; (4d) Borrower shall have provided Lender with any information necessary, and taken any action reasonably necessary, to enable Lender to set up and implement the Reinvestment Period has not endedsoftware interface to be used by Lender to access Account Debtor’s SmartData platform in order to validate the Borrowing Base; (5e) received all fees, charges and expenses payable to Lender on or prior to the date of the Advance pursuant to the Loan Documents; (f) Each of the representations and warranties contained made by Borrower in Article VI and in any other Credit Document or pursuant to this Agreement shall be true and correct accurate in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct), in each case on and as of the date the Advance is requested as if made on and as of such date, before and after giving effect to such Advance, except and no Default or Event of Default shall have occurred and be continuing or would exist after giving effect to the extent that Advance under the Revolving Facility on such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct) as of such earlier date; and (6) immediately after giving pro forma effect to such Advance (and any related Purchase) hereunder: (a) the Borrowing Base Test is satisfied; (bg) Immediately after giving effect to the requested Advance, the aggregate outstanding principal balance of Multi-Currency Tranche Advances then outstanding will amount under the Revolving Facility shall not exceed the aggregate limit for Multi-Currency Tranche Advances set forth in the Transaction Schedule; Revolving Loan Limit (c) the aggregate principal balance of USD Advances and Swingline Loans then outstanding will not exceed the aggregate limit for USD Advances set forth in the Transaction Schedule; and (d) in the case of an Advance made in connection with a Purchase, the amount of unless such Advance shall be not less than U.S.$1,000,000 unless waived excess is otherwise consented to by the Administrative Agent. If the above conditions to an Advance are satisfied or waived by the Administrative Agent, the Servicer shall determine, in consultation with the Administrative Agent and with notice to the Lenders and the Collateral Administrator, the date on which any Advance shall be providedLender).