Common use of Conditions to Each Loan Clause in Contracts

Conditions to Each Loan. The obligation of the Lenders to make a Loan or an advance in respect of any Loan (including the initial Loans), is subject to the satisfaction of the following additional conditions: (a) (i) in the case of the initial borrowing of Revolving Loans, receipt by Agent of a Notice of Borrowing and the initial Borrowing Base Certificate and (ii) in the case of each subsequent borrowing of a Revolving Loan receipt by Agent of a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and updated Borrowing Base Certificate; (b) the fact that, immediately after such borrowing and after application of the proceeds thereof or after such issuance, the Revolving Loan Outstandings will not exceed the Revolving Loan Limit; (c) in the case of the initial borrowing of Revolving Loans, (i) Agent shall have completed a reasonably satisfactory field exam and all other necessary or reasonably desirable audits and appraisals with respect to Borrowing Base Collateral, the results of which are reasonably satisfactory to Agent and Lenders, and (ii) the Lockbox Activation Date shall have occurred and Agent shall have received a fully executed Lockbox Deposit Account Control Agreement; (d) [reserved]; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) the fact that, immediately before and after such advance or issuance, no Default or Event of Default shall have occurred and be continuing; (i) for Loans made on the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete on and as of the Closing Date, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct as of such earlier date; (j) for Loans made after the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete in all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and (k) the fact that no material adverse change in the condition (financial or otherwise), properties, business, or operations of Borrowers or any other Credit Party shall have occurred and be continuing with respect to Borrowers or any Credit Party since the date of this Agreement. Each giving of a Notice of Borrowing hereunder and each acceptance by any Borrower of the proceeds of any Loan made hereunder shall be deemed to be (y) a representation and warranty by each Borrower on the date of such notice or acceptance as to the facts specified in this Section, and (z) a restatement by each Borrower that each and every one of the representations made by it in any of the Financing Documents is true and correct all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof.

Conditions to Each Loan. The obligation of the Lenders each Class A Lender to make a fund any Class A Loan or an advance in respect of on any Loan Funding Date (including the initial LoansClass A Loan), is and the obligation of each Class B Lender to fund any Class B Loan on any Funding Date (including the initial Class B Loan), shall be subject to the satisfaction conditions precedent that on the date of such Loan, before and after giving effect thereto and to the application of any proceeds therefrom, the following additional conditionsstatements shall be true: (a) (i) in the case Funding Termination Date shall not have occurred and will not occur as a result of the initial borrowing of Revolving Loans, receipt by Agent of a Notice of Borrowing and the initial Borrowing Base Certificate and (ii) in the case of each subsequent borrowing of a Revolving Loan receipt by Agent of a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and updated Borrowing Base Certificatemaking such Loan; (b) the fact that, immediately after such borrowing and after application no default under or breach of the proceeds thereof Sale and Servicing Agreement or after such issuance, the Revolving any other Loan Outstandings Document exists or will not exceed the Revolving Loan Limitexist; (c) in the case of the initial borrowing of Revolving Loansno later than 1:00 p.m., New York City time, on (i) Agent shall have completed if such Funding Date is a reasonably satisfactory field exam and all other necessary or reasonably desirable audits and appraisals with respect to Borrowing Base CollateralSettlement Date, the results of which are reasonably satisfactory to Agent and Lendersday immediately preceding such Funding Date, and or (ii) if such Funding Date is not a Settlement Date, on the Lockbox Activation day immediately preceding the most recent Settlement Date shall have occurred and prior to the requested Funding Date, the Administrative Agent shall have received a fully executed Lockbox Deposit Account Control Agreementproperly completed Borrowing Base Certificate from the Servicer in the form of Exhibit A; (d) [reserved]no later than 1:00 p.m., New York City time, on (i) if such Funding Date is a Settlement Date, the day immediately preceding such Funding Date, or (ii) if such Funding Date is not a Settlement Date, on the day immediately preceding the most recent Settlement Date prior to the requested Funding Date, the Administrative Agent shall have received a properly completed and executed Borrowing Request, together with timely receipt of each other item required pursuant to Section 2.03 hereof; (e) [reserved]the Servicer shall have delivered to the Lenders the Servicer’s Certificate for the immediately preceding Accrual Period and Interest Period pursuant to Section 4.9 of the Sale and Servicing Agreement; (f) [reserved]such Loan shall be in an amount not less than $1,000,000; (g) [reserved]no more than two (2) Loans shall be made in the same week; (h) after giving effect to such Loans, the fact thatClass A Invested Amount will not exceed the Class A Maximum Invested Amount and the Class B Invested Amount will not exceed the Class B Maximum Invested Amount; (i) after giving effect to such Loans and all Related Receivables being pledged by the Borrower to the Collateral Agent for the benefit of the Secured Parties under the Security Agreement on such date, the sum of the Class A Invested Amount and the Class B Invested Amount, less the amount on deposit in the Reserve Account, will not exceed the Facility Advance Purchase Price Cap (provided, that in order to comply with the foregoing, the Borrower shall first reduce the proposed amount of Class B Loans to be borrowed prior to any reduction in the proposed amount of Class A Loans to be borrowed); (j) the representations and warranties made by CPS, the Servicer, the Seller, the Purchaser and the Borrower in the Loan Documents are true and correct as of the date of such requested Loan, with the same effect as though made on the date of such Loan, and the Administrative Agent shall have received (I) a certificate from CPS, the Servicer and the Seller to such effect with respect to its representations and warranties and that CPS, the Servicer and the Seller have complied in all material respects with all covenants and agreements and satisfied all conditions on their part to be performed or satisfied at or prior to the related Funding Date, and (II) a certificate from the Borrower and the Purchaser to such effect with respect to its representations and warranties and that the Borrower and the Purchaser have complied in all material respects with all covenants and agreements and satisfied all conditions on their part to be performed or satisfied at or prior to the related Funding Date, which certifications, in each case, may be included in the related Borrowing Request; (k) the Collateral Agent (or its custodian) shall (in accordance with the procedures contemplated in Section 3.4 of the Sale and Servicing Agreement) have confirmed receipt of the related Receivable File for each Eligible Receivable included in the Borrowing Base calculation and shall have delivered to the Administrative Agent a Trust Receipt with respect to the Receivable Files related to the Related Receivables to be purchased on such Funding Date, or if requested by the Administrative Agent, an aggregate Trust Receipt with respect to the Receivable Files for all of the Receivables; (l) after giving effect to such Loans and all Related Receivables being pledged by the Borrower to the Collateral Agent for the benefit of the Secured Parties under the Security Agreement on such date, there shall be no Borrowing Base Deficiency or Facility Advance Cap Deficiency; (m) all limitations and conditions specified in Section 2.02 of this Agreement and in Section 2.1(b) of the Sale and Servicing Agreement shall have been satisfied with respect to the making of such Loan; (n) after giving effect to such Loans, no Material Adverse Change with respect to CPS or the Borrower shall have occurred and there shall have been no Material Adverse Effect; (o) none of the Borrower, the Purchaser, CPS, the Seller or the Servicer shall have breached any of its covenants under the Loan Documents; (p) the Borrower shall have provided the Administrative Agent with all other information that the Administrative Agent may reasonably require upon reasonable advance notice thereof to the Borrower; (q) all amounts due and owing to the Lenders under this Agreement and/or any of the other Loan Documents as of the immediately before preceding Settlement Date shall have been paid in full; (r) after giving effect to such Loan and after such advance or issuancethe application of proceeds therefrom, no Default or Event of Default shall have occurred and be continuing; (i) for Loans made on the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete continuing on and as of the Closing requested Funding Date; (s) the Lenders shall have received each written acknowledgment then required by Section 7.01(x), except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct as of such earlier datenot previously received; (jt) for Loans made after the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete in all material respects on and as of the date requested Funding Date, each of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific earlier date representations and warranties set forth in which case such representation or warranty shall be Section 3.1 of the Sale and Servicing Agreement is true and correct for all Related Receivables being pledged by the Borrower to the Collateral Agent for the benefit of the Secured Parties under the Security Agreement on such date and each Related Receivable is an Eligible Receivable. No such Related Receivable was originated in any jurisdiction in which the Seller is required to be licensed in order to own such Related Receivable unless the Seller has obtained such license prior to owning such Related Receivable. With respect to each such Related Receivable, the applicable Dealer has either been paid or received credit from Seller for all material respects as proceeds from the sale of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable Related Receivable to any representations and warranties that already are qualified or modified by materiality the Seller; (u) an amount equal to the Required Reserve Account Amount is on deposit in the text thereofReserve Account; (v) the Minimum Excess Spread Requirement is satisfied; and (kw) the fact that no material adverse change if any Receivable included in the condition (financial Borrowing Base was originated by CPS in the state of Maryland or otherwise)Pennsylvania, properties, business, or operations of Borrowers or any other Credit Party CPS shall have occurred provided evidence to the Lenders that the Borrower has obtained all requisite licenses from the states of Maryland and be continuing with respect to Borrowers or any Credit Party since the date of this AgreementPennsylvania, as applicable. Each The giving of a Notice of Borrowing hereunder and each acceptance by any Borrower of the proceeds of any Loan made hereunder notice pursuant to Section 2.03 shall be deemed to be (y) constitute a representation and warranty by each the Borrower on the date of such notice or acceptance as to the facts specified in this Sectionand CPS that all conditions precedent and, and (z) a restatement by each Borrower that each and every one of the representations made by it in any of the Financing Documents is true and correct all material respects on and as of the date of such borrowing or issuance, except to the extent that then applicable, any conditions subsequent, to such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofLoan have been satisfied.

Conditions to Each Loan. (a) The obligation of the Lenders each Lender to make a Loan or an advance in respect of any Loan (on any Credit Date, including the initial Loans)Initial Funding Date, is subject to the satisfaction satisfaction, or waiver in accordance with Section 10.5, of the following additional conditionsconditions precedent: (a) (i) in the case of the initial borrowing of Revolving Loans, receipt by Agent of a Notice of Borrowing and the initial Borrowing Base Certificate and (ii) in the case of each subsequent borrowing of a Revolving Loan receipt by Agent of a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and updated Borrowing Base Certificate; (b) the fact that, immediately after such borrowing and after application of the proceeds thereof or after such issuance, the Revolving Loan Outstandings will not exceed the Revolving Loan Limit; (c) in the case of the initial borrowing of Revolving Loans, (i) Agent shall have completed a reasonably satisfactory field exam and all other necessary or reasonably desirable audits and appraisals with respect to Borrowing Base Collateral, the results of which are reasonably satisfactory to Agent and Lenders, and (ii) the Lockbox Activation Date shall have occurred and Administrative Agent shall have received a fully executed Lockbox Deposit Account Control Agreementand delivered Funding Notice; (dii) [reserved]after making the Loans requested on such Credit Date, the Total Utilization of Commitments shall not exceed the lesser of the (i) Commitments then in effect and (ii) Loan Availability; (eiii) [reserved]no injunction or other restraining order shall have been issued and no hearing to cause an injunction or other restraining order to be issued shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated hereby or the making any Loan; (fiv) [reserved]; (g) [reserved]; (h) the fact that, immediately before and after as of such advance or issuance, no Default or Event of Default shall have occurred and be continuing; (i) for Loans made on the Closing Credit Date, the fact that the representations and warranties of each Credit Party contained herein and in the Financing Documents shall be true, correct and complete on and as of the Closing Date, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct as of such earlier date; (j) for Loans made after the Closing Date, the fact that the representations and warranties of each other Credit Party contained in the Financing Documents shall be true, correct and complete in all material respects on and as of that Credit Date to the date same extent as though made on and as of such borrowing or issuancethat date, except to the extent that any such representation or warranty relates representations and warranties specifically relate to a specific an earlier date date, in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and (k) the fact that no material adverse change in the condition (financial or otherwise), properties, business, or operations of Borrowers or any other Credit Party shall have occurred been true, correct and be continuing with respect to Borrowers or any Credit Party since the date of this Agreement. Each giving of a Notice of Borrowing hereunder and each acceptance by any Borrower of the proceeds of any Loan made hereunder shall be deemed to be (y) a representation and warranty by each Borrower on the date of such notice or acceptance as to the facts specified complete in this Section, and (z) a restatement by each Borrower that each and every one of the representations made by it in any of the Financing Documents is true and correct all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects date; (v) as of such specific earlier date; providedCredit Date, howeverCompany has received an order from the Securities and Exchange Commission declaring that Company and its Subsidiaries are exempt from the provisions of the Investment Company Act, or if such order has expired by its terms or is otherwise no longer effective, Lenders and their respective counsel shall have received originally executed copies of the favorable written opinion of Kirkxxxx & Xllix, xxunsel for Credit Parties, in each caseform and substance satisfactory to Administrative Agent and its counsel, to the effect that no Credit Party is required to be registered as an "investment company" within the meaning of the Investment Company Act; and (vi) as of such materiality qualifier Credit Date, no event shall not have occurred and be continuing or would result from the consummation of the applicable to any representations and warranties Loan that already are qualified would constitute an Event of Default or modified a Default. (b) Any Notice shall be executed by materiality in the text thereof.chief executive officer, the chief financial officer or the treasurer of Borrower or by the executive officer thereof designated by the chief executive

Conditions to Each Loan. The obligation of the Lenders Bank to ----------------------- make a Loan or an advance in respect of any Loan (each Loan, including the initial Loans)Loan, is subject to the satisfaction determination of the Bank, in its sole and absolute discretion, that each of the following additional conditionsconditions has been fulfilled: (a) the Bank shall have received (i) in a notice of borrowing with respect to such Loan complying with the case requirements of the initial borrowing of Revolving Loans, receipt by Agent of a Notice of Borrowing and the initial Borrowing Base Certificate Section 1.2 and (ii) in the case of each subsequent borrowing a Borrowing Base Certificate as of a Revolving date not more than thirty (30) days before the requested date of such Loan, provided, however, that the Borrowing -------- ------- Base #90068563. Certificate delivered in connection with the initial Loan receipt by Agent shall (A) be as of July 31, 1994 and (B) evidencing a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and updated Borrowing Base Certificateat least $500,000 in excess of the amount of the initial Loan; (b) each Loan Document Representation and Warranty shall be true and correct at and as of the fact thattime such Loan is to be made, immediately after both with and without giving effect to such borrowing Loan and after all other Loans to be made at such time and to the application of the proceeds thereof or after such issuance, the Revolving Loan Outstandings will not exceed the Revolving Loan Limitthereof; (c) in the case of the initial borrowing of Revolving Loans, (i) Agent shall have completed a reasonably satisfactory field exam and all other necessary or reasonably desirable audits and appraisals with respect to Borrowing Base Collateral, the results of which are reasonably satisfactory to Agent and Lenders, and (ii) the Lockbox Activation Date shall have occurred and Agent shall have received a fully executed Lockbox Deposit Account Control Agreement; (d) [reserved]; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) the fact that, immediately before and after such advance or issuance, no Default or Event of Default shall have occurred and be continuingcontinuing at the time such Loan is to be made or would result from the making of such Loan and all other Loans to be made at such time or from the application of the proceeds thereof; (d) the Bank shall have received such materials as it may have requested pursuant to Section 5.1(g); (ie) for Loans made on such Loan will not contravene any Applicable Law applicable to the Closing Date, Bank; and (f) all legal matters incident to such Loan and the fact that other transactions contemplated by the representations and warranties of each Credit Party contained in the Financing Loan Documents shall be truesatisfactory to Messrs. Winthrop, correct and complete on and as of Stimson, Xxxxxx & Xxxxxxx, counsel for the Closing Date, except Bank. Except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty the Borrower shall be true and correct as of such earlier date; (j) for Loans made after the Closing Date, the fact that the representations and warranties of each Credit Party contained have disclosed in the Financing Documents shall notice of borrowing, or in a subsequent notice given to the Bank prior to 5:00 p.m. (New York time) on the Business Day before the requested date for the making of the requested Loan, that a condition specified in clause (b) or (c) above will not be true, correct and complete in all material respects on and fulfilled as of the date requested time for the #90068563. making of such borrowing or issuanceLoan, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and (k) the fact that no material adverse change in the condition (financial or otherwise), properties, business, or operations of Borrowers or any other Credit Party shall have occurred and be continuing with respect to Borrowers or any Credit Party since the date of this Agreement. Each giving of a Notice of Borrowing hereunder and each acceptance by any Borrower of the proceeds of any Loan made hereunder shall be deemed to be (y) have made a representation Representation and warranty by each Borrower on Warranty as of the date time of the making of such notice or acceptance as to Loan that the facts conditions specified in this Section, and (z) a restatement such clauses have been fulfilled as of such time. No such disclosure by each the Borrower that each and every one a condition specified in clause (b) or (c) above will not be fulfilled as of the representations requested time for the making of the requested Loan shall affect the right of the Bank to not make the Loan requested to be made by it in any of the Financing Documents is true and correct all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, howeverif, in each casethe Bank's determination, such materiality qualifier shall condition has not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofbeen fulfilled at such time.

Conditions to Each Loan. The obligation of the Lenders to make a Loan or an advance in respect of any Loan (including the initial Loans), is subject to the satisfaction of the following additional conditions: (a) (i) in the case of the initial each borrowing of Revolving Loans, receipt by Agent of a Notice of Borrowing and the initial Borrowing Base Certificate and (ii) in the case of each subsequent borrowing of a Revolving Loan receipt by Agent of a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and of an updated Borrowing Base Certificate; (b) the fact that, immediately after such borrowing and after application of the proceeds thereof or after such issuance, the Revolving Loan Outstandings will not exceed the Revolving Loan Limit; (c) in the case of the initial borrowing of Revolving Loans, (i) Agent shall have completed a reasonably satisfactory field exam and all other necessary or reasonably desirable audits and appraisals with respect to Borrowing Base Collateral, the results of which are reasonably satisfactory to Agent and Lenders, and (ii) the Lockbox Activation Date shall have occurred and Agent shall have received a fully executed Lockbox Deposit Account Control Agreement; (d) [reserved]; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) the fact that, immediately before and after such advance or issuanceadvance, no Default or Event of Default shall have occurred and be continuing; (id) for Loans made on the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete on and as of the Closing Date, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct as of such earlier date; (je) for Loans made after the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete in all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific an earlier date date, in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already are qualified or modified by materiality in the text thereof; and; (kf) the fact that no material adverse change in the condition (financial or otherwise), properties, business, or operations of Borrowers or any other Credit Party Material Adverse Effect shall have occurred and be continuing with respect to Borrowers or any Credit Party since the date of this Agreement; and (g) the fact that, immediately before and after such advance, the Leverage Ratio shall not exceed 1.75 to 1.00 on a pro forma basis (it being understood, for the avoidance of doubt, that for purposes of such pro forma calculation, EBITDA shall be calculated as of the most recently-ended Defined Period for which the financial statements required by Section 4.1(a) have been delivered to Agent). Each giving of a Notice of Borrowing hereunder and each acceptance by any Borrower of the proceeds of any Loan made hereunder shall be deemed to be (y) a representation and warranty by each Borrower on the date of such notice or acceptance as to the facts specified in this Section, and (z) a restatement by each Borrower that each and every one of the representations made by it in any of the Financing Documents is true and correct all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific date (except to the extent that such representations and warranties expressly relate solely to an earlier date); provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already are qualified or modified by materiality in the text thereof.

Conditions to Each Loan. The obligation of the Lenders to make a Loan or an advance in respect of any Loan (including the initial LoansLoans on the Closing Date), is subject to the satisfaction of the following additional conditions: (a) (i) in the case of the initial borrowing of Revolving Loans, receipt by Agent of a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and the initial Borrowing Base Certificate and (ii) in the case of each subsequent borrowing of a Revolving Loan Loan, receipt by Agent of a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and updated Borrowing Base Certificate; (b) the fact that, immediately after such borrowing and after application of the proceeds thereof or after such issuance, the Revolving Loan Outstandings will not exceed the Revolving Loan Limit; (c) in the case of the initial borrowing of Revolving Loans, (i) Agent shall have completed a reasonably satisfactory field exam and all other necessary or reasonably desirable audits and appraisals with respect to Borrowing Base Collateral, the results of which are reasonably satisfactory to Agent and Lenders, and (ii) the Lockbox Activation Date shall have occurred and Agent shall have received a fully executed Lockbox Deposit Account Control Agreement; (d) [reserved]; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) the fact that, immediately before and after such advance or issuance, no Default or Event of Default shall have occurred and be continuing; (id) for Loans made on the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete on and as of the Closing Date, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct as of such earlier date; (j) for Loans made after the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete in all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and (ke) the fact that no material adverse change in the condition (financial or otherwise), properties, business, prospects, or operations of Borrowers or any other Credit Party shall have occurred and be continuing with respect to Borrowers or any Credit Party since the date of this Agreement. Each giving of a Notice of Borrowing hereunder and each acceptance by any Borrower of the proceeds of any Loan made hereunder shall be deemed to be (y) a representation and warranty by each Borrower Credit Party on the date of such notice or acceptance as to the facts specified in this Section, and (z) a restatement by each Borrower Credit Party that each and every one of the representations made by it in any of the Financing Documents is true and correct all material respects on and as of the such date of such borrowing or issuance, (except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofexpressly relate solely to an earlier date).

Conditions to Each Loan. The obligation of the Lenders to make a Loan or an advance in respect of any Loan (including the initial Loans), is subject to the satisfaction of the following additional conditions: (a) (i) in the case of the initial borrowing of Revolving Loans, receipt by Agent of a Notice of Borrowing and the initial Borrowing Base Certificate and (ii) in the case of each subsequent borrowing of a Revolving Loan receipt by Agent of a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and updated Borrowing Base Certificateaccordance with Section 2.1(a)(i); (b) the fact that, immediately after such borrowing and after application of the proceeds thereof or after such issuance, the Revolving Loan Outstandings will not exceed the Revolving Loan Limit; (c) in the case of the initial borrowing of Revolving Loans, (i) Agent shall have completed a reasonably satisfactory field exam and all other necessary or reasonably desirable audits and appraisals with respect to Borrowing Base Collateral, the results of which are reasonably satisfactory to Agent and Lenders, and (ii) the Lockbox Activation Date shall have occurred and Agent shall have received a fully executed Lockbox Deposit Account Control Agreement; (d) [reserved]; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) the fact that, immediately before and after such advance or issuance, no Default or Event of Default shall have occurred and be continuing; (ic) for Loans made on the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete on and as of the Closing Date, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct as of such earlier date; (jd) for Loans made after the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete in all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; (e) with respect to Term Loan Tranche 2 Loans, the Term Loan Tranche 2 Activation Date has occurred; (f) with respect to Term Loan Tranche 2 Loans, the most recent Compliance Certificate delivered (or required to be delivered) by Borrower pursuant to Section 4.1(i) prior to the proposed funding date for Term Loan Tranche 2 Loans demonstrates to Agent’s and each Lender’s satisfaction that Borrower is in compliance with the financial covenant set forth in Section 6.1 as of the most recently ended Defined Period; and (kg) the fact that no material adverse change in the condition (financial or otherwise), properties, business, or operations of Borrowers or any other Credit Party shall have occurred and be continuing with respect to Borrowers or any Credit Party since the date of this Agreement. Each giving of a Notice of Borrowing hereunder and each acceptance by any Borrower of the proceeds of any Loan made hereunder shall be deemed to be (y) a representation and warranty by each Borrower on the date of such notice or acceptance as to the facts specified in this Section, and (z) a restatement by each Borrower that each and every one of the representations made by it in any of the Financing Documents is true and correct all material respects on and as of the such date of such borrowing or issuance, (except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofexpressly relate solely to an earlier date).

Conditions to Each Loan. The obligation of the Lenders to make a Loan or an advance in respect of any Loan (including the initial Loans)Loan, is subject to the satisfaction of the following additional conditions: (a) (i) in the case of the initial borrowing of a Revolving LoansLoan Borrowing, receipt by Agent of a Notice of Borrowing and the initial updated Borrowing Base Certificate Certificate, and (ii) in the case of each subsequent borrowing of a Revolving Term Loan Borrowing, receipt by Agent of a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and updated Borrowing Base CertificateBorrowing; (b) with respect to each Term Loan Borrowing, Borrowers shall provide a Compliance Certificate demonstrating, to the reasonable satisfaction of Agent, that, as of the proposed date of any funding of a Term Loan, Borrower, on a pro forma basis after giving effect to the proposed Term Loan Borrowing, the Senior Leverage Ratio shall be less than 3.5:1.0. (c) the fact that, immediately after such borrowing and after application of the proceeds thereof or after such issuance, the Revolving Loan Outstandings will not exceed the Revolving Loan Limit; (c) in the case of the initial borrowing of Revolving Loans, (i) Agent shall have completed a reasonably satisfactory field exam and all other necessary or reasonably desirable audits and appraisals with respect to Borrowing Base Collateral, the results of which are reasonably satisfactory to Agent and Lenders, and (ii) the Lockbox Activation Date shall have occurred and Agent shall have received a fully executed Lockbox Deposit Account Control Agreement; (d) [reserved]; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) the fact that, immediately before and after such advance or issuance, no Default or Event of Default shall have occurred and be continuing; (ie) for Loans made on the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete on and as of the Closing Datedate of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct as of such earlier date; (j) for Loans made after the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete in all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and (kf) the fact that no material adverse change in the condition (financial or otherwise), properties, business, prospects, or operations of Borrowers or any other Credit Party shall have occurred and be continuing with respect to Borrowers or any Credit Party since the date of this AgreementAgreement that has or could reasonably be expect to have a Material Adverse Effect; and (g) the continued compliance by Borrowers with all of the terms, covenants and conditions of Article 8 and, unless Agent shall elect otherwise from time to time, the absence of any fact, event or circumstance for which Borrower is required to give Agent notice under Article 8. Each giving of a Notice of Borrowing hereunder and each acceptance by any Borrower of the proceeds of any Loan made hereunder shall be deemed to be (y) a representation and warranty by each Borrower on the date of such notice or acceptance as to the facts specified in this Section, and (z) a restatement by each Borrower that each and every one of the representations made by it in any of the Financing Documents is true and correct all material respects on and as of the such date of such borrowing or issuance, (except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofexpressly relate solely to an earlier date).

Conditions to Each Loan. The obligation of the Lenders to make a Loan or an advance in respect of any Loan (including the initial Loans)Loan, is subject to the satisfaction of the following additional conditions: (a) (i) in the case of the initial borrowing of Revolving Loans, receipt by Agent of a Notice of Borrowing and the initial Borrowing Base Certificate and (ii) in the case of each subsequent borrowing of a Revolving Loan receipt by Agent of a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and updated Borrowing Base Certificate; (b) the fact that, immediately after such borrowing and after application of the proceeds thereof or after such issuance, the Revolving Loan Outstandings will not exceed the Revolving Loan Limit; (c) in the case of the initial borrowing of Revolving Loans, (i) Agent shall have completed a reasonably satisfactory field exam and all other necessary or reasonably desirable audits and appraisals with respect to Borrowing Base Collateral, the results of which are reasonably satisfactory to Agent and Lenders, and (ii) the Lockbox Activation Date shall have occurred and Agent shall have received a fully executed Lockbox Deposit Account Control Agreement; (d) [reserved]; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) the fact that, immediately before and after such advance or issuanceadvance, no Default or Event of Default shall have occurred and be continuing; (ib) for Loans made on the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete on and as of the Closing Date, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct as of such earlier date;; and (jc) for Loans made immediately before and after the Closing Datesuch advance, the fact that (i) no Default or Event of Default shall have occurred and be continuing; (ii) the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete in all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and (kiii) the fact that no material adverse change in the condition (financial or otherwise), properties, business, or operations of Borrowers or any other Credit Party Material Adverse Effect shall have occurred and be continuing with respect to Borrowers or any Credit Party since the date of this Agreement; and (iv) Borrowers shall be in compliance with Article 8 hereof and, unless Agent shall elect otherwise from time to time, to waive such compliance. Each giving of a Notice of Borrowing hereunder and each acceptance by any Borrower of the proceeds of any Loan made hereunder shall be deemed to be (y) a representation and warranty by each Borrower on the date of such notice or acceptance as to the facts specified in this Section, and (z) a restatement by each Borrower that each and every one of the representations made by it in any of the Financing Documents is true and correct all material respects on and as of the such date of such borrowing or issuance, (except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofexpressly relate solely to an earlier date).

Conditions to Each Loan. The obligation of the Lenders to make a Loan or an advance in respect of any Loan (including the initial Loans), is subject to the satisfaction of the following additional conditions: (a) (i) in the case of the initial borrowing of Revolving Loans, receipt by Agent of a Notice of Borrowing and the initial Borrowing Base Certificate and (ii) in the case of each subsequent borrowing of a Revolving Loan Borrowing, receipt by Agent of a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and updated Borrowing Base Certificate; (b) the fact that, immediately after such borrowing and after application of the proceeds thereof or after such issuance, the Revolving Loan Outstandings will not exceed the Revolving Loan Limit; (c) in the case of the initial borrowing of Revolving Loans, (i) Agent shall have completed a reasonably satisfactory field exam and all other necessary or reasonably desirable audits and appraisals with respect to Borrowing Base Collateral, the results of which are reasonably satisfactory to Agent and Lenders, and (ii) the Lockbox Activation Date shall have occurred and Agent shall have received a fully executed Lockbox Deposit Account Control Agreement; (d) [reserved]; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) the fact that, immediately before and after such advance or issuance, no Default or Event of Default shall have occurred and be continuing; (id) for Loans made on the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete on and as of the Closing Datedate of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct as of such earlier date; (j) for Loans made after the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete in all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and (ke) the fact that no material adverse change in the condition (financial or otherwise), properties, business, prospects, or operations of Borrowers or any other Credit Party shall have occurred and be continuing with respect to Borrowers or any Credit Party since the date of this Agreement. Each giving of a Notice of Borrowing hereunder and each acceptance by any Borrower of the proceeds of any Loan made hereunder shall be deemed to be (y) a representation and warranty by each Borrower on the date of such notice or acceptance as to the facts specified in this Section, and (z) a restatement by each Borrower that each and every one of the representations made by it in any of the Financing Documents is true and correct all material respects on and as of the such date of such borrowing or issuance, (except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofexpressly relate solely to an earlier date).

Conditions to Each Loan. The obligation of the Lenders Lender to make a Loan or an advance in respect of any Loan hereunder (including the initial Loans)Loan(s) to be made on the Closing Date, if any) is subject to the satisfaction of the following additional conditions:conditions precedent on or before the date of making of the relevant Loan (all documents to be in form and substance satisfactory to Lender and Lender’s counsel): (a) In the case of Advances, after giving effect to such Advance: (i) the aggregate principal amount of all Advances outstanding shall not exceed the lesser of (A) the Activated Revolving Credit Amount then in effect, or (B) the case of the initial borrowing of Maximum Revolving Loans, receipt by Agent of a Notice of Borrowing and the initial Borrowing Base Certificate and Credit then in effect; (ii) in the case ENV of each subsequent borrowing all Eligible Accounts shall not exceed any of a Revolving Loan receipt by Agent of a Notice of Borrowing the Concentration Limits; and (or telephonic notice iii) if permitted by this Agreement) and updated Borrowing Base Certificate;applicable, Borrowers shall have paid the Commitment Fee required to be paid under Section 2.4(f)(i). (b) In the fact thatcase of Term Advances: (i) Borrowers shall have complied with the provisions of Section 2.3 hereof with respect to the applicable Permitted Acquisition and Term Advance; (ii) if required by Lender, immediately after any entity acquired in connection with such borrowing and after application Permitted Acquisition or any Subsidiary of the proceeds thereof or Borrowers formed in connection with such Permitted Acquisition, shall be joined as a Borrower under this Agreement pursuant to a Joinder Agreement in form and substance satisfactory to Lender; (iii) Borrowers shall have paid the Commitment Fee required to be paid under Section 2.4(f)(ii); and (iv) The aggregate principal balance of the Term Loan after such issuance, giving effect to the Revolving Loan Outstandings will requested Term Advance shall not exceed the Activated Revolving Loan Limit;Credit Amount then in effect. (c) in the case As of the initial borrowing date of Revolving Loansthe making of such Loan, (i) Agent shall have completed a reasonably satisfactory field exam and all other necessary or reasonably desirable audits and appraisals with respect to Borrowing Base Collateral, the results of which are reasonably satisfactory to Agent and Lenders, and (ii) the Lockbox Activation Date shall have occurred and Agent shall have received a fully executed Lockbox Deposit Account Control Agreement; (d) [reserved]; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) the fact that, immediately before and after such advance or issuance, no Default or Event of Default shall have occurred and be continuing; (i) for Loans made on the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete on and as of the Closing Date, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty Borrowers shall be true and correct as of such earlier date; (j) for Loans made after the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete in all material respects on and as of the that date of such borrowing or issuance, except to the extent (it being understood that any such representation or warranty relates to made as of a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided), however(ii) without limiting the foregoing, in each case, such materiality qualifier shall not be applicable to any the representations and warranties that already are qualified or modified by materiality set forth in Section 5.20 shall be true and correct with respect to each Eligible Account included in the text thereof; and Borrowing Base, (kiii) Borrowers shall be in compliance with this Agreement and the fact that other Loan Documents and no material adverse change in the condition (financial Event of Default or otherwise), properties, business, or operations Unmatured Event of Borrowers or any other Credit Party Default shall have occurred and be continuing continuing, and (iv) Borrowers shall have certified such matters to Lender, in the case of an Advance, pursuant to the form of Borrowing Base Report or Advance Request relating to such Loan; (d) Borrowers shall have signed and delivered to Lender copies of notices in the form of Exhibit 4.2A and 4.2B with respect to Borrowers or any Credit Party since the date of this Agreement. Each giving of new Obligors which have not previously received such notice, directing such Obligors to make payment to a Notice of Borrowing hereunder and each acceptance Lockbox; (e) The lockbox arrangements required by any Borrower of the proceeds of any Loan made hereunder Section 2.8 hereof shall be deemed to be (y) a representation and warranty by each Borrower on the date of such notice or acceptance as to the facts specified in this Sectioneffect, and the amounts received in the Lockboxes shall have been identified or reconciled to Lender’s reasonable satisfaction, as required by Section 2.8(d) hereof; and (zf) a restatement by each Borrower that each and every one Borrowers shall have taken such other actions, including the delivery of the representations made by it in any of the Financing Documents is true and correct all material respects on and as of the date of such borrowing or issuancedocuments (including, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, howeverwithout limitation, in each casethe case of Advances, such materiality qualifier shall not be applicable to any representations an Advance Request and warranties that already are qualified or modified by materiality Borrowing Base Report), as Lender may reasonably and in the text thereofgood faith request.

Conditions to Each Loan. The obligation of the Lenders to make a Loan or an advance in respect of any Loan (including the initial Loans)Loan, is subject to the satisfaction of the following additional conditions: (a) (i) in the case of the initial borrowing of Revolving Loans, receipt by Agent of a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and the initial Borrowing Base Certificate and (ii) in the case of each subsequent borrowing of a Revolving Loan Loan, receipt by Agent of a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and updated Borrowing Base Certificate; (b) the fact that, immediately after such borrowing and after application of the proceeds thereof or after such issuance, the Revolving Loan Outstandings will not exceed the Revolving Loan Limit; (c) in the case of the initial borrowing of Revolving Loans, (i) Agent shall have completed a reasonably satisfactory field exam and all other necessary or reasonably desirable audits and appraisals with respect to Borrowing Base Collateral, the results of which are reasonably satisfactory to Agent and Lenders, and (ii) the Lockbox Activation Date shall have occurred and Agent shall have received a fully executed Lockbox Deposit Account Control Agreement; (d) [reserved]; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) the fact that, immediately before and after such advance or issuance, no Default or Event of Default shall have occurred and be continuing; (id) for Loans made on the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete on and as of the Closing Date, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct as of such earlier date; (je) for Loans made after the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete in all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and; (kf) the fact that no material adverse change in the condition (financial or otherwise), properties, business, or operations of Borrowers or any other Credit Party shall have occurred and be continuing with respect to Borrowers or any Credit Party since the date of this Agreement; and (g) the continued compliance by Borrowers with all of the terms, covenants and conditions of Article 8 and, unless Agent shall elect otherwise from time to time, the absence of any fact, event or circumstance for which Borrower is required to give Agent notice under Article 8. Each giving of a Notice of Borrowing hereunder and each acceptance by any Borrower of the proceeds of any Loan made hereunder shall be deemed to be (y) a representation and warranty by each Borrower on the date of such notice or acceptance as to the facts specified in this Section, and (z) a restatement by each Borrower that each and every one of the representations made by it in any of the Financing Documents is true and correct all material respects on and as of the such date of such borrowing or issuance, (except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofexpressly relate solely to an earlier date).

Conditions to Each Loan. The obligation of the Lenders Lender to make a Loan or an advance in respect of any Loan hereunder (including the initial Loans), Loan(s) to be made on the Closing Date) is subject to the satisfaction of the following additional conditions:conditions precedent on or before the date of making of the relevant Loan (all documents to be in form and substance satisfactory to Lender and Lender's counsel): (a) In the case of Advances, after giving effect to such Advance: (i) the aggregate principal amount of all Advances outstanding shall not exceed the Maximum Revolving Credit then in the case of the initial borrowing of Revolving Loans, receipt by Agent of a Notice of Borrowing and the initial Borrowing Base Certificate and effect; and (ii) in the case ENV of each subsequent borrowing all Eligible Accounts shall not exceed any of a Revolving Loan receipt by Agent of a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and updated Borrowing Base Certificatethe Concentration Limits; (b) In the fact thatcase of Term Advances, immediately after Borrowers shall have complied with the provisions of Section 2.4 hereof with respect to the applicable Acquisition and Term Advance; and, if required by Lender, any entity acquired in connection with such borrowing and after application Acquisition or any Subsidiary of the proceeds thereof or after Borrowers formed in connection with such issuanceAcquisition, the Revolving Loan Outstandings will not exceed the Revolving Loan Limitshall be joined as a Borrower under this Agreement pursuant to a Joinder Agreement in form and substance satisfactory to Lender; (c) in the case As of the initial borrowing date of Revolving Loansthe making of such Loan, (i) Agent shall have completed a reasonably satisfactory field exam and all other necessary or reasonably desirable audits and appraisals with respect to Borrowing Base Collateral, the results of which are reasonably satisfactory to Agent and Lenders, and (ii) the Lockbox Activation Date shall have occurred and Agent shall have received a fully executed Lockbox Deposit Account Control Agreement; (d) [reserved]; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) the fact that, immediately before and after such advance or issuance, no Default or Event of Default shall have occurred and be continuing; (i) for Loans made on the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete on and as of the Closing Date, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty Borrowers shall be true and correct as of such earlier date; (j) for Loans made after the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete in all material respects on and as of the that date of such borrowing or issuance, except to the extent (it being understood that any such representation or warranty relates to made as of a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided), however(ii) without limiting the foregoing, in each case, such materiality qualifier shall not be applicable to any the representations and warranties that already are qualified or modified by materiality set forth in Section 5.20 shall be true and correct with respect to each Eligible Account included in the text thereof; and Borrowing Base, (kiii) Borrowers shall be in compliance with this Agreement and the fact that other Loan Documents and no material adverse change in the condition (financial Event of Default or otherwise), properties, business, or operations Unmatured Event of Borrowers or any other Credit Party Default shall have occurred and be continuing continuing, and (iv) Borrowers shall have certified such matters to Lender, in the case of an Advance, pursuant to the form of Borrowing Base Report or Advance Request relating to such Loan; (d) Borrowers shall have signed and delivered to Lender copies of notices in the form of Exhibit 4.2 with respect to Borrowers or any Credit Party since the date of this Agreement. Each giving of new Obligors which have not previously received such notice, directing such Obligors to make payment to a Notice of Borrowing hereunder and each acceptance Lockbox; (e) The lockbox arrangements required by any Borrower of the proceeds of any Loan made hereunder Section 2.9 hereof shall be deemed to be (y) a representation and warranty by each Borrower on the date of such notice or acceptance as to the facts specified in this Sectioneffect, and the amounts received in the Lockboxes shall have been identified or reconciled to Lender's reasonable satisfaction, as required by Section 2.9(d) hereof; and (zf) a restatement by each Borrower that each and every one Borrowers shall have taken such other actions, including the delivery of the representations made by it in any of the Financing Documents is true and correct all material respects on and as of the date of such borrowing or issuancedocuments (including, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, howeverwithout limitation, in each casethe case of Advances, such materiality qualifier shall not be applicable to any representations an Advance Request and warranties that already are qualified or modified by materiality Borrowing Base Report), as Lender may reasonably and in the text thereofgood faith request.

Conditions to Each Loan. The obligation of the Lenders to make a Loan or an advance in respect of any Loan (including the initial Loans)Loan, is subject to the satisfaction of the following additional conditions: (a) (i) in the case of the initial borrowing of Revolving Loans, receipt by Agent of a Notice of Borrowing and the initial Borrowing Base Certificate and (ii) in the case of each subsequent borrowing of a Revolving Loan Loan, receipt by Agent of a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and an updated Borrowing Base Certificate; (b) the fact that, immediately after such borrowing and after application of the proceeds thereof or after such issuance, the Revolving Loan Outstandings will not exceed the Revolving Loan Limit; (c) in the case of the initial borrowing of Revolving Loans, (i) Agent shall have completed a reasonably satisfactory field exam and all other necessary or reasonably desirable audits and appraisals with respect to Borrowing Base Collateral, the results of which are reasonably satisfactory to Agent and Lenders, and (ii) the Lockbox Activation Date shall have occurred and Agent shall have received a fully executed Lockbox Deposit Account Control Agreement; (d) [reserved]; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) the fact that, immediately before and after such advance or issuance, no Default or Event of Default shall have occurred and be continuing; (id) for Loans made on the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete on and as of the Closing Date, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct as of such earlier date; (je) for Loans made after the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete in all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific an earlier date date, in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; andand MidCap / Cerus / A&R Credit, Security and Guaranty Agreement (Revolving Loan) (kf) the fact that no material adverse change in the condition (financial or otherwise), properties, business, or operations of Borrowers or any other Credit Party shall have occurred and be continuing with respect to Borrowers or any Credit Party since the date of this Agreement. Each giving of a Notice of Borrowing hereunder and each acceptance by any Borrower of the proceeds of any Loan made hereunder shall be deemed to be (y) a representation and warranty by each Borrower Credit Party on the date of such notice or acceptance as to the facts specified in this Section, and (z) a restatement by each Borrower Credit Party that each and every one of the representations made by it in any of the Financing Documents is true and correct all material respects on and as of the such date of such borrowing or issuance, (except to the extent that any such representation or warranty relates representations and warranties expressly relate solely to a specific an earlier date in which case such representation or warranty shall be true and correct date) in all material respects as of such specific earlier daterespects; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof.

Conditions to Each Loan. The obligation of the Lenders to make a Loan or an advance in respect of any Loan (including the initial Loans)Loan, is subject to the satisfaction of the following additional conditions: (a) (i) in the case of the initial borrowing of a Revolving LoansLoan Borrowing, receipt by Agent of a Notice of Borrowing and the initial updated Borrowing Base Certificate Certificate, and (ii) in the case of each subsequent borrowing of a Revolving Term Loan Borrowing, receipt by Agent of a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and updated Borrowing Base CertificateBorrowing; (b) with respect to each Term Loan Borrowing, Borrowers shall provide a Compliance Certificate demonstrating, to the reasonable satisfaction of Agent, that, as of the proposed date of any funding of a Term Loan, Borrower, on a pro forma basis after giving effect to the proposed Term Loan Borrowing, the Senior Leverage Ratio shall be less than [***]. (c) the fact that, immediately after such borrowing and after application of the proceeds thereof or after such issuance, the Revolving Loan Outstandings will not exceed the Revolving Loan Limit; (c) in the case of the initial borrowing of Revolving Loans, (i) Agent shall have completed a reasonably satisfactory field exam and all other necessary or reasonably desirable audits and appraisals with respect to Borrowing Base Collateral, the results of which are reasonably satisfactory to Agent and Lenders, and (ii) the Lockbox Activation Date shall have occurred and Agent shall have received a fully executed Lockbox Deposit Account Control Agreement; (d) [reserved]; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) the fact that, immediately before and after such advance or issuance, no Default or Event of Default shall have occurred and be continuing; (ie) for Loans made on the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete on and as of the Closing Datedate of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct as of such earlier date; (j) for Loans made after the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete in all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and (kf) the fact that no material adverse change in the condition (financial or otherwise), properties, business, prospects, or operations of Borrowers or any other Credit Party shall have occurred and be continuing with respect to Borrowers or any Credit Party since the date of this AgreementAgreement that has or could reasonably be expect to have a Material Adverse Effect; and (g) the continued compliance by Borrowers with all of the terms, covenants and conditions of Article 8 and, unless Agent shall elect otherwise from time to time, the absence of any fact, event or circumstance for which Borrower is required to give Agent notice under Article 8. Each giving of a Notice of Borrowing hereunder and each acceptance by any Borrower of the proceeds of any Loan made hereunder shall be deemed to be (y) a representation and warranty by each Borrower on the date of such notice or acceptance as to the facts specified in this Section, and (z) a restatement by each Borrower that each and every one of the representations made by it in any of the Financing Documents is true and correct all material respects on and as of the such date of such borrowing or issuance, (except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofexpressly relate solely to an earlier date).

Conditions to Each Loan. The obligation of the Lenders to make a Loan or an advance in respect of any Loan (including the initial Loans), is subject to the satisfaction of the following additional conditions: (a) (i) in the case of the initial borrowing of Revolving Loans, receipt by Agent of a Notice of Borrowing and the initial Borrowing Base Certificate and (ii) in the case of each subsequent borrowing of a Revolving Loan Borrowing, receipt by Agent of a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and updated Borrowing Base Certificate, and in the case of a Term Loan or Additional Term Loan advance, receipt by Agent of a Notice of Borrowing; (b) the fact that, immediately after such borrowing and after application of the proceeds thereof or after such issuance, the Revolving Loan Outstandings will not exceed the Revolving Loan Limit; (c) in the case of the initial borrowing of Revolving Loans, (i) Agent shall have completed a reasonably satisfactory field exam and all other necessary or reasonably desirable audits and appraisals with respect to Borrowing Base Collateral, the results of which are reasonably satisfactory to Agent and Lenders, and (ii) the Lockbox Activation Date shall have occurred and Agent shall have received a fully executed Lockbox Deposit Account Control Agreement; (d) [reserved]; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) the fact that, immediately before and after such advance or issuance, no Default or Event of Default shall have occurred and be continuing; (id) for Loans made on the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete on and as of the Closing Datedate of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct as of such earlier date; (j) for Loans made after the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete in all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and (ke) the fact that no material adverse change in the condition (financial or otherwise), properties, business, prospects, or operations of Borrowers or any other Credit Party shall have occurred and be continuing with respect to Borrowers or any Credit Party since the date of this Agreement; and (f) the continued compliance by Borrowers with all of the terms, covenants and conditions of Article 8 and, unless Agent shall elect otherwise from time to time, the absence of any fact, event or circumstance for which Borrower is required to give Agent notice under Article 8. Each giving of a Notice of Borrowing hereunder and each acceptance by any Borrower of the proceeds of any Loan made hereunder shall be deemed to be (y) a representation and warranty by each Borrower on the date of such notice or acceptance as to the facts specified in this Section, and (z) a restatement by each Borrower that each and every one of the representations made by it in any of the Financing Documents is true and correct all material respects on and as of the such date of such borrowing or issuance, (except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofexpressly relate solely to an earlier date).

Conditions to Each Loan. The obligation of the Lenders to make a Loan or an advance in respect of any Loan (including the initial Loans), is subject to the satisfaction of the following additional conditions: (a) (i) in the case of the initial borrowing of Revolving Loans, receipt by Agent of a Notice of Borrowing and the initial Borrowing Base Certificate and (ii) in the case of each subsequent borrowing of a Revolving Loan receipt by Agent of a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and updated Borrowing Base CertificateBorrowing; (b) the fact that, immediately after such borrowing and after application of the proceeds thereof or after such issuance, the Revolving Loan Outstandings will not exceed the Revolving Loan Limit; (c) in the case of the initial borrowing of Revolving Loans, (i) Agent shall have completed a reasonably satisfactory field exam and all other necessary or reasonably desirable audits and appraisals with respect to Borrowing Base Collateral, the results of which are reasonably satisfactory to Agent and Lenders, and (ii) the Lockbox Activation Date shall have occurred and Agent shall have received a fully executed Lockbox Deposit Account Control Agreement; (d) [reserved]; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) the fact that, immediately before and after such advance or issuance, no Default or Event of Default shall have occurred and be continuing; (ic) for Loans made on the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete on and as of the Closing Date, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct as of such earlier date; (jd) for Loans made after the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete in all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and; (ke) the fact that no material adverse change in the condition (financial or otherwise), properties, business, prospects, or operations of Borrowers or any other Credit Party shall have occurred and be continuing with respect to Borrowers or any Credit Party since the date of this Agreement; and (f) the continued compliance by Borrowers with all of the terms, covenants and conditions of Article 8 and, unless Agent shall elect otherwise from time to time, the absence of any fact, event or circumstance for which Borrower is required to give Agent notice under Article 8. Each giving of a Notice of Borrowing hereunder and each acceptance by any Borrower of the proceeds of any Loan made hereunder shall be deemed to be (y) a representation and warranty by each Borrower on the date of such notice or acceptance as to the facts specified in this Section, and (z) a restatement by each Borrower that each and every one of the representations made by it in any of the Financing Documents is true and correct all material respects on and as of the such date of such borrowing or issuance, (except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofexpressly relate solely to an earlier date).

Conditions to Each Loan. The obligation of the Lenders to make a Loan or an advance in respect of any Loan (including the initial Loans)Loan, is subject to the satisfaction of the following additional conditions: (a) (i) in the case of the initial borrowing of Revolving Loans, receipt by Agent of a Notice of Borrowing and the initial Borrowing Base Certificate in form and substance reasonably satisfactory to Agent and (ii) in the case of each subsequent borrowing of a Revolving Loan Loan, receipt by Agent of a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and updated Borrowing Base CertificateCertificate in form and substance reasonable satisfactory to Agent; (b) the fact that, immediately after such borrowing and after application of the proceeds thereof or after such issuance, the Revolving Loan Outstandings will not exceed the Revolving Loan Limit; (c) in the case of the initial borrowing of Revolving Loans, (i) Agent shall have completed a reasonably satisfactory field exam and all other necessary or reasonably desirable audits and appraisals with respect to Borrowing Base Collateral, the results of which are reasonably satisfactory to Agent and Lenders, and (ii) the Lockbox Activation Date shall have occurred and Agent shall have received a fully executed Lockbox Deposit Account Control Agreement; (d) [reserved]; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) the fact that, immediately before and after such advance or issuanceadvance, no Default or Event of Default shall have occurred and be continuing; (id) for Loans made on the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete on and as of the Closing Date, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct as of such earlier date; (je) for Loans made after the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete in all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and (kf) the fact that no material adverse change in the condition (financial or otherwise), properties, business, business or operations of Borrowers or any other Credit Party shall have occurred and be continuing with respect to Borrowers or any Credit Party since the date of this Agreement. Each giving of a Notice of Borrowing hereunder and each acceptance by any Borrower of the proceeds of any Loan made hereunder shall be deemed to be (y) a representation and warranty by each Borrower on the date of such notice or acceptance as to the facts specified in this Section, and (z) a restatement by each Borrower that each and every one of the representations made by it in any of the Financing Documents is true and correct all material respects on and as of the such date of such borrowing or issuance, (except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofexpressly relate solely to an earlier date).

Conditions to Each Loan. The obligation of the Lenders to make a Loan or an advance in respect of any Loan (including the initial Loans), is subject to the satisfaction of the following additional conditions: (a) (i) in the case of the initial each borrowing of Revolving Loans, receipt by Agent of a Notice of Borrowing and the initial an updated Borrowing Base Certificate Certificate, and (ii) in the case of each subsequent borrowing of a Revolving Term Loan advance, receipt by Agent and Term Loan Servicer of a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and updated Borrowing Base Certificatein accordance with the provisions of Section 2.1(a)(ii); (b) the fact that, immediately after such borrowing and after application of the proceeds thereof or after such issuancethereof, the Revolving Loan Outstandings will not exceed the Revolving Loan Limit; (c) in the case of the initial borrowing of Revolving Loans, (i) Agent shall have completed a reasonably satisfactory field exam and all other necessary or reasonably desirable audits and appraisals with respect to Borrowing Base Collateralany Term Loan Tranche 2, the results of which are reasonably satisfactory audited consolidated financial statements prepared under GAAP and the Compliance Certificate delivered by Borrowers pursuant to Agent Section 4.1(c) in connection with the fiscal year ending December 31, 2023, in each case, that demonstrates to Agent’s and Lenderseach Term Lender’s satisfaction that the Gross Margin Percentage for the Defined Period ending on December 31, and (ii) the Lockbox Activation Date shall have occurred and Agent shall have received a fully executed Lockbox Deposit Account Control Agreement2023 is greater than or equal to 17.5%; (d) [reserved]; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) the fact that, immediately before and after such advance or issuanceadvance, no Default or Event of Default shall have occurred and be continuing; (ie) for Loans made on the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete on and as of the Closing Date, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct as of such earlier date; (jf) for Loans made after the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete in all material respects on and as of the date of such borrowing or issuanceborrowing, except to the extent that any such representation or warranty relates to a specific earlier date date, in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; (g) with respect to any Term Loan Tranche 2 borrowing, Agent determines to its satisfaction, in good faith, that there has not been any material impairment in the general affairs, MidCap / Viewray / Credit, Security and Guaranty Agreement management, results of operation, financial condition or the prospect of repayment of the Obligations, or any material adverse deviation by Credit Parties from the most recent business plan of Credit Parties presented to and accepted by Agent; and (kh) the fact that no material adverse change in the condition (financial or otherwise), properties, business, or operations of Borrowers or any other Credit Party there shall not have occurred and any fact, event or condition which would reasonably be continuing with respect expected to Borrowers or any Credit Party since the date of this Agreementresult in a Material Adverse Effect, as determined by Required Lenders in their reasonable discretion. Each giving of a Notice of Borrowing hereunder and each acceptance by any Borrower of the proceeds of any Loan made hereunder shall be deemed to be (y) a representation and warranty by each Borrower Credit Party on the date of such notice or acceptance as to the facts specified in this Section, and (z) a restatement by each Borrower Credit Party that each and every one of the representations made by it in any of the Financing Documents is true and correct all material respects on and as of the such date of such borrowing or issuance, (except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofexpressly relate solely to an earlier date).

Conditions to Each Loan. The obligation of the Lenders each Bank to make a each Loan or an advance in respect of any Loan (requested to be made by it, including the its initial Loans)Loan, is subject to the satisfaction fulfillment of the following additional conditions: (a) (i) in the case Agent shall have received a notice of borrowing with respect to such Loan complying with the initial borrowing requirements of Revolving Loans, receipt by Agent of a Notice of Borrowing and the initial Borrowing Base Certificate and (ii) in the case of each subsequent borrowing of a Revolving Loan receipt by Agent of a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and updated Borrowing Base CertificateSection 1.02; (b) the fact thatAgent shall have received a Borrowing Base Certificate or Certificates applicable to the Kind or Kinds of Loans requested to be made, immediately after such borrowing and after application dated the date of the proceeds thereof requested date for the making of such Loan or after such issuance, the Revolving Loan Outstandings will not exceed the Revolving Loan LimitLoans; (c) in the case of the initial borrowing of Revolving Loans, if such Loan is an HFS Loan (i) the Agent shall have completed a reasonably satisfactory field exam received copies of each Approved Purchase and all other necessary or reasonably desirable audits and appraisals with respect to Borrowing Base Collateral, the results of which are reasonably satisfactory to Agent and Lenders, Sale Agreement and (ii) the Lockbox Activation Date Agent and the Co-Agents shall have occurred approved each Approved Purchase and Agent shall have received a fully executed Lockbox Deposit Account Control Sale Agreement, Servicing Rights under which constitute Eligible Servicing Rights; (d) [reserved]if such Loan is a Receivables Loan (i) the Agent shall have received copies of each Designated Purchase and Sale Agreement and of each Purchase Obligor agreement contemplated by clause (d)(i) of the definition of Eligible Receivables not previously delivered to it, and of each Confirmation of Sale of Servicing Rights thereunder not previously delivered to it and (ii) the Required Banks shall have approved each Designated Purchase and Sale Agreement, Receivables under which constitute Eligible Receivables; (e) [reserved]each Loan Document Representation and Warranty shall be true and correct at and as of the time such Loan is to be made, both with and without giving effect to such Loan and all other Loans to be made at such time and to the application of the proceeds thereof; (f) [reserved]; (g) [reserved]; (h) the fact that, immediately before and after such advance or issuance, no Default or Event of Default shall have occurred and be continuingcontinuing at the time such Loan is to be made or would result from the making of such Loan and all other Loans to be made at such time or from the application of the proceeds thereof; (g) such Loan will not contravene any Applicable Law applicable to such Bank; and (h) following the funding of the requested Loan and of all other Loans then requested to be made, the aggregate principal amount of Loans outstanding hereunder shall not: (i) for Loans made on exceed the Closing Date, the fact that the representations limitations set forth in Section 1.01 and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete on and as of the Closing Date, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct as of such earlier date; (j) for Loans made after the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete in all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofno Borrowing Base Deficiency would exist; and (kii) if such Loan is an HFI Loan, exceed an amount equal to the fact that no material adverse change lesser of: (A) 1.2% of the principal amount of the Mortgage Loans subject to HFI Borrowing Base Servicing Rights; and (B) 66-2/3% of the sum of (1) in the condition (financial or otherwise), properties, business, or operations case of Borrowers or any other Credit Party shall have occurred and be continuing HFI Servicing Rights being acquired with respect to Borrowers or any Credit Party since the date of this Agreement. Each giving of a Notice of Borrowing hereunder and each acceptance by any Borrower of the proceeds of any Loan made hereunder such Loan, the lesser of (x) the acquisition price of such HFI Servicing Rights and (y) the principal amount of the Mortgage Loans subject to such HFI Servicing Rights multiplied by the applicable Fair Market Percentage and (2) in the case of all other HFI Servicing Rights, the principal amount of the Mortgage Loans subject to such HFI Servicing Rights multiplied by the then current applicable Fair Market Percentage. The Borrower shall be deemed to be (y) have made a representation and warranty by each Borrower on the date of such notice or acceptance as to the facts specified in this Section, and (z) a restatement by each Borrower that each and every one of the representations made by it in any of the Financing Documents is true and correct all material respects on and as of the date time of such borrowing or issuancethe making of the requested Loans that the conditions specified in clauses (e), except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true (f) and correct in all material respects (g) above have been fulfilled as of such specific earlier date; providedtime. The Agent shall, howeverupon request of any Bank, in each case, provide such materiality qualifier Bank with any material the Agent shall not be applicable have received pursuant to any representations and warranties that already are qualified or modified by materiality in the text thereofthis Section 2.02.

Conditions to Each Loan. The obligation of the Lenders to make a Loan or an advance in respect of any Loan (including the initial Loans)Loan, is subject to the satisfaction of the following additional conditions: (a) (i) in the case of the initial borrowing of Revolving Loans, receipt by Agent of a Notice of Borrowing and the initial Borrowing Base Certificate and (ii) in the case of each subsequent borrowing of a Revolving Loan receipt by Agent of a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and updated Borrowing Base CertificateBorrowing; (b) the fact that, immediately after such borrowing and after application of the proceeds thereof or after such issuance, the Revolving Loan Outstandings will not exceed the Revolving Loan Limit; (c) in the case of the initial borrowing of Revolving Loans, (i) Agent shall have completed a reasonably satisfactory field exam and all other necessary or reasonably desirable audits and appraisals with respect to Borrowing Base Collateral, the results of which are reasonably satisfactory to Agent and Lenders, and (ii) the Lockbox Activation Date shall have occurred and Agent shall have received a fully executed Lockbox Deposit Account Control Agreement; (d) [reserved]; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) the fact that, immediately before and after such advance or issuanceadvance, no Default or Event of Default shall have occurred and be continuing; (ic) for Loans made on the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete on and as of the Closing Date, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct as of such earlier date; (jd) for Loans made after the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete in all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and; (ke) the fact that no material adverse change in the condition (financial or otherwise), properties, business, business or operations of Borrowers or any other Credit Party shall have occurred and be continuing with respect to Borrowers or any Credit Party since the date of this Agreement; and (f) in the case of any borrowing of the Term Loan Tranche 4, Agent has received a duly executed Notice of Borrowing on the day of such proposed borrowing; (g) in the case of any borrowing of the Term Loan Tranche 4, the Term Loan Tranche 4 Activation Date shall have occurred, and Agent shall have received such document, agreement and/or instrument, opinions and certificates as it may have reasonably requested prior to funding; (h) in the case of any borrowing of the Term Loan Tranche 5, Agent has received a duly executed Notice of Borrowing no later than 12:00 P.M. (Eastern time) on the day prior to such proposed borrowing; and (i) in the case of any borrowing of the Term Loan Tranche 5, the Term Loan Tranche 5 Activation Date shall have occurred, and Agent shall have received such documents, agreements and/or instruments, opinions and certificates as it may have reasonably requested prior to funding. Each giving of a Notice of Borrowing hereunder and each acceptance by any Borrower of the proceeds of any Loan made hereunder shall be deemed to be (y) a representation and warranty by each Borrower on the date of such notice or acceptance as to the facts specified in this Section, and (z) a restatement by each Borrower that each and every one of the representations made by it in any of the Financing Documents is true and correct all material respects on and as of the such date of such borrowing or issuance, (except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofexpressly relate solely to an earlier date).

Conditions to Each Loan. The obligation of the Lenders ----------------------- to make a Loan or an advance in respect of any Loan requested to be made on any date (including including, without limitation, the initial Loans)Loan) or to issue any Letter of Credit (including, without limitation, the initial Letter of Credit) is subject to the satisfaction of the following additional conditionsconditions precedent: (a) (i) in the case Each of the initial borrowing representations and warranties made by each Person constituting the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of Revolving Loanssuch date as if made on and as of such date except for representations and warranties which speak as of another date, receipt by Agent in which case such representations and warranties shall have been true in all material respects as of a Notice such date (it being agreed that for purposes of Borrowing this Section 4.2 (a) the date referred to in Section 3.2 shall refer to the date of the then most recent audited financial statements of GSI and its consolidated Subsidiaries delivered to the initial Borrowing Base Certificate and (ii) in the case of each subsequent borrowing of a Revolving Loan receipt by Agent of a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and updated Borrowing Base Certificate;Agent. (b) the fact that, immediately after such borrowing and after application of the proceeds thereof or after such issuance, the Revolving Loan Outstandings will not exceed the Revolving Loan Limit; (c) in the case of the initial borrowing of Revolving Loans, (i) Agent shall have completed a reasonably satisfactory field exam and all other necessary or reasonably desirable audits and appraisals with respect to Borrowing Base Collateral, the results of which are reasonably satisfactory to Agent and Lenders, and (ii) the Lockbox Activation Date shall have occurred and Agent shall have received a fully executed Lockbox Deposit Account Control Agreement; (d) [reserved]; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) the fact that, immediately before and after such advance or issuance, no No Default or Event of Default shall have occurred and be continuing;continuing on such date or after giving effect to the Loans or Letters of Credit requested to be made or issued on such date. (ic) The Agent shall have received a Borrowing Base Certificate for Loans made on the Closing Datethen most recently ended Calculation Period. (d) The Agent and the Lenders shall have received all fees due and owing pursuant to Sections 2.4. (e) No notice of, or any other document or instrument creating, any federal tax Lien or Lien under Section 412 of the fact Code or Section 4068 of ERISA shall have been issued, recorded or filed with respect to the assets of the Borrower or any of its Subsidiaries and no Lender shall have informed the Agent or the Borrower that such Lender has processed any such Lien or has notice thereof. (f) And, in the representations and warranties case of each Credit Party contained in Loan the Financing Documents shall proceeds of which are to be trueused to fund amounts due under the Stock Purchase Agreement, correct and complete on and as of the Closing Date, except all conditions precedent to the extent that any such obligations of GSI or Xxxxxxxxxxxx-Xxxx Co. thereunder shall have been satisfied and not waived or amended. Each borrowing hereunder shall constitute a representation or and warranty relates to a specific date in which case such representation or warranty shall be true and correct as of such earlier date; (j) for Loans made after by the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete in all material respects on and Borrower as of the date of such borrowing or issuance, except to Loan that the extent that any such representation or warranty relates to a specific earlier date conditions contained in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and subsections (ka) the fact that no material adverse change in the condition through (financial or otherwise), properties, business, or operations of Borrowers or any other Credit Party shall have occurred and be continuing with respect to Borrowers or any Credit Party since the date e) of this Agreement. Each giving of a Notice of Borrowing hereunder and each acceptance by any Borrower of the proceeds of any Loan made hereunder shall be deemed to be (y) a representation and warranty by each Borrower on the date of such notice or acceptance as to the facts specified in this Section, and (z) a restatement by each Borrower that each and every one of the representations made by it in any of the Financing Documents is true and correct all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofSection 4.2 have been satisfied.

Conditions to Each Loan. The obligation of the Lenders to make a Loan or an advance in respect of any Loan (including the initial Loans), is subject to the satisfaction of the following additional conditions: (a) (i) in the case of the initial borrowing of Revolving Loans, receipt by Agent of a Notice of Borrowing and the initial Borrowing Base Certificate and (ii) in the case of each subsequent borrowing of a Revolving Loan Loan, receipt by Agent of a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and updated Borrowing Base Certificate; (b) the fact that, immediately after such borrowing and after application of the proceeds thereof or after such issuance, the Revolving Loan Outstandings will not exceed the Revolving Loan Limit; (c) in the case of the initial borrowing of Revolving Loans, (i) Agent shall have completed a reasonably satisfactory field exam and all other necessary or reasonably desirable audits and appraisals with respect to Borrowing Base Collateral, the results of which are reasonably satisfactory to Agent and Lenders, and (ii) the Lockbox Activation Date shall have occurred and Agent shall have received a fully executed Lockbox Deposit Account Control Agreement; (d) [reserved]; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) the fact that, immediately before and after such advance or issuance, no Default or Event of Default shall have occurred and be continuing; (id) for Loans made on the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete on and as of the Closing Date, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct as of such earlier date; (j) for Loans made after the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct accurate and complete in all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided further, that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such specific date; and (ke) the fact that no material adverse change in the condition (financial or otherwise), properties, business, or operations of Borrowers or any other Credit Party Material Adverse Effect shall have occurred and be continuing with respect to Borrowers or any Credit Party since the date of this Agreement. Notwithstanding anything to contrary herein, the initial funding of any Revolving Loan shall be conditioned upon (1) the receipt by Agent, at least three (3) Business Days but no more than five (5) Business Days prior to any initial borrowing of any Revolving Loans, of the Initial Borrowing Base Certificate, prepared as of the proposed date of the initial requested Revolving Loan, (2) completion of all requirements in Section 2.11 and Section 4.14(b) and (c) of this Agreement, and (3) delivery of such other information or documentation as Agent shall reasonably request. Each giving of a Notice of Borrowing hereunder and each acceptance by any Borrower of the proceeds of any Loan made hereunder shall be deemed to be (y) a representation and warranty by each Borrower on the date of such notice or acceptance as to the facts specified in this Section, and (z) a restatement by each Borrower that each and every one of the representations made by it in any of the Financing Documents is true true, accurate and correct complete in all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided further, that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such specific date.

Conditions to Each Loan. The obligation of the Lenders to make a Loan or an advance in respect of any Loan (including the initial Loans), is subject to the satisfaction of the following additional conditions: (a) (i) in the case of the initial each borrowing of Revolving Loans, receipt by Agent of a Notice of Borrowing and the initial Borrowing Base Certificate and (ii) in the case of each subsequent borrowing of a Revolving Loan receipt by Agent of a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and an updated Borrowing Base Certificate; (b) the fact that, immediately after such borrowing and after application of the proceeds thereof or after such issuance, the Revolving Loan Outstandings will not exceed the Revolving Loan Limit; (c) in the case of the initial borrowing of Revolving Loans, (i) Agent shall have completed a reasonably satisfactory field exam and all other necessary or reasonably desirable audits and appraisals with respect to Borrowing Base Collateral, the results of which are reasonably satisfactory to Agent and Lenders, and (ii) the Lockbox Activation Date shall have occurred and Agent shall have received a fully executed Lockbox Deposit Account Control Agreement; (d) [reserved]; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) the fact that, immediately before and after such advance or issuance, no Default or Event of Default shall have occurred and be continuing; (id) for Loans made on the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete on and as of the Closing Date, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct as of such earlier date; (j) for Loans made after the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete in all material respects on and as of the date of such borrowing or issuanceborrowing, except to the extent that any such representation or warranty relates to a specific an earlier date date, in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and (ke) the fact that no material adverse change in the condition (financial or otherwise)absence of any fact, properties, businessevent, or operations of Borrowers or any other Credit Party shall have occurred and circumstance that would reasonably be continuing with respect expected to Borrowers or any Credit Party since the date of this Agreementresult in a Material Adverse Effect. Each giving of a Notice of Borrowing hereunder and each acceptance by any Borrower of the proceeds of any Loan made hereunder shall be deemed to be (y) a representation and warranty by each Borrower on the date of such notice or acceptance as to the facts specified in this Section, and (z) a restatement by each Borrower that each and every one of the representations made by it in any of the Financing Documents is true and correct as of such date in all material respects on and as of the date of such borrowing or issuance, (except to the extent that any such representation or warranty relates representations and warranties expressly relate solely to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific an earlier date; provided), however, in each case, provided that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof.

Conditions to Each Loan. The No Loan shall be made hereunder, and the Bank Investors shall have no obligation of the Lenders to make a Loan or an advance in respect of any Loan (including the initial Loans)Loan, is subject to the satisfaction of unless the following additional conditionsconditions have been satisfied: (a) the Agent shall have received an Officers’ Certificate from the Borrower stating that: (i) no Event of Default, Potential Event of Default, Potential Facility Termination Event or Facility Termination Event shall have occurred and the Loan to be made on such date will not result in any breach of any of the terms, conditions or provisions of, or constitute a default under any of the Operative Documents to which the Borrower is a party, or any indenture, mortgage, deed of trust or other agreement or instrument to which the Borrower is a party or by which it is bound, or any order of any Governmental Authority entered in any proceeding to which the Borrower is a party or by which it may be bound or to which it may be subject, and all conditions precedent provided in this Loan Agreement relating to the Loan to be made on such date have been complied with; (ii) the Borrower is the owner of and has good title to each Account, has not assigned any interest or participation in any such Account (or, if any such interest or participation has been assigned, it has been released) and has the right to Grant each such Account to the Trustee, and no other Person has any lien on, security interest in or other rights to any such Account; (iii) the Borrower has Granted to the Trustee all of its right, title, and interest in and to each Account Granted to the Trustee by it to secure the VFN and the amounts owed hereunder; (iv) the information set forth in the Schedule of Accounts delivered to the Custodian, the Trustee and the Agent is correct in all material respects; (v) (A) no Material Adverse Effect shall have occurred in the affairs of (I) the Borrower since the date of its formation or (II) the Master Servicer since April 1, 2004 and (B) no material adverse change has occurred in the value of any Account since the date of origination of such Account; and (vi) the representations and warranties set forth in Section 3.1 are true and correct on and as of such day as though made on and as of such day. (b) all of the Account Documents relating to the Accounts to be purchased on such date have been delivered to the Custodian within the time periods specified in Section 3.1 of the CTA Agreement, except that (i) in lieu of delivering the case of Account Documents for any Account which has been the initial borrowing of Revolving Loans, receipt by Agent subject of a Notice Full Prepayment received by the Master Servicer after the Cut-Off Date but no later than three (3) Business Days prior to the Loan Date, the Borrower may deliver, or cause to be delivered, as indicated in the Officers’ Certificate from the Master Servicer delivered pursuant to paragraph (a) of Borrowing and this Section 4.2, the initial Borrowing Base Certificate cash proceeds of such Full Prepayment and (ii) in lieu of delivering the case Account Documents for any Account with respect to which foreclosure proceedings have been commenced and such Account Documents are required in connection with the prosecution of each subsequent borrowing of such proceedings, the Master Servicer may deliver a Revolving Loan trust receipt by Agent of a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and updated Borrowing Base Certificate; (b) the fact that, immediately after such borrowing and after application pursuant to Section 3.2 of the proceeds thereof or after such issuance, the Revolving Loan Outstandings will not exceed the Revolving Loan LimitCTA Agreement; (c) in the case of the initial borrowing of Revolving Loans, (i) Agent Borrower shall have completed delivered a reasonably satisfactory field exam and all other necessary or reasonably desirable audits and appraisals with respect Borrowing Request to Borrowing Base Collateral, the results of which are reasonably satisfactory Agent pursuant to Agent and Lenders, and (ii) the Lockbox Activation Date shall have occurred and Agent shall have received a fully executed Lockbox Deposit Account Control AgreementSection 2.2 hereof; (d) [reserved]the Agent, the Custodian and the Trustee shall have received the Schedule of Accounts relating to the Accounts to be purchased with the proceeds of such Loan; (e) [reserved]the Agent shall have received acknowledgment copies of proper financing statements, duly filed under the Uniform Commercial Code of all jurisdictions that the Lender may deem necessary or desirable in order to perfect the ownership interest of the Depositor created by the DAT, the ownership interest of the Borrower created by the BAT Agreement and the security interest in favor of the Trustee created by the CTA Agreement and all other filings, notifications, consents and recordings necessary to consummate the transactions contemplated hereunder and under the other Operative Documents shall be accomplished and the Agent shall have received evidence of such filings, notifications, consents and recordings satisfactory in form and substance to the Agent; (f) [reserved]the Agent shall have received copies of all consents, licenses and approvals, if any, required in connection with the execution, delivery and performance by it and the validity and enforceability against it of the Operative Documents to approvals shall be in full force and effect; (g) [reserved]the Depositor shall have continued to purchase or otherwise acquire all or substantially all of the Accounts originated by the Originator (or originated by an Eligible Originator and sold to the Depositor) on an ongoing basis; (h) the fact that, immediately before and after such advance or issuancegiving effect to any requested Loan, no Borrowing Base Deficiency shall exist; (i) the Facility Termination Date shall not have occurred; (j) no Servicer Default or Event default under any Subservicing Agreement shall have occurred and be continuing, and no condition that with the giving of notice or the passage of time world constitute a Servicer Default or a default under any Subservicing Agreement shall have occurred and be continuing; (ik) no more than 7% of the Accounts then owned by the Borrower may be in arrears for Loans made on the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete on and sixty (60) days or more as of the Closing last day of any month preceding the Borrowing Date, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct as of such earlier date; (jl) no more than 10% of the Accounts to be purchased by the Borrower may be in arrears for Loans made after the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete in all material respects on and 30-59 days as of the date last day of any month preceding such borrowing or issuanceBorrowing Date; (m) if the Interest Rate Protection Date has occurred, except the Borrower has delivered to the extent that any Agent an Interest Rate Protection Agreement; (n) on such representation or warranty relates date, the weighted average interest rate of all Eligible Accounts, after giving effect to a specific earlier date in which case all Eligible Accounts to be added on such representation or warranty date, shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable greater than or equal to any representations and warranties that already are qualified or modified by materiality in the text thereof7.25% per annum; and (ko) on such date, the fact that no material adverse change in the condition (financial or otherwise)weighed average FICO score of all Eligible Accounts, propertiesafter giving effect to all Eligible Accounts to be added on such date, business, or operations of Borrowers or any other Credit Party shall have occurred and be continuing with respect to Borrowers or any Credit Party since the date of this Agreement. Each giving of a Notice of Borrowing hereunder and each acceptance by any Borrower of the proceeds of any Loan made hereunder shall be deemed to be (y) a representation and warranty by each Borrower on the date of such notice or acceptance as to the facts specified in this Section, and (z) a restatement by each Borrower that each and every one of the representations made by it in any of the Financing Documents is true and correct all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofgreater than 530.

Conditions to Each Loan. The obligation of the Lenders to make a Loan or an advance in respect of any Loan (including the initial Loans)Loan, is subject to the satisfaction of the following additional conditions: (a) (i) in the case of the initial borrowing of Revolving Loans, receipt by Agent of a Notice of Borrowing and the initial Borrowing Base Certificate and (ii) in the case of each subsequent borrowing of a Revolving Loan receipt by Agent of a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and updated Borrowing Base Certificate; (b) the fact that, immediately after such borrowing and after application of the proceeds thereof or after such issuance, the Revolving Loan Outstandings will not exceed the Revolving Loan Limit; (c) in the case of the initial borrowing of Revolving Loans, (i) Agent shall have completed a reasonably satisfactory field exam and all other necessary or reasonably desirable audits and appraisals with respect to Borrowing Base Collateral, the results of which are reasonably satisfactory to Agent and Lenders, and (ii) the Lockbox Activation Date shall have occurred and Agent shall have received a fully executed Lockbox Deposit Account Control Agreement; (d) [reserved]; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) the fact that, immediately before and after such advance or issuance, no Default or Event of Default shall have occurred and be continuing; (id) for Loans made on the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete on and as of the Closing Date, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct as of such earlier date; (je) for Loans made after the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete in all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and (kf) the fact that no material adverse change in the condition (financial or otherwise), properties, business, or operations of Borrowers or any other the Credit Party Parties, taken as a whole, shall have occurred and be continuing with respect to Borrowers or any Credit Party since the date of this Agreement. Each giving of a Notice of Borrowing hereunder and each acceptance by any Borrower of the proceeds of any Loan made hereunder shall be deemed to be (y) a representation and warranty by each Borrower Credit Party on the date of such notice or acceptance as to the facts specified in this Section, and (z) a restatement by each Borrower that each and every one of the representations made by it in any of the Financing Documents is true and correct all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof.

Conditions to Each Loan. The obligation obligations of the Lenders to make a Loan or an advance in respect of any Loan (including the initial Loans), is subject to the satisfaction Loans hereunder shall not become effective until each of the following additional conditions:conditions has been satisfied (or waived): (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) in the case a counterpart of the initial borrowing this Agreement signed on behalf of Revolving Loans, receipt by Agent of a Notice of Borrowing and the initial Borrowing Base Certificate and such party or (ii) in evidence satisfactory to the case of each subsequent borrowing Administrative Agent (which may include facsimile transmission of a Revolving Loan receipt by Agent signed signature page of a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and updated Borrowing Base Certificate;that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received a favorable written opinion (addressed to the fact that, immediately after such borrowing Administrative Agent and after application the Lenders and dated the date of the proceeds thereof or after such issuance, the Revolving Loan Outstandings will not exceed the Revolving Loan Limit; (cthis Agreement) in the case of the initial borrowing of Revolving Loans, (i) Agent shall have completed a reasonably satisfactory field exam and all other necessary or reasonably desirable audits and appraisals with respect to Borrowing Base CollateralXxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the results Borrower, substantially in the form of which are reasonably satisfactory to Agent and LendersExhibit E-1, and (ii) Xxxxxxx X. Xxxxxxxx, Executive Vice President, General Counsel and Secretary of the Lockbox Activation Date Borrower, substantially in the form of Exhibit E-2, in each case covering such matters relating to the Loan Parties, the Loan Documents or the Transactions as the Administrative Agent shall reasonably request. (c) The Administrative Agent shall have occurred received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the formation, existence and good standing of the Loan Parties and the authorization of the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (d) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the date hereof, including, to the extent an invoice with respect thereto shall have been received by the Borrower, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (e) Prior to each extension of credit hereunder, the Administrative Agent shall have received a fully executed Lockbox Deposit Account Control Agreement; certificate, dated the date of such extension of credit and signed by the chief financial officer of the Borrower, confirming that the conditions set forth in paragraphs (df) [reserved]; and (eg) [reserved];of this Article and, in the case of Purchase Money Loans made after the Effective Date hereof, Section 4.03(b), have been satisfied in connection with the Loans to be made on such date. (f) [reserved]; (g) [reserved]; (h) At the fact thattime of and immediately after giving effect to each Loan hereunder, immediately before and after such advance or issuance, no Default or Event of Default shall have occurred and be continuing; (i) for Loans made on the Closing Date, the fact that the representations and warranties of each Credit Party contained the Loan Parties set forth in the Financing Loan Documents shall be true, correct and complete on and as of the Closing Date, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct as of such earlier date; (j) for Loans made after the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete in all material respects on and as of the date of such borrowing or issuance(unless stated to relate solely to an earlier date, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty representations and warranties shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and). (kg) At the fact that time of and immediately after giving effect to each Loan hereunder, no material adverse change in the condition (financial or otherwise), properties, business, or operations of Borrowers or any other Credit Party Default shall have occurred and or be continuing with respect to Borrowers or any Credit Party since continuing. (h) The Administrative Agent shall have received a certificate, dated the date of this Agreement. Each giving of a Notice of Borrowing hereunder Agreement and each acceptance signed by any Borrower the chief financial officer of the proceeds of any Loan made hereunder shall be deemed to be (y) a representation and warranty by each Borrower on the date of such notice or acceptance Borrower, certifying as to the facts specified in this Section, and (z) a restatement by each Borrower that each and every one solvency of the representations made by it in any of the Financing Documents is true and correct all material respects Loan Parties on and as of the date of such borrowing or issuance, except a consolidated basis after giving effect to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, howeverTransactions, in each caseform and substance reasonably satisfactory to the Administrative Agent. (i) The Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, such materiality qualifier including the USA PATRIOT Act. (j) The Lenders and the Borrower shall not be applicable to any representations have executed the XM Credit Agreement and warranties that already are qualified or modified by materiality in the text thereofInvestment Agreement.

Conditions to Each Loan. The obligation Obligation of the Lenders Lender to make a each Loan or an advance in respect of any Loan (including the initial Loans), hereunder is subject to the satisfaction of the following additional conditions: (i) No less than three (3) Business Days prior to the applicable Funding Date, the Borrower shall have furnished the Lender with a written certificate signed by the Chief Financial Officer of the Borrower, (a) (i) in selecting the case of the initial borrowing of Revolving Loans, receipt by Agent of a Notice of Borrowing proposed Funding Date and the initial Borrowing Base Certificate and (ii) in the case of each subsequent borrowing of a Revolving Loan receipt by Agent of a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and updated Borrowing Base CertificateAmount, which selections shall be irrevocable; (b) specifying the fact thatAcquired 900 MHZ Licenses and, immediately after such borrowing and after application if applicable, related Third-Party 900 MHz License Assets to be purchased with the proceeds of the proceeds thereof or after Loan and the Acquired 900 MHz License Purchase Price applicable to such issuance, the Revolving Loan Outstandings will not exceed the Revolving Loan Limitlicenses and assets; (c) if the Acquired 900 MHz Licenses to be acquired with the proceeds of the Loan are Auction 900 MHz Licenses, attaching evidence satisfactory to the Lender that either (1) such Auction 900 MHz Licenses will be issued by the FCC in the case name of Holdings immediately upon payment of the initial borrowing of Revolving Loans, purchase price therefor or (i2) Agent shall have completed certifying that Geotek was the high bidder in the auction for such licenses and has an obligation to pay a reasonably satisfactory field exam and all other necessary or reasonably desirable audits and appraisals with respect to Borrowing Base Collateral, the results of which are reasonably satisfactory to Agent and Lenders, and (ii) the Lockbox Activation Date shall have occurred and Agent shall have received specified purchase price therefor at a fully executed Lockbox Deposit Account Control Agreementfuture date; (d) [reserved];if the Acquired 900 MHz Licenses to be acquired are Third-Party 900 MHz Licenses, attaching either (1) evidence satisfactory to the Lender that such Third-Party 900 MHz License (and any related Third-Party 900 MHz License Assets) will be sold and legally transferred to Holdings immediately upon payment of the purchase price therefor or (2) a certified copy of the duly-executed contract governing the purchase of such licenses and assets and providing a good faith estimate of the closing date for such purchase; and (e) [reserved];providing the Lender with appropriate wire-transfer instructions. (fii) [reserved];on the applicable Funding Date the Borrower shall have delivered to the Lender a certificate signed by the Chief Financial Officer of the Borrower, (ga) [reserved]; (h) the fact that, immediately before and after such advance or issuance, certifying that no Default or Event of Unmatured Default shall have occurred and be continuing; (i) for Loans made continuing on such date after giving effect to the Closing Date, making of the fact Loan by the Lender and that each of the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete on and as of the Closing Date, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be Article IV is true and correct as of such earlier date; (j) for Loans made after the Closing Funding Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete in all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and (kb) certifying that each of the fact that no material adverse change conditions set forth in this Article III has been satisfied. (iii) On the condition (financial or otherwise), properties, business, or operations of Borrowers or any other Credit Party applicable Funding Date the Lender shall have occurred a valid and be continuing with respect perfected first priority security interest (subject to Borrowers or any Credit Party since the date of this Agreement. Each giving of a Notice of Borrowing hereunder and each acceptance by any Borrower Permitted Liens) in all of the proceeds of any Loan made hereunder shall be deemed to be (y) a representation and warranty Collateral owned by each the Borrower on the date of such notice or acceptance as to the facts specified in this Section, and (z) a restatement by each Borrower that each and every one of the representations made by it in any of the Financing Documents is true and correct all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofFunding Date.

Conditions to Each Loan. The obligation of the Lenders to make a Loan or an advance in respect of any Loan (including the initial Loans), is subject to the satisfaction of the following additional conditions: (a) (i) in the case of the initial borrowing of Revolving Loansa Term Loan advance, receipt by Agent of a Notice of Borrowing and the initial Borrowing Base Certificate and (ii) which may be in the case of each subsequent borrowing form of a Revolving Loan receipt by Agent of disbursement letter including a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and updated Borrowing Base Certificatepayment direction schedule); (b) the fact that, immediately after such borrowing and after application of the proceeds thereof or after such issuance, the Revolving Loan Outstandings will not exceed the Revolving Loan Limit; (c) in the case of the initial borrowing of Revolving Loans, (i) Agent shall have completed a reasonably satisfactory field exam and all other necessary or reasonably desirable audits and appraisals with respect to Borrowing Base Collateral, the results of which are reasonably satisfactory to Agent and Lenders, and (ii) the Lockbox Activation Date shall have occurred and Agent shall have received a fully executed Lockbox Deposit Account Control Agreement; (d) [reserved]; (e) [reserved]; (f) [reserved]; (g) [reserved]; (hc) the fact that, immediately before and after such advance or issuance, no Default or Event of Default shall have occurred and be continuing; (id) for Loans made on the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete on and as of the Closing Date, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct as of such earlier date; (j) for Loans made after the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct accurate and complete in all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided further, that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such specific date; and (ke) the fact that no material adverse change in the condition (financial or otherwise), properties, business, or operations of Borrowers or any other Credit Party Material Adverse Effect shall have occurred and be continuing with respect to Borrowers or any Credit Party since the date of this Agreement. Each giving of a Notice of Borrowing hereunder and each acceptance by any Borrower of the proceeds of any Loan made hereunder shall be deemed to be (y) a representation and warranty by each Borrower on the date of such notice or acceptance as to the facts specified in this Section, and (z) a restatement by each Borrower that each and every one of the representations made by it in any of the Financing Documents is true true, accurate and correct complete in all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided further, that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such specific date.

Conditions to Each Loan. The obligation of the Lenders each Lender to make a Loan or an advance in respect its Loans hereunder on any date (other than the Closing Date Loan, which shall be deemed made on the Closing Date upon the effectiveness of this Agreement irrespective of any Loan (including conditions set forth in this Section 5.2 and the initial Loans)Wind Down Funding Loan, which shall be funded on or about the Sale Closing Date subject only to Section 5.2.9 below) is subject to the satisfaction of the following additional conditionsconditions precedent: (a) (i) in the case of the initial borrowing of Revolving Loans, receipt by Agent of a Notice of Borrowing and the initial Borrowing Base Certificate and (ii) in the case of each subsequent borrowing of a Revolving Loan receipt by Agent of a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and updated Borrowing Base Certificate; (b) the fact that, immediately after such borrowing and after application of the proceeds thereof or after such issuance, the Revolving Loan Outstandings will not exceed the Revolving Loan Limit; (c) in the case of the initial borrowing of Revolving Loans, (i) Agent shall have completed a reasonably satisfactory field exam and all other necessary or reasonably desirable audits and appraisals with respect to Borrowing Base Collateral, the results of which are reasonably satisfactory to Agent and Lenders, and (ii) the Lockbox Activation Date shall have occurred and Agent shall have received a fully executed Lockbox Deposit Account Control Agreement; (d) [reserved]; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) the fact that, immediately before and after such advance or issuance, no Default or Event of Default shall have occurred and be continuing; (i) for Loans made on the Closing Date, the fact that the 5.2.1 The representations and warranties of each the Credit Party Parties contained in the Financing Documents shall be true, correct and complete on and as of the Closing Date, except to the extent that Article VI or any such representation or warranty relates to a specific date in which case such representation or warranty other Loan Document shall be true and correct as of such earlier date; (j) for Loans made after the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete in all material respects on and as of the date of such borrowing or issuance, Delayed Draw Loan (except to the extent that any such representation or and warranty relates (x) is qualified as to a specific earlier date materiality, in which case such representation or and warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and (k) the fact that no material adverse change in the condition (financial or otherwise), properties, business, or operations of Borrowers or any other Credit Party shall have occurred and be continuing with respect to Borrowers or any Credit Party since the date of this Agreement. Each giving of a Notice of Borrowing hereunder and each acceptance by any Borrower of the proceeds of any Loan made hereunder shall be deemed to be (y) a representation and warranty by each Borrower on the date of such notice or acceptance as to the facts specified in this Section, and (z) a restatement by each Borrower that each and every one of the representations made by it in any of the Financing Documents is true and correct all material respects on and as of the date of such borrowing Delayed Draw Loan, or issuance(y) specifically refers to an earlier date, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be is true and correct in all material respects as of such specific earlier date; provided); 5.2.2 No Default shall exist, howeveror would result from such proposed Loan or from the application of the proceeds thereof; 5.2.3 The Administrative Agent shall have received a written request for such Loan in accordance with the requirements hereof; 5.2.4 The Interim Financing Order (or Final Financing Order, as the case may be) shall be in full force and effect and shall not have been stayed, reversed, vacated, rescinded, modified or amended in any respect. If either the Interim Financing Order or the Final Financing Order is the subject of a pending appeal in any respect, none of the making of such Loan, the grant of Liens and Superpriority Claims hereunder or the performance by any Credit Party of any of its respective obligations under any of the Loan Documents shall be the subject of a then presently effective stay; 5.2.5 The Final DIP Financing Order shall have been entered within 30 days of entry of the Interim Financing Order substantially in the form of and containing, among other things, the provisions present in the Interim Financing Order (including, without limitation, the granting of Liens contemplated under the Security Documents). The Final Financing Order shall have been entered on such notice to such parties as may be reasonably satisfactory to the Administrative Agent and as required by the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, order of the Bankruptcy Court, and any applicable local bankruptcy rules. The Final Financing Order must otherwise be in full force and effect and, unless otherwise waived by the Administrative Agent, no appeal or petition for review, rehearing, or certiorari with respect to the Final Financing Order may be pending; 5.2.6 The Borrowers shall certify (a) that they are in compliance with (i) the Budget and that all Loans shall have been and will be used solely in accordance with the Budget, subject to Permitted Variances, and (ii) all covenants under the Loan Documents, and (b) as of the date such Loan is requested, ABL Availability under the ABL DIP Credit Agreement is expected to be zero on the requested date of funding the applicable Loan and Borrowers are expected to have insufficient cash on hand to pay the amounts set forth in the Budget with respect to which such Loan request is being made; 5.2.7 Standard Register’s existing directors' and officers' insurance coverage shall be acceptable to the Administrative Agent in its sole discretion, or Standard Register shall have obtained additional directors' and officers' insurance coverage, or modified its existing coverage, in each caseeither case so as to be acceptable to the Administrative Agent in its sole discretion; it being acknowledged by the Administrative Agent that that that certain "Extended Reporting period Elect (pre-paid)" endorsement to the Borrowers' directors' and officers' liability policies received by Administrative Agent on Tuesday, such materiality qualifier March 10, 2015 is acceptable; 5.2.8 Each request for a Loan submitted by the Borrowers shall not be deemed to be a representation and warranty that the conditions specified in Section 5.2 have been satisfied on and as of the date of the applicable Loan; and 5.2.9 With respect to the Wind Down Funding Loan only, all conditions precedent to closing (other than, for the avoidance of doubt, any representations and warranties condition that already are qualified the Wind Down Amount be funded) under (i) Purchase Agreement, or modified by materiality (ii) to the extent applicable, an Alternative Transaction (as defined in the text thereofPurchase Agreement), have been fully satisfied or otherwise waived in writing by the Purchaser (with the consent of the Administrative Agent) and the Acquisition is otherwise ready to be consummated in accordance with the terms of the Purchase Agreement or the terms of a definitive agreement relating to an Alternative Transaction, as applicable. Borrowers hereby request, authorize and direct Lenders to make the Closing Date Loan and the Wind Down Funding Loan on the Closing Date and on or about the Sale Closing Date, respectively. The Closing Date Loan and the Wind Down Funding Loan constitute Loans made pursuant to this Agreement for all purposes.

Conditions to Each Loan. The obligation of the Lenders to make a Loan or an advance in respect of any Loan (including the initial Loans), is subject to the satisfaction of the following additional conditions: (a) (i) in the case of the initial borrowing of Revolving Loans, receipt by Agent of a Notice of Borrowing and the initial Borrowing Base Certificate and (ii) in the case of each subsequent borrowing of a Revolving Loan receipt by Agent of a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and updated Borrowing Base Certificateaccordance with Section 2.1(a)(i); (b) the fact that, immediately after such borrowing and after application of the proceeds thereof or after such issuance, the Revolving Loan Outstandings will not exceed the Revolving Loan Limit; (c) in the case of the initial borrowing of Revolving Loans, (i) Agent shall have completed a reasonably satisfactory field exam and all other necessary or reasonably desirable audits and appraisals with respect to Borrowing Base Collateral, the results of which are reasonably satisfactory to Agent and Lenders, and (ii) the Lockbox Activation Date shall have occurred and Agent shall have received a fully executed Lockbox Deposit Account Control Agreement; (d) [reserved]; (ec) [reserved]; (d) with respect to Term Loan Tranche 4, the Term Loan Tranche 4 Activation Date has occurred; (e) with respect to Term Loan Tranche 5, the Term Loan Tranche 5 Activation Date has occurred; (f) [reserved]with respect to Term Loan Tranche 5, the most recent Compliance Certificate delivered (or required to be delivered) by Borrowers pursuant to Section 4.1(i) hereof prior to the proposed funding date for such Term Loan Tranche 5 demonstrates to Agent’s and each Lender’s satisfaction that the GMP Net Revenue for the preceding twelve (12) calendar months (ending on the last day of the calendar month for which such Compliance Certificate is delivered) is greater than or equal to $15,000,000; (g) [reserved]with respect to Term Loan Tranche 6, the Term Loan Tranche 6 Activation Date has occurred; (h) with respect to Term Loan Tranche 6, the most recent Compliance Certificate delivered (or required to be delivered) by Borrowers pursuant to Section 4.1(i) hereof prior to the proposed funding date for such Term Loan Tranche 6 demonstrates to Agent’s and each Lender’s satisfaction that the GMP Net Revenue for the preceding twelve (12) calendar months (ending on the last day of the calendar month for which such Compliance Certificate is delivered) is greater than or equal to $19,000,000; (i) the fact that, immediately before and after such advance or issuance, no Default or Event of Default shall have occurred and be continuing; (ij) for Loans made on the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete on and as of the Closing Date, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct as of such earlier date; (jk) for Loans made after the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete in all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and (kl) the fact that no material adverse change in the condition (financial or otherwise), properties, business, or operations of Borrowers or any other Credit Party shall have occurred and be continuing with respect to Borrowers or any Credit Party since the date of this Agreement. Each giving of a Notice of Borrowing hereunder and each acceptance by any Borrower of the proceeds of any Loan made hereunder shall be deemed to be (y) a representation and warranty by each Borrower on the date of such notice or acceptance as to the facts specified in this Section, and (z) a restatement by each Borrower that each and every one of the representations made by it in any of the Financing Documents is true and correct all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof.

Conditions to Each Loan. The obligation of the Lenders to make a Loan or an advance in respect of any Loan Loans hereunder shall be subject to the fulfillment (including the initial Loans), is subject to the satisfaction of the Agent) of the following additional conditions: (a) (i) conditions precedent in addition, in the case of the initial borrowing of Revolving Loans, receipt by to the conditions set forth in Section 4.01: (a) The Agent of shall have received (i) a Notice of Borrowing and the initial Borrowing Base Certificate relating to such Loan and (ii) in the case of each subsequent borrowing of a Revolving Loan receipt by Agent of a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and updated Summary Borrowing Base Certificate;Report which shall establish to the satisfaction of the Agent that the Borrowing Base for the Borrower is equal to or greater than the outstanding principal amount of its Loans after giving effect to the Loan proposed to be made. (b) The Borrower shall be in full compliance with the fact thatterms and conditions of the Loan Documents, immediately after each of the representations and warranties set forth in this Agreement (subject to updated information to the Schedules delivered by the Borrower to the Agent from time to time) and the other Loan Documents shall be true and correct in all material respects as if made on and as of the date of such borrowing Loan, the certificate of incorporation and by-laws delivered to the Agent pursuant to Section 4.01 shall have not been materially amended or rescinded and shall remain in full force and effect, and, as of the date of such Loan and after application giving effect thereto and to the consummation of the proceeds thereof or after such issuance, the Revolving Loan Outstandings will not exceed the Revolving Loan Limit; (c) in the case of the initial borrowing of Revolving Loans, (i) Agent shall have completed a reasonably satisfactory field exam and all other necessary or reasonably desirable audits and appraisals with respect to Borrowing Base Collateral, the results of which are reasonably satisfactory to Agent and Lenders, and (ii) the Lockbox Activation Date shall have occurred and Agent shall have received a fully executed Lockbox Deposit Account Control Agreement; (d) [reserved]; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) the fact that, immediately before and after such advance or issuancetransactions contemplated hereby, no Default or Event of Default shall have occurred and be continuing;. The issuance by the Borrower of a Notice of Borrowing shall be deemed a representation and warranty by the Borrower as to the matters referred to in the preceding sentence. (i) The Agent shall have received with respect to all items included in the Borrowing Base or being acquired with the proceeds of such Loan (A) a photostatic copy of the master lease agreement for Loans made each Eligible Contract, with a certificate annexed thereto of the Borrower, certifying such photostatic copy to be a true and complete copy of the original executed agreement and certifying that copies of all invoices, bills of sales and other documents relating to the assets included in the Borrowing Base (other than the documents delivered to the Agent or the Custodian pursuant to this subsection (c)) are held at the offices of the Borrower or, if there shall be a Custodian, written confirmation from the Custodian addressed to the Agent that it shall have within its possession such copy of the master lease agreement and certificate; provided, that if there shall be only one or no lease schedule to such Eligible Contract, then the original executed Contract (including any master lease agreement) shall be delivered to the Agent, or, if there shall be a Custodian, the Custodian pursuant to the Custodian Agreement and (B) with respect to each Eligible Contract included in the Borrowing Base, the original executed Contract, the original executed delivery and acceptance certificate with respect to the Equipment or other assets leased pursuant to such Eligible Contract and the original of any note, guaranty, letter of credit or other credit enhancement provided in connection with such Contract (in each case, the original shall bear the original signature of an employee of the Borrower (if required) together with a facsimile copy of the signature of the User or the original signature of the User), or, if there shall be a Custodian, written confirmation from the Custodian that it shall have in its possession the documents described in this subpart (i)(B) and any other Contract documentation required to be delivered to the Custodian pursuant to the Custodian Agreement; and (ii) if the Agent shall determine that such filing is required in order to ensure that the Borrower shall have a duly perfected Lien on all Collateral, other than Low Value Equipment, UCC-1 financing statements naming the Borrower as secured party and the User under any Eligible Contracts included in the Borrowing Base, as debtor, and other any documentation which may be required by the Agent in order to ensure that the Agent shall have a duly perfected Lien on the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete on and as of the Closing Date, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct as of such earlier date; (j) for Loans made after the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete in all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier dateCollateral; provided, however, in each case, such materiality qualifier Borrower shall not be applicable required to file UCC financing statements against any representations and warranties that already are qualified or modified by materiality in the text thereof; and (k) the fact that no material adverse change in the condition (financial or otherwise), properties, business, or operations of Borrowers or any other Credit Party shall have occurred and be continuing with respect to Borrowers or any Credit Party since the date of this Agreement. Each giving of a Notice of Borrowing hereunder and each acceptance by any Borrower of the proceeds of any Loan made hereunder shall be deemed to be (y) a representation and warranty by each Borrower on the date of such notice or acceptance as to the facts specified in this Section, and (z) a restatement by each Borrower that each and every one of the representations made by it in any of the Financing Documents is true and correct all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofLow Value Equipment.

Conditions to Each Loan. The obligation of the Lenders each Bank to make a each Loan or an advance in respect of any Loan (to be made by it, including the its initial Loans)Loan, is subject to the fulfillment of each of the following conditions to the reasonable satisfaction of the following additional conditionsAgent: (a) (i) each of the Representations and Warranties shall, in the case determination of the initial borrowing Agent in its reasonable discretion, be true and correct in all material respects at and as of Revolving Loansthe time of such Loan, receipt by Agent of a Notice of Borrowing with and without giving effect to such Loan and to the initial Borrowing Base Certificate and (ii) in the case of each subsequent borrowing of a Revolving Loan receipt by Agent of a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and updated Borrowing Base Certificate; (b) the fact that, immediately after such borrowing and after application of the proceeds thereof or after such issuancethereof, the Revolving Loan Outstandings will not exceed the Revolving Loan Limit; (c) in the case of the initial borrowing of Revolving Loans, (i) Agent shall have completed a reasonably satisfactory field exam and all other necessary or reasonably desirable audits and appraisals with respect except those expressly stated to Borrowing Base Collateral, the results of which are reasonably satisfactory to Agent and Lenders, and (ii) the Lockbox Activation Date shall have occurred and Agent shall have received a fully executed Lockbox Deposit Account Control Agreement; (d) [reserved]; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) the fact that, immediately before and after such advance or issuance, no Default or Event of Default shall have occurred and be continuing; (i) for Loans made on the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete on and as of the Closing Date, except to the extent that any such representation or warranty relates to a specific particular date in which case such representation or warranty shall be true and correct as of such earlier date; (j) for Loans made after the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete in all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and; (kb) the fact that no material adverse change in the condition (financial or otherwise), properties, business, or operations of Borrowers or any other Credit Party Default shall have occurred and be continuing at the time of such Loan, with respect or without giving effect to Borrowers such Loan and to the application of the proceeds thereof; (c) unless agreed to by the Agent, no account described in any of clauses (a) through (p) of the definition of Eligible Ordinary Accounts herein was included in the computation of Eligible Accounts Amount for purposes of the Borrowing Base on which such Loan is predicated; (d) receipt by the Agent within a reasonable time after request by the Agent of such materials as may have been requested pursuant to section 7 as, when and to the extent required to be delivered thereunder; (e) such Loan will not contravene any Applicable Law applicable to any of the Banks or any the Agent; (f) all legal matters incident to such Loan and the other transactions contemplated by this Agreement shall be reasonably satisfactory to counsel for the Agent; (g) no Federal tax liens or other Liens (besides the Security Interests and Permitted Liens) shall have been filed against the property of the Borrower; (h) each Credit Party since is Solvent and will be so after giving effect to such Loan; (i) no limitation set forth in section 2.01 will be exceeded after such Loan is made; and (j) the Agent shall have received such other approvals, consents and documents as it may reasonably request. Each Borrowing Notice shall constitute a Representation and Warranty by the Borrower, made as of the time of the making of the Loan requested by it, that the conditions specified in clauses (a) and (c) have been fulfilled as of such time, unless a notice to the contrary specifically captioned "Disclosure Statement" is received by the Agent from the Borrower prior to 12:00 noon (Miami time), on the Business Day preceding the date of this Agreementthe requested Loan. Each giving of a Notice of Borrowing hereunder and each acceptance by any Borrower of the proceeds of any Loan made hereunder shall be deemed to be (y) a representation and warranty by each Borrower on the date of such notice or acceptance as to the facts specified in this Section, and (z) a restatement by each Borrower that each and every one of the representations made by it in any of the Financing Documents is true and correct all material respects on and as of the date of such borrowing or issuance, except to To the extent that any such representation or warranty relates Bank agrees to make any Loan after receipt of a specific earlier date Disclosure Statement in which case such representation or warranty accordance with the preceding sentence, the Representations and Warranties pursuant to the preceding sentence shall be true and correct in all material respects deemed made as modified by the contents of such specific earlier date; providedstatement and repeated at the time of the making of such Loan as so modified. Any such modification shall be effective only for the occasion on which such Bank elects to make such Loan, howeverand unless expressly agreed by such Bank in writing to the contrary, in each case, such materiality qualifier shall not be applicable deemed a waiver or modification of any condition to any representations and warranties that already are qualified or modified by materiality in the text thereofother Loan.

Conditions to Each Loan. The obligation of the Lenders to make a Loan or an advance in respect of any Loan (including the initial Loans)Loan, is subject to the satisfaction of the following additional conditions: (a) [reserved]; (b) (i) in the case of the initial borrowing of Revolving Loans, receipt by Agent of a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and the initial Borrowing Base Certificate and (ii) in the case of each subsequent borrowing of a Revolving Loan Loan, receipt by Agent of a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and updated Borrowing Base Certificate; (bc) the fact that, immediately after such borrowing and after application of the proceeds thereof or after such issuance, the Revolving Loan Outstandings will not exceed the Revolving Loan Limit; (c) in the case of the initial borrowing of Revolving Loans, (i) Agent shall have completed a reasonably satisfactory field exam and all other necessary or reasonably desirable audits and appraisals with respect to Borrowing Base Collateral, the results of which are reasonably satisfactory to Agent and Lenders, and (ii) the Lockbox Activation Date shall have occurred and Agent shall have received a fully executed Lockbox Deposit Account Control Agreement; (d) [reserved]; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) the fact that, immediately before and after such advance or issuance, no Default or Event of Default shall have occurred and be continuing;; MidCap / Sientra / A&R Credit and Security Agreement (Revolving) \DC - 036639/000049 - 14174740 v12 (ie) for Loans made on the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete on and as of the Closing Date, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct as of such earlier date; (j) for Loans made after the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete in all material respects on and as of the date of such borrowing or issuanceborrowing, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and (kf) the fact that no material adverse change in the condition (financial or otherwise), properties, business, or operations of Borrowers or any other Credit Party shall have occurred and be continuing with respect to Borrowers or any Credit Party since the date of this Agreement. Each giving of a Notice of Borrowing hereunder and each acceptance by any Borrower of the proceeds of any Loan made hereunder shall be deemed to be (y) a representation and warranty by each Borrower on the date of such notice or acceptance as to the facts specified in this Section, and (z) a restatement by each Borrower that each and every one of the representations made by it in any of the Financing Documents is true and correct all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, date (except to the extent that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofexpressly relate solely to an earlier date).

Conditions to Each Loan. The obligation of the Lenders to make a Loan or an advance in respect of any Loan (including the initial Loans), is subject to the satisfaction of the following additional conditions: (a) (i) in the case of the initial borrowing of Revolving Loansa Term Loan advance, receipt by Agent of a Notice of Borrowing and the initial Borrowing Base Certificate and (ii) in the case of each subsequent borrowing of a Revolving Loan receipt by Agent of a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and updated Borrowing Base CertificateBorrowing; (b) the fact that, immediately after such borrowing and after application of the proceeds thereof or after such issuance, the Revolving Loan Outstandings will not exceed the Revolving Loan Limit; (c) in the case of the initial borrowing of Revolving Loans, (i) Agent shall have completed a reasonably satisfactory field exam and all other necessary or reasonably desirable audits and appraisals with respect to Borrowing Base Collateral, the results of which are reasonably satisfactory to Agent and Lenders, and (ii) the Lockbox Activation Date shall have occurred and Agent shall have received a fully executed Lockbox Deposit Account Control Agreement; (d) [reserved]; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) the fact that, immediately before and after such advance or issuance, no Default or Event of Default shall have occurred and be continuing; (ic) for Loans made on the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete on and as of the Closing Date, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct as of such earlier date; (jd) for Loans made after the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete in all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and; (ke) the fact that no material adverse change in the condition (financial or otherwise), properties, business, or operations of Borrowers or any other Credit Party shall have occurred and be continuing with respect to Borrowers or any Credit Party since the date of this Agreement; and (f) the continued compliance by Borrowers with all of the terms, covenants and conditions of Article 8 and, unless Agent shall elect otherwise from time to time, the absence of any fact, event or circumstance for which Borrower is required to give Agent notice under Article 8. Each giving of a Notice of Borrowing hereunder and each acceptance by any Borrower of the proceeds of any Loan made hereunder shall be deemed to be (y) a representation and warranty by each Borrower on the date of such notice or acceptance as to the facts specified in this Section, and (z) a restatement by each Borrower that each and every one of the representations made by it in any of the Financing Documents is true and correct in all material respects on and (without duplication of any materiality qualifier in the text of such representation or warranty) as of the such date of such borrowing or issuance, (except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof.expressly relate solely to an earlier date). MidCap / EndoChoice / Term Credit and Security Agreement

Conditions to Each Loan. The obligation of the Lenders to make a Loan or an advance in respect of any Loan (including the initial Loans)Loan, is subject to the satisfaction of the following additional conditions: (a) (i) in the case of the initial borrowing of Revolving Loans, receipt by Agent of a Notice of Borrowing and the initial Borrowing Base Certificate and (ii) in the case of each subsequent borrowing of a Revolving Loan receipt by Agent of a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and updated Borrowing Base Certificate; (b) the fact that, immediately after such borrowing and after application of the proceeds thereof or after such issuance, the Revolving Loan Outstandings will not exceed the Revolving Loan Limit; (c) in the case of the initial borrowing of Revolving Loans, (i) Agent shall have completed a reasonably satisfactory field exam and all other necessary or reasonably desirable audits and appraisals with respect to Borrowing Base Collateral, the results of which are reasonably satisfactory to Agent and Lenders, and (ii) the Lockbox Activation Date shall have occurred and Agent shall have received a fully executed Lockbox Deposit Account Control Agreement; (d) [reserved]; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) the fact that, immediately before and after such advance or issuance, no Default or Event of Default shall have occurred and be continuing; (ib) for Loans made on the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete on and as of the Closing Date, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct as of such earlier date; (jc) for Loans made after the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete in all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; (d) in the case of any borrowing of the Term Loan Tranche 2, Agent has received a duly executed Notice of Borrowing at least thirty (30) days prior to such proposed borrowing; (e) in the case of any borrowing of the Term Loan Tranche 2, Term Loan Tranche 2 Activation Date shall have occurred and Agent shall have received such document, agreement and/or instrument and certificates as it may have reasonably requested prior to funding; and (kf) the fact that no material adverse change in the condition (financial or otherwise), properties, business, or operations of Borrowers or any other the Credit Party Parties, taken as a whole, shall have occurred and be continuing with respect to Borrowers or any Credit Party since the date of this Agreement. Each giving of a Notice of Borrowing hereunder and each acceptance by any Borrower of the proceeds of any Loan made hereunder shall be deemed to be (y) a representation and warranty by each Borrower Credit Party on the date of such notice or acceptance as to the facts specified in this Section, and (z) a restatement by each Borrower that each and every one of the representations made by it in any of the Financing Documents is true and correct all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof.

Conditions to Each Loan. The obligation of the Lenders Bank to make a Loan or an advance in respect of any Loan (each Loan, including the initial Loans)Loan, is subject to the determination of the Bank, in its sole and absolute discretion, that each of the following conditions has been fulfilled to the reasonable satisfaction of the following additional conditionsBank: (a) (i) in the case Bank shall have received a notice of borrowing with respect to such Loan complying with the initial borrowing requirements of Revolving Loans, receipt by Agent of a Notice of Borrowing and the initial Borrowing Base Certificate and (ii) in the case of each subsequent borrowing of a Revolving Loan receipt by Agent of a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and updated Borrowing Base CertificateSection 1.02; (b) the fact that, immediately after such borrowing each Loan Document Representation and after application of the proceeds thereof or after such issuance, the Revolving Loan Outstandings will not exceed the Revolving Loan Limit; (c) in the case of the initial borrowing of Revolving Loans, (i) Agent shall have completed a reasonably satisfactory field exam and all other necessary or reasonably desirable audits and appraisals with respect to Borrowing Base Collateral, the results of which are reasonably satisfactory to Agent and Lenders, and (ii) the Lockbox Activation Date shall have occurred and Agent shall have received a fully executed Lockbox Deposit Account Control Agreement; (d) [reserved]; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) the fact that, immediately before and after such advance or issuance, no Default or Event of Default shall have occurred and be continuing; (i) for Loans made on the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete on and as of the Closing Date, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct as of such earlier date; (j) for Loans made after the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete in all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty Warranty shall be true and correct in all material respects aspects at and as of the time such specific earlier date; providedLoan is to be made, however, in each case, both with and without giving effect to such materiality qualifier shall not Loan and all other Loans to be applicable made at such time and to any representations and warranties that already are qualified or modified by materiality in the text application of the proceeds thereof; and; (kc) the fact that no material adverse change in the condition (financial or otherwise), properties, business, or operations of Borrowers or any other Credit Party Default shall have occurred and be continuing at the time such Loan is to be made or would result from the making of such Loan and all other Loans to be made at such time or from the application of the proceeds thereof; (d) the Bank shall have received such materials as it may have requested pursuant to Section 5.01(c); (e) such Loan will not contravene any Applicable Law; (f) all legal matters incident to such Loan and the other transactions contemplated by the Loan Documents shall be reasonably satisfactory to the Bank and its legal counsel; and (g) upon the making of such Loan, the aggregate unpaid principal of all Loans will not exceed the Commitment. (h) Parent Credit Agreement is in full force and effect and the Parent is in full compliance with respect all of the covenants thereunder. (i) the unpaid principal and interest of any Loan hereunder maturing on or prior to Borrowers or any Credit Party since the date of this Agreementdisbursement of such Loan has been paid in full. Each giving Except to the extent that the Borrower shall have disclosed in the notice of borrowing, or in a Notice of Borrowing hereunder and each acceptance by any Borrower subsequent notice given to the Bank prior to 5:00 p.m. (California time) on the Business Day before the requested date for the making of the proceeds requested Loans, that a condition specified in clause (b) or (c) above will not be fulfilled as of any Loan made hereunder the requested time for the making of such Loans, the Borrower shall be deemed to be (y) have made a representation Representation and warranty by each Borrower on Warranty as of the date time of the making of such notice or acceptance as to Loans that the facts conditions specified in this Section, and (z) a restatement such clauses have been fulfilled as of such time. No such disclosure by each the Borrower that each and every one a condition specified in clause (b) or (c) above will not be fulfilled as of the representations requested time for the making of the requested Loans shall affect the right of the Bank to not make the Loans requested to be made by it in any of the Financing Documents is true and correct all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, howeverif, in each casethe Bank’s determination, such materiality qualifier shall condition has not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofbeen fulfilled at such time.

Conditions to Each Loan. The obligation of the Lenders Banks to make a each Loan or an advance in respect of any Loan (including the initial Loan hereunder (but excluding Loans, the proceeds of which are to be reimburse the Issuing Bank for amounts drawn under a Letter of Credit), is subject to the satisfaction fulfillment of each of the following additional conditionsconditions immediately prior to or contemporaneously with such Loan: (a) (i) in the case All of the initial borrowing of Revolving Loans, receipt by Agent of a Notice of Borrowing and the initial Borrowing Base Certificate and (ii) in the case of each subsequent borrowing of a Revolving Loan receipt by Agent of a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and updated Borrowing Base Certificate; (b) the fact that, immediately after such borrowing and after application of the proceeds thereof or after such issuance, the Revolving Loan Outstandings will not exceed the Revolving Loan Limit; (c) in the case of the initial borrowing of Revolving Loans, (i) Agent shall have completed a reasonably satisfactory field exam and all other necessary or reasonably desirable audits and appraisals with respect to Borrowing Base Collateral, the results of which are reasonably satisfactory to Agent and Lenders, and (ii) the Lockbox Activation Date shall have occurred and Agent shall have received a fully executed Lockbox Deposit Account Control Agreement; (d) [reserved]; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) the fact that, immediately before and after such advance or issuance, no Default or Event of Default shall have occurred and be continuing; (i) for Loans made on the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be trueCo-Borrower under this Agreement, correct and complete on which, pursuant to Section 5.26 hereof, are made at and as of the Closing Datetime of such Loan, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct at such time, both before and after giving effect to the application of the proceeds of the Loan, (x) as of such earlier date; (j) for Loans made after the Closing Datestated, the fact that the as to representations and warranties of each Credit Party contained in the Financing Documents shall be truewhich contain express materiality limitations or qualifications, correct and complete (y) in all material respects on respects, as to all other representations and as warranties, and the Agent shall have received a certificate (which may be a Request for Advance) to that effect signed by the Authorized Representative of each Co-Borrower and dated the date of such borrowing Loan; (b) The incumbency of the Authorized Representatives shall be as stated in the certificate of incumbency contained in the certificate of each Co-Borrower delivered pursuant to Section 4.1(a) or issuance, except as subsequently modified and reflected in a certificate of incumbency delivered to the extent that any such representation or warranty relates to a specific earlier Agent and the Banks; (c) There shall not exist on the date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; providedLoan and after giving effect thereto, howevera Default or Event of Default hereunder; (d) The Agent shall have received a duly executed Request for Advance from the applicable Co-Borrower; (e) If such Loan is for the purpose of making a Permitted Acquisition, in each case, such materiality qualifier the Agent shall not be applicable to any representations have received all documents and warranties that already are qualified or modified by materiality in financial information required under the text thereofdefinition of Permitted Acquisition; and (kf) The Agent and the fact that no material adverse change in the condition (financial or otherwise)Banks shall have received all such other certificates, propertiesreports, businessstatements, or operations other documents as the Agent or the Banks may reasonably request and all other conditions to the making of Borrowers or any other Credit Party such Loan which are set forth in this Agreement shall have occurred and be continuing with respect to Borrowers or any Credit Party since the date of this Agreementbeen fulfilled. Each giving of a Notice of Borrowing hereunder and each acceptance by any Co-Borrower of hereby agrees that the proceeds delivery of any Loan made Request for Advance hereunder shall be deemed to be (y) a representation and warranty by each Borrower the certification of the Authorized Representative of the Co-Borrowers that there does not exist, on the date of such notice or acceptance as to the facts specified in this Section, and (z) a restatement by each Borrower that each and every one making of the representations made by it in any Loan and after giving effect thereto, a Default or an Event of the Financing Documents is true and correct all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofDefault hereunder.

Conditions to Each Loan. The obligation of the Lenders to make a Loan or an advance in respect of any Loan (including the initial Loans), is subject to the satisfaction of the following additional conditions: (a) (i) in the case of the initial borrowing of Revolving Loans, receipt by Agent of a Notice of Borrowing and the initial Borrowing Base Certificate and (ii) in the case of each subsequent borrowing of a Revolving Loan Borrowing, receipt by Agent of a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and updated Borrowing Base Certificate; (b) the fact that, immediately after such borrowing and after application of the proceeds thereof or after such issuance, the Revolving Loan Outstandings will not exceed the Revolving Loan Limit; (c) in the case of the initial borrowing of Revolving Loans, (i) Agent shall have completed a reasonably satisfactory field exam and all other necessary or reasonably desirable audits and appraisals with respect to Borrowing Base Collateral, the results of which are reasonably satisfactory to Agent and Lenders, and (ii) the Lockbox Activation Date shall have occurred and Agent shall have received a fully executed Lockbox Deposit Account Control Agreement; (d) [reserved]; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) the fact that, immediately before and after such advance or issuance, no Default or Event of Default shall have occurred and be continuing; (id) for Loans made on the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete on and as of the Closing Datedate of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct as of such earlier date; (j) for Loans made after the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete in all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and (ke) the fact that no material adverse change in the condition (financial or otherwise), properties, business, prospects, or operations of Borrowers Borrower or any other Credit Party shall have occurred and be continuing with respect to Borrowers Borrower or any Credit Party since the date of this Agreement; and (f) the continued compliance by Borrower with all of the terms, covenants and conditions of Article 8 and, unless Agent shall elect otherwise from time to time, the absence of any fact, event or circumstance for which Borrower is required to give Agent notice under Article 8. Each giving of a Notice of Borrowing hereunder and each acceptance by any Borrower of the proceeds of any Loan made hereunder shall be deemed to be (y) a representation and warranty by each Borrower on the date of such notice or acceptance as to the facts specified in this Section, and (z) a restatement by each Borrower that each and every one of the representations made by it in any of the Financing Documents is true and correct all material respects on and as of the such date of such borrowing or issuance, (except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofexpressly relate solely to an earlier date).

Conditions to Each Loan. The obligation of the Lenders to make a Loan or an advance in respect of any Loan (including the initial Loans), is subject to the satisfaction of the following additional conditions: (a) (i) in the case of the initial borrowing of Revolving Loans, receipt by Agent of a Notice of Borrowing and the initial Borrowing Base Certificate and (ii) in the case of each subsequent borrowing of a Revolving Loan : receipt by Agent of a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and an updated Borrowing Base Certificate; (b) ; the fact that, immediately after such borrowing and after application of the proceeds thereof or after such issuancethereof, the Revolving Loan Outstandings will not exceed the Revolving Loan Limit; (c) in the case of the initial borrowing of Revolving Loans, (i) Agent shall have completed a reasonably satisfactory field exam and all other necessary or reasonably desirable audits and appraisals with respect to Borrowing Base Collateral, the results of which are reasonably satisfactory to Agent and Lenders, and (ii) the Lockbox Activation Date shall have occurred and Agent shall have received a fully executed Lockbox Deposit Account Control Agreement; (d) [reserved]; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) ; the fact that, immediately before and after such advance or issuanceadvance, no Default or Event of Default shall have occurred and be continuing; (i) for Loans made on the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete on and as of the Closing Date, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct as of such earlier date; (j) for Loans made after the Closing Date, ; the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete in all material respects on and as of the date of such borrowing or issuanceborrowing, except to the extent that any such representation or warranty relates to a specific an earlier date date, in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already are qualified or modified by materiality in the text thereof; and (k) and MidCap / ATEC / Credit, Security and Guaranty Agreement the fact absence of any fact, event or circumstance that no material adverse change would reasonably be expected to result in the condition (financial or otherwise), properties, business, or operations of Borrowers or any other Credit Party shall have occurred and be continuing with respect to Borrowers or any Credit Party since the date of this Agreementa Material Adverse Effect. Each giving of a Notice of Borrowing hereunder and each acceptance by any Borrower of the proceeds of any Loan made hereunder shall be deemed to be (y) a representation and warranty by each Borrower on the date of such notice or acceptance as to the facts specified in this Section, and (z) a restatement by each Borrower that each and every one of the representations made by it in any of the Financing Documents is true and correct all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, date (except to the extent that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofexpressly relate solely to an earlier date).

Conditions to Each Loan. The No Loan shall be made hereunder, and the Bank Investors shall have no obligation of the Lenders to make a Loan or an advance in respect of any Loan (including the initial Loans)Loan, is subject to the satisfaction of unless the following additional conditionsconditions have been satisfied: (a) each Managing Agent shall have received an officers’ certificate to be included in the form of the Borrowing Request attached hereto as Exhibit B from the Borrower stating that: (i) no Event of Default, Potential Event of Default, Potential Facility Termination Event or Facility Termination Event shall have occurred and the Loan to be made on such date will not result in any breach of any of the terms, conditions or provisions of, or constitute a default under any of the Operative Documents to which the Borrower is a party, or any indenture, mortgage, deed of trust or other agreement or instrument to which the Borrower is a party or by which it is bound, or any order of any Governmental Authority entered in any proceeding to which the Borrower is a party or by which it may be bound or to which it may be subject, and all conditions precedent provided in this Loan Agreement relating to the Loan to be made on such date have been complied with; (ii) the Borrower is the owner of and has good title to each Account, has not assigned any interest or participation in any such Account (or, if any such interest or participation has been assigned, it has been released) and has the right to Grant each such Account to the Collateral Agent, and no other Person has any lien on, security interest in or other rights to any such Account; (iii) the Borrower has Granted to the Collateral Agent all of its right, title, and interest in and to each Account Granted to the Collateral Agent by it to secure the VFN and the amounts owed hereunder; (iv) the information set forth in the Schedule of Accounts delivered to the Collateral Agent and the Agent is correct in all material respects; (v) no Material Adverse Effect shall have occurred in the affairs of the Borrower or the Master Servicer or the value of the Accounts since June 30, 2004, with respect to the first Loan made on or after the Closing Date, or the immediately preceding Loan Date, with respect to each Loan thereafter; and (vi) the representations and warranties set forth in Section 3.1 are true and correct on and as of such day as though made on and as of such day. (b) all of the Account Documents relating to the Accounts to be purchased on such date have been delivered to the Collateral Agent within the time periods specified in Section 3.1 of the CCA Agreement, except that (i) in lieu of delivering the case of Account Documents for any Account which has been the initial borrowing of Revolving Loans, receipt by Agent subject of a Notice Full Prepayment received by the Master Servicer after the Cut-Off Date but no later than three Business Days prior to the Loan Date, the Borrower may deliver, or cause to be delivered, as indicated in the Officers’ Certificate from the Master Servicer delivered pursuant to paragraph (a) of Borrowing and this Section 4.2, the initial Borrowing Base Certificate cash proceeds of such Full Prepayment and (ii) in lieu of delivering the case Account Documents for any Account with respect to which foreclosure proceedings have been commenced and such Account Documents are required in connection with the prosecution of each subsequent borrowing of such proceedings, the Borrower may deliver a Revolving Loan trust receipt by Agent of a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and updated Borrowing Base Certificate; (b) the fact that, immediately after such borrowing and after application pursuant to Section 3.2 of the proceeds thereof or after such issuance, the Revolving Loan Outstandings will not exceed the Revolving Loan LimitCCA Agreement; (c) in the case of the initial borrowing of Revolving Loans, (i) Agent Borrower shall have completed delivered a reasonably satisfactory field exam and all other necessary or reasonably desirable audits and appraisals Borrowing Request (with respect a copy to Borrowing Base Collateral, the results of which are reasonably satisfactory Surety Provider) to the Agent and Lenders, and (ii) the Lockbox Activation Date shall have occurred and Agent shall have received a fully executed Lockbox Deposit Account Control AgreementManaging Agents pursuant to Section 2.3 hereof; (d) [reserved]each Managing Agent, the Agent, the Surety Provider and the Collateral Agent shall have received the Schedule of Accounts relating to the Accounts to be purchased with the proceeds of such Loan; (e) [reserved]each Managing Agent and the Agent shall have received acknowledgment copies of proper financing statements, duly filed under the Uniform Commercial Code of all jurisdictions that the Lender may deem necessary or desirable in order to perfect the ownership interest of the Depositor created by the DAT, the ownership interest of the Borrower created by the BAT Agreement and the security interest in favor of the Collateral Agent created by the CCA Agreement and all other filings, notifications, consents and recordings necessary to consummate the transactions contemplated hereunder and under the other Operative Documents shall be accomplished and the Agent shall have received evidence of such filings, notifications, consents and recordings satisfactory in form and substance to the Agent and the Surety Provider; (f) [reserved]each Managing Agent and the Agent shall have received copies of all consents, licenses and approvals, if any, required in connection with the execution, delivery and performance by it and the validity and enforceability against it of the Operative Documents to approvals shall be in full force and effect; (g) [reserved]the Depositor shall have continued to purchase or otherwise acquire all or substantially all of the Accounts originated by the Originator (or originated by an Eligible Originator and sold to the Depositor) on an ongoing basis; (h) the fact that, immediately before and after such advance or issuancegiving effect to any requested Loan, no Borrowing Base Deficiency shall exist; (i) the Facility Termination Date shall not have occurred; (j) no Servicer Default or Event default under any Subservicing Agreement shall have occurred and be continuing, and no condition that with the giving of notice or the passage of time world constitute a Servicer Default or a default under any Subservicing Agreement shall have occurred and be continuing; (ik) no more than 7% of the Accounts then owned by the Borrower may be in arrears for Loans made on the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete on and 60 days or more as of the Closing last day of any month preceding the Borrowing Date, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct as of such earlier date; (jl) for Loans made after the Closing Dateon such date, the fact that the representations and warranties weighted average interest rate of each Credit Party contained in the Financing Documents all Eligible Accounts, after giving effect to all Eligible Accounts to be added on such date, shall be true, correct and complete in all material respects on and as of the date of such borrowing greater than or issuance, except equal to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof7.25% per annum; and (km) if after giving effect to any requested Loan, the fact that no material adverse change in Net Investment shall be equal to or greater than $250,000,000, the condition (financial or otherwise), properties, businessBorrower shall provide to the Surety Provider information regarding interest rate protection on the facility. If none exists, or operations of Borrowers or any other Credit Party shall have occurred the current hedge is unacceptable to the Surety Provider, the Borrower and be continuing with respect Surety Provider will work together to Borrowers or any Credit Party since the date of this Agreement. Each giving of agree on a Notice of Borrowing hereunder and each acceptance by any Borrower of the proceeds of any Loan made hereunder shall be deemed mutually acceptable solution to be (y) a representation and warranty put in place if required by each Borrower on the date of such notice or acceptance as to the facts specified in this Section, and (z) a restatement by each Borrower that each and every one of the representations made by it in any of the Financing Documents is true and correct all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofSurety Provider.

Conditions to Each Loan. The obligation of the Lenders to make a Loan or an advance in respect of any Loan (including the initial Loans)Loan, is subject to the satisfaction of the following additional conditions: (a) (i) in the case of the initial borrowing of Revolving Loans, receipt by Agent of a Notice of Borrowing and the initial Borrowing Base Certificate and (ii) in the case of each subsequent borrowing of a Revolving Loan receipt by Agent of a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and updated Borrowing Base Certificate; (b) the fact that, immediately after such borrowing and after application of the proceeds thereof or after such issuance, the Revolving Loan Outstandings will not exceed the Revolving Loan Limit; (c) in the case of the initial borrowing of Revolving Loans, (i) Agent shall have completed a reasonably satisfactory field exam and all other necessary or reasonably desirable audits and appraisals with respect to Borrowing Base Collateral, the results of which are reasonably satisfactory to Agent and Lenders, and (ii) the Lockbox Activation Date shall have occurred and Agent shall have received a fully executed Lockbox Deposit Account Control Agreement; (d) [reserved]; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) the fact that, immediately before and after such advance or issuance, no Default or Event of Default shall have occurred and be continuing; (ib) for Loans made on the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete on and as of the Closing Date, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct as of such earlier date; (j) for Loans made after the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete in all material respects on and as of the date of such borrowing or issuanceborrowing, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and; (kc) the fact that no material adverse change in the condition (financial or otherwise), properties, business, or operations of Borrowers or any other Credit Party shall have occurred and be continuing with respect to Borrowers or any Credit Party since the date of this Agreement; (d) in the case of each borrowing of the Term Loan Tranche 1, Term Loan Tranche 2 or Term Loan Tranche 3, Agent has received a duly executed Notice of Borrowing in accordance with the provisions of Section 2.1(a)(ii); (e) in the case of a borrowing of the Term Loan Tranche 1, the Term Loan Tranche 1 Activation Date shall have occurred; (f) in the case of a borrowing of the Term Loan Tranche 1, receipt by Agent of each agreement, document and instrument set forth on Schedule 7.2 hereto, each in form and substance reasonably satisfactory to Agent, and the satisfaction of each other condition set forth on Schedule 7.2 to the reasonable satisfaction of Agent; (g) in the case of a borrowing of the Term Loan Tranche 2, (i) the Term Loan Tranche 1 Funding Date shall have occurred and (ii) the Term Loan Tranche 2 Activation Date shall have occurred; and (h) in the case of any borrowing of the Term Loan Tranche 3, (i) each of the Term Loan Tranche 1 Funding Date and the Term Loan Tranche 2 Funding Date shall have occurred and (ii) the Term Loan Tranche 3 Activation Date shall have occurred. Each giving of a Notice of Borrowing hereunder and each acceptance by any Borrower of the proceeds of any Loan made hereunder shall be deemed to be (y) a representation and warranty by each Borrower on the date of such notice or acceptance as to the facts specified in this Section, and (z) a restatement by each Borrower that each and every one of the representations made by it in any of the Financing Documents is true and correct all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof.

Conditions to Each Loan. The Parties each respectively acknowledge that the obligation of the Lenders Lender to make a Loan or an advance in respect any of any Loan (including the initial Loans), Loans is subject to the satisfaction satisfaction, on or prior to the date such Loan is to be made to the Borrower, of the following additional conditions: (a) (i) in the case no Default or Event of Default has occurred or is continuing or would arise immediately after giving effect to or as a result of the initial borrowing of Revolving Loans, receipt by Agent of a Notice of Borrowing and the initial Borrowing Base Certificate and (ii) in the case of each subsequent borrowing of a Revolving Loan receipt by Agent of a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and updated Borrowing Base Certificate; (b) the fact that, immediately after such borrowing and after application of the proceeds thereof or after such issuance, the Revolving Loan Outstandings Loans will not exceed the Revolving Loan Limitviolate any applicable law, order or judgment; (c) in the case of the initial borrowing of Revolving Loans, (i) Agent shall have completed a reasonably satisfactory field exam and all other necessary or reasonably desirable audits and appraisals with respect to Borrowing Base Collateral, the results of which are reasonably satisfactory to Agent and Lenders, and (ii) the Lockbox Activation Date shall have occurred and Agent shall have received a fully executed Lockbox Deposit Account Control Agreement; (d) [reserved]; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) the fact that, immediately before and after such advance or issuance, no Default or Event of Default shall have occurred and be continuing; (i) for Loans made on the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete on and as of the Closing Date, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct as of such earlier date; (j) for Loans made after the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete in all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and (k) the fact that no material adverse change in the business or financial condition (financial or otherwise), properties, business, or operations of Borrowers the Borrower or any other Credit Party of its Subsidiaries shall have occurred since March 31, 2003; (d) the representations and warranties of the Borrower contained in Article 5 are true and correct on the date each Loan is to be continuing made as if such representations and warranties were made on that date; (e) the Lender has received, in form, substance, scope and dated a date satisfactory to it and its counsel certified copies of: (i) certificates of good standing with respect to Borrowers the Borrower issued by the Secretary of State of Delaware and each other jurisdiction where the Borrower is qualified to operate as a foreign corporation; (ii) all discharges, subordination agreements, waivers and confirmations as may be required to ensure that all obligations under the Loan Documents are secured by Liens (subject only to Permitted Liens) on the property and assets of the Borrower with such exceptions as are permitted pursuant to this Agreement or any Credit Party since of the other Loan Documents; and (iii) such financial and other information with respect to the business of Borrower as the Lender shall have reasonably requested. The Parties each respectively acknowledge that the obligation of the Lender to make the Initial Loan is also subject to the delivery, on or prior to the date such Initial Loan is to be made to the Borrower, certified copies of: (a) the Loan Documents; (b) a certificate of insurance with respect to the insurance policies required pursuant to Section 6.1(j) showing the Lender as an additional loss payee as its interests may appear relative to the general property insurance carried with respect to the Borrower; (c) opinion of counsel to the Borrower in form and substance reasonably satisfactory to the Lender; (d) the written consent of The CIT Group/Business Credit, Inc. which consents to the Loans to be made to the Borrower pursuant to the terms of this Agreement. Each giving of a Notice of Borrowing hereunder and each acceptance by any Borrower ; (e) an amendment to the Borrower's existing financing agreement with The CIT Group/Business Credit, Inc. reducing the size of the proceeds revolving line of any Loan made hereunder credit from $4.0 million to not more than $2.0 million; and (f) the distribution agreement with Strategic Partner for the distribution of certain software products (names withheld and filed separately with the SEC) and the Business and Marketing Plan, each of which shall be deemed annexed to this Agreement as a supplement hereto. The Parties each respectively acknowledge that the obligation of the Lender to make the Second Loan is also subject to the delivery, on or prior to the date such Second Loan is to be made to the Borrower, certified copies, each in form and substance reasonably satisfactory to the Lender, of (yi) amendments to the existing compensation, commission and incentive plans of the Borrower, which amendments clearly create a (product withheld and filed separately with the SEC) quota for all of Borrower's outside sales professionals (referral credit) and (ii) a representation separate sales compensation plan for the dedicated xxx sales team that is exclusively based on xxx license and warranty by each Borrower on the date of such notice or acceptance as to the facts specified in this Section, and (z) a restatement by each Borrower that each and every one of the representations made by it in any of the Financing Documents is true and correct all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofservices revenue.

Conditions to Each Loan. The obligation of the Lenders to make a Loan or an advance in respect of any Loan requested to be made on any date (including including, without limitation, the initial Loans), Loan) is subject to the satisfaction of the following additional conditionsconditions precedent: (a) (i) in the case Each of the initial borrowing representations and warranties made by each Person constituting the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of Revolving Loanssuch date as if made on and as of such date except for representations and warranties which speak as of another date, receipt by Agent in which case such representations and warranties shall have been true in all material respects as of a Notice such date (it being agreed that for purposes of Borrowing this Section 4.2 (a) the date referred to in Section 3.2 shall refer to the date of the then most recent audited financial statements of ERC US and its consolidated Subsidiaries delivered to the initial Borrowing Base Certificate and (ii) in the case of each subsequent borrowing of a Revolving Loan receipt by Agent of a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and updated Borrowing Base Certificate;Agent. (b) the fact that, immediately after such borrowing and after application of the proceeds thereof or after such issuance, the Revolving Loan Outstandings will not exceed the Revolving Loan Limit; (c) in the case of the initial borrowing of Revolving Loans, (i) Agent shall have completed a reasonably satisfactory field exam and all other necessary or reasonably desirable audits and appraisals with respect to Borrowing Base Collateral, the results of which are reasonably satisfactory to Agent and Lenders, and (ii) the Lockbox Activation Date shall have occurred and Agent shall have received a fully executed Lockbox Deposit Account Control Agreement; (d) [reserved]; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) the fact that, immediately before and after such advance or issuance, no No Default or Event of Default shall have occurred and be continuing;continuing on such date or after giving effect to the Loans requested to be made on such date. (c) The Agent shall have received a Borrowing Base Certificate for the then most recently ended Calculation Period in accordance with Section 5.2(c). (d) The Agent and the Lenders shall have received all fees due and owing pursuant to Sections 2.4. (e) No notice of, or any other document or instrument creating, any federal tax Lien or Lien under Section 412 of the Code or Section 4068 of ERISA shall have been issued, recorded or filed in an amount in excess of $100,000 with respect to the assets of any Person constituting the Borrower and no Lender shall have informed the Agent or the Borrower that such Lender has processed any such Lien or has notice thereof. (f) No restrictions shall have been imposed on the convertibility or transferability of any currency by any Governmental Authority where ER Hong Kong or ER BVI is domiciled which the Agent deems in its business judgment will have an adverse impact on the ability of any Person constituting the Borrower to pay or perform the Obligations hereunder or under the other Loan Documents or to continue to operate its business. (g) In the case of any Revolving Credit Loan requested to be made during the period beginning on the Effective Date and ending on the earlier of July 30, 2002 and the date a Purchasing Lender shall have entered into an Assignment and Acceptance with PNC with respect to not less than $20,000,000 in principal amount of the Loans and commitments of PNC hereunder, funding such Revolving Credit Loan will not reduce the then Undrawn Availability to less than $5,000,000. (h) To the extent the Loan proceeds to be deposited in the Escrow Account on the Closing Date are less than $20,750,000, Borrower shall have, simultaneously with the funding of the initial Loans deposited other funds (the "Borrower Deposit") in the Escrow Account so that the aggregate funds on deposit therein are not less than $20,750,000. (i) for Loans made on On the Closing Datedate of the initial Loan, the fact that the representations and warranties ratio of each Credit Party contained in the Financing Documents Senior Funded Debt to Consolidated EBITDA shall not exceed 2.0 to 1.0. For purposes of this Section 4.2(i), Senior Funded Debt shall be true, correct and complete on and as reduced by the amount of the Closing Date, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct as of such earlier date;Borrower Deposit. (j) for Loans made after On the Closing Datedate of the initial Loan, the fact that the representations and warranties of each Congress Financial Credit Party contained in the Financing Documents Facility shall be truepaid in full. (k) In the case of the initial Loans, correct the Agent, ERC US and complete Bank of America shall have entered into an account control agreement in all material respects on form and substance satisfactory to the Agent with respect to such of the accounts of ERC US and MI with the Bank of America as is required by the Agent. Each borrowing hereunder shall constitute a representation and warranty by the Borrower as of the date of such borrowing or issuance, except to Loan that the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and (k) the fact that no material adverse change in the condition (financial or otherwise), properties, business, or operations of Borrowers or any other Credit Party shall have occurred and be continuing with respect to Borrowers or any Credit Party since the date of this Agreement. Each giving of a Notice of Borrowing hereunder and each acceptance by any Borrower of the proceeds of any Loan made hereunder shall be deemed to be (y) a representation and warranty by each Borrower on the date of such notice or acceptance as to the facts specified conditions contained in this Section, and (z) a restatement by each Borrower that each and every one of the representations made by it in any of the Financing Documents is true and correct all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofSection 4.2 have been satisfied.

Conditions to Each Loan. The obligation of the Lenders to make a Loan or an advance in respect of any Loan (including the initial Loans), is subject to the satisfaction of the following additional conditions: (a) (i) in the case of the initial borrowing of Revolving Loans, receipt by Agent of a Notice of Borrowing and the initial Borrowing Base Certificate and (ii) in the case of each subsequent borrowing of a Revolving Loan Borrowing, receipt by Agent of a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and updated Borrowing Base Certificate; (b) the fact that, immediately after such borrowing and after application of the proceeds thereof or after such issuance, the Revolving Loan Outstandings will not exceed the Revolving Loan Limit; (c) in the case of the initial borrowing of Revolving Loans, (i) Agent shall have completed a reasonably satisfactory field exam and all other necessary or reasonably desirable audits and appraisals with respect to Borrowing Base Collateral, the results of which are reasonably satisfactory to Agent and Lenders, and (ii) the Lockbox Activation Date shall have occurred and Agent shall have received a fully executed Lockbox Deposit Account Control Agreement; (d) [reserved]; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) the fact that, immediately before and after such advance or issuance, no Default or Event of Default shall have occurred and be continuing; (id) for Loans made on the Closing Date, the fact that (i) the representations and warranties of each Credit Party contained in the Financing Documents that are subject to materiality or Material Adverse Effect qualifications shall be true, correct and complete in all respects on and as of the Closing Datedate of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct as of such earlier date; , and (jii) for Loans made after the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents that are not subject to materiality or Material Adverse Effect qualifications shall be true, correct and complete in all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and; (ke) the fact that no material adverse change in the condition (financial or otherwise), properties, business, or operations of Borrowers or any other Credit Party Material Adverse Effect shall have occurred and be continuing with respect to Borrowers or any Credit Party since the date of this Agreement; and (f) the continued compliance by Borrowers with all of the terms, covenants and conditions of Article 8 and, unless Agent shall elect otherwise from time to time, the absence of any fact, event or circumstance for which Borrower is required to give Agent notice under Article 8. Each giving of a Notice of Borrowing hereunder and each acceptance by any Borrower of the proceeds of any Loan made hereunder shall be deemed to be (y) a representation and warranty by each Borrower on the date of such notice or acceptance as to the facts specified in this Section, and (z) a restatement by each Borrower that each and every one of the representations made by it in any of the Financing Documents is true and correct all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof.

Conditions to Each Loan. The obligation of the Lenders to make a Loan or an advance in respect of any Loan (including the initial Loans), is subject to the satisfaction of the following additional conditions:conditions (unless otherwise by Agent in its sole discretion): (a) (i) in the case of the initial borrowing of Revolving Loans, receipt by Agent of a Notice of Borrowing and the initial Borrowing Base Certificate and (ii) in the case of each subsequent borrowing of a Revolving Loan Loans, receipt by Agent of a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and an updated Borrowing Base Certificate; provided that such updated Borrowing Base Certificate shall not be required in connection with such Notice of Borrowing if (x) the Borrowers have delivered a Borrowing Base Certificate to Agent within the ten (10) Business Days immediately preceding such Notice of Borrowing (the “Most Recent Borrowing Base Certificate”) and (y) after giving pro forma effect to the borrowings requested pursuant to such Notice of Borrowing, Revolving Loan Availability (calculated on the basis of such Most Recent Borrowing Base Certificate, net of any cash amounts swept to the Payment Account and applied to the Loans following the date of delivery thereof) is not less than $15,000,000; (b) the fact that, immediately after such borrowing and after application of the proceeds thereof or after such issuance, the Revolving Loan Outstandings will not exceed the Revolving Loan Limit; (c) in the case of the initial borrowing of Revolving Loans, (i) Agent shall have completed a reasonably satisfactory field exam and all other necessary or reasonably desirable audits and appraisals with respect to Borrowing Base Collateral, the results of which are reasonably satisfactory to Agent and Lenders, and (ii) the Lockbox Activation Date shall have occurred and Agent shall have received a fully executed Lockbox Deposit Account Control Agreement; (d) [reserved]; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) the fact that, immediately before and immediately after such advance or issuance, no Default or Event of Default shall have occurred and be continuing;; and MidCap / Rubicon / Credit, Security and Guaranty Agreement (id) for Loans made on the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete on and as of the Closing Date, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct as of such earlier date; (j) for Loans made after the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete in all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific an earlier date date, in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already are qualified or modified by materiality in the text thereof; and (k) the fact that no material adverse change in the condition (financial or otherwise), properties, business, or operations of Borrowers or any other Credit Party shall have occurred and be continuing with respect to Borrowers or any Credit Party since the date of this Agreement. Each giving of a Notice of Borrowing hereunder and each acceptance by any Borrower of the proceeds of any Loan made hereunder shall be deemed to be (y) a representation and warranty by each Borrower on the date of such notice or acceptance as to the facts specified in this Section, and (z) a restatement by each Borrower that each and every one of the representations made by it in any of the Financing Documents is true and correct all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof.

Conditions to Each Loan. The No Loan shall be made hereunder, and the Bank Investors shall have no obligation of the Lenders to make a Loan or an advance in respect of any Loan (including the initial Loans)Loan, is subject to the satisfaction of unless the following additional conditionsconditions have been satisfied: (a) each Managing Agent shall have received an officers’ certificate to be included in the form of the Borrowing Request attached hereto as Exhibit B from the Borrower stating that: (i) no Event of Default, Potential Event of Default, Potential Facility Termination Event or Facility Termination Event shall have occurred and the Loan to be made on such date will not result in any breach of any of the terms, conditions or provisions of, or constitute a default under any of the Operative Documents to which the Borrower is a party, or any indenture, mortgage, deed of trust or other agreement or instrument to which the Borrower is a party or by which it is bound, or any order of any Governmental Authority entered in any proceeding to which the Borrower is a party or by which it may be bound or to which it may be subject, and all conditions precedent provided in this Loan Agreement relating to the Loan to be made on such date have been complied with; (ii) the Borrower is the owner of and has good title to each Account, has not assigned any interest or participation in any such Account (or, if any such interest or participation has been assigned, it has been released) and has the right to Grant each such Account to the Trustee, and no other Person has any lien on, security interest in or other rights to any such Account; (iii) the Borrower has Granted to the Trustee all of its right, title, and interest in and to each Account Granted to the Trustee by it to secure the VFN and the amounts owed hereunder; (iv) the information set forth in the Schedule of Accounts delivered to the Custodian, the Trustee and the Agent is correct in all material respects; (v) no Material Adverse Effect shall have occurred in the affairs of the Borrower or the Master Servicer or the value of the Accounts since June 30, 2004, with respect to the first Loan made on or after the Closing Date, or the immediately preceding Loan Date, with respect to each Loan thereafter; and (vi) the representations and warranties set forth in Section 3.1 are true and correct on and as of such day as though made on and as of such day. (b) all of the Account Documents relating to the Accounts to be purchased on such date have been delivered to the Custodian within the time periods specified in Section 3.1 of the CTA Agreement, except that (i) in lieu of delivering the case of Account Documents for any Account which has been the initial borrowing of Revolving Loans, receipt by Agent subject of a Notice Full Prepayment received by the Master Servicer after the Cut-Off Date but no later than three Business Days prior to the Loan Date, the Borrower may deliver, or cause to be delivered, as indicated in the Officers’ Certificate from the Master Servicer delivered pursuant to paragraph (a) of Borrowing and this Section 4.2, the initial Borrowing Base Certificate cash proceeds of such Full Prepayment and (ii) in lieu of delivering the case Account Documents for any Account with respect to which foreclosure proceedings have been commenced and such Account Documents are required in connection with the prosecution of each subsequent borrowing of such proceedings, the Borrower may deliver a Revolving Loan trust receipt by Agent of a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and updated Borrowing Base Certificate; (b) the fact that, immediately after such borrowing and after application pursuant to Section 3.2 of the proceeds thereof or after such issuance, the Revolving Loan Outstandings will not exceed the Revolving Loan LimitCTA Agreement; (c) in the case of the initial borrowing of Revolving Loans, (i) Agent Borrower shall have completed delivered a reasonably satisfactory field exam and all other necessary or reasonably desirable audits and appraisals Borrowing Request (with respect a copy to Borrowing Base Collateral, the results of which are reasonably satisfactory Surety Provider) to the Agent and Lenders, and (ii) the Lockbox Activation Date shall have occurred and Agent shall have received a fully executed Lockbox Deposit Account Control AgreementManaging Agents pursuant to Section 2.3 hereof; (d) [reserved]each Managing Agent, the Agent, the Surety Provider, the Trustee and the Custodian shall have received the Schedule of Accounts relating to the Accounts to be purchased with the proceeds of such Loan; (e) [reserved]each Managing Agent and the Agent shall have received acknowledgment copies of proper financing statements, duly filed under the Uniform Commercial Code of all jurisdictions that the Lender may deem necessary or desirable in order to perfect the ownership interest of the Depositor created by the DAT, the ownership interest of the Borrower created by the BAT Agreement and the security interest in favor of the Trustee created by the CTA Agreement and all other filings, notifications, consents and recordings necessary to consummate the transactions contemplated hereunder and under the other Operative Documents shall be accomplished and the Agent shall have received evidence of such filings, notifications, consents and recordings satisfactory in form and substance to the Agent and the Surety Provider; (f) [reserved]each Managing Agent and the Agent shall have received copies of all consents, licenses and approvals, if any, required in connection with the execution, delivery and performance by it and the validity and enforceability against it of the Operative Documents to approvals shall be in full force and effect; (g) [reserved]the Depositor shall have continued to purchase or otherwise acquire all or substantially all of the Accounts originated by the Originator (or originated by an Eligible Originator and sold to the Depositor) on an ongoing basis; (h) the fact that, immediately before and after such advance or issuancegiving effect to any requested Loan, no Borrowing Base Deficiency shall exist; (i) the Facility Termination Date shall not have occurred; (j) no Servicer Default or Event default under any Subservicing Agreement shall have occurred and be continuing, and no condition that with the giving of notice or the passage of time world constitute a Servicer Default or a default under any Subservicing Agreement shall have occurred and be continuing; (ik) no more than 7% of the Accounts then owned by the Borrower may be in arrears for Loans made on the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete on and 60 days or more as of the Closing last day of any month preceding the Borrowing Date, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct as of such earlier date; (jl) for Loans made after the Closing Dateon such date, the fact that the representations and warranties weighted average interest rate of each Credit Party contained in the Financing Documents all Eligible Accounts, after giving effect to all Eligible Accounts to be added on such date, shall be true, correct and complete in all material respects on and as of the date of such borrowing greater than or issuance, except equal to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof7.25% per annum; and (km) if after giving effect to any requested Loan, the fact that no material adverse change in Net Investment shall be equal to or greater than $125,000,000, the condition (financial or otherwise), properties, businessBorrower shall provide to the Surety Provider information regarding interest rate protection on the facility. If none exists, or operations of Borrowers or any other Credit Party shall have occurred the current hedge is unacceptable to the Surety Provider, the Borrower and be continuing with respect Surety Provider will work together to Borrowers or any Credit Party since the date of this Agreement. Each giving of agree on a Notice of Borrowing hereunder and each acceptance by any Borrower of the proceeds of any Loan made hereunder shall be deemed mutually acceptable solution to be (y) a representation and warranty put in place if required by each Borrower on the date of such notice or acceptance as to the facts specified in this Section, and (z) a restatement by each Borrower that each and every one of the representations made by it in any of the Financing Documents is true and correct all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofSurety Provider.

Conditions to Each Loan. The obligation of the Lenders to make a Loan or an advance in respect of any Loan (including the initial Loans), is subject to the satisfaction of the following additional conditions: (a) (i) in the case of the initial borrowing of Revolving Loans, receipt by Agent of a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and the initial Borrowing Base Certificate and (ii) in the case of each subsequent borrowing of a Revolving Loan Loan, receipt by Agent of a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and updated Borrowing Base Certificate; (b) the fact that, immediately after such borrowing and after application of the proceeds thereof or after such issuance, the Revolving Loan Outstandings will not exceed the Revolving Loan Limit; (c) in the case of the initial borrowing of Revolving Loans, (i) Agent shall have completed a reasonably satisfactory field exam and all other necessary or reasonably desirable audits and appraisals with respect to Borrowing Base Collateral, the results of which are reasonably satisfactory to Agent and Lenders, and (ii) the Lockbox Activation Date shall have occurred and Agent shall have received a fully executed Lockbox Deposit Account Control Agreement; (d) [reserved]; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) the fact that, immediately before and after such advance or issuance, no Default or Event of Default shall have occurred and be continuing; (id) for Loans made on the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete on and as of the Closing Date, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct as of such earlier date; (je) for Loans made after the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete in all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and; (kf) the fact that no material adverse change in the condition (financial or otherwise), properties, business, or operations of Borrowers or any other Credit Party shall have occurred and be continuing with respect to Borrowers or any Credit Party since the date of this Agreement; (g) the satisfaction by Borrowers of the terms and covenants of Section 3 of Schedule 7.4; and (h) the continued compliance by Borrowers with all of the terms, covenants and conditions of Article 8 and, unless Agent shall elect otherwise from time to time, the absence of any fact, event or circumstance for which Borrower is required to give Agent notice under Article 8. Each giving of a Notice of Borrowing hereunder and each acceptance by any Borrower of the proceeds of any Loan made hereunder shall be deemed to be (y) a representation and warranty by each Borrower on the date of such notice or acceptance as to the facts specified in this Section, and (z) a restatement by each Borrower that each and every one of the representations made by it in any of the Financing Documents is true and correct in all material respects on and (without duplication of any materiality qualifier in the text of such representation or warranty) as of the such date of such borrowing or issuance, (except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofexpressly relate solely to an earlier date).

Conditions to Each Loan. The obligation of the Lenders to make a Loan or an advance in respect of any Loan (including the initial Loans), is subject to the satisfaction of the following additional conditions: (a) (i) in the case of the initial borrowing of Revolving Loans, receipt by Agent of a Notice of Borrowing and the initial Borrowing Base Certificate and (ii) in the case of each subsequent borrowing of a Revolving Loan receipt by Agent of a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and updated Borrowing Base Certificate; (b) the fact that, immediately after such borrowing and after application of the proceeds thereof or after such issuance, the Revolving Loan Outstandings will not exceed the Revolving Loan Limit; (c) in the case of the initial borrowing of Revolving Loans, (i) Agent shall have completed a reasonably satisfactory field exam and all other necessary or reasonably desirable audits and appraisals with respect to Borrowing Base Collateral, the results of which are reasonably satisfactory to Agent and Lenders, and (ii) the Lockbox Activation Date shall have occurred and Agent shall have received a fully executed Lockbox Deposit Account Control Agreement; (d) [reserved]; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) the fact that, immediately before and after such advance or issuance, no Default or Event of Default shall have occurred and be continuing; (id) for Loans made on the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete on and as of the Closing Date, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct as of such earlier date; (je) for Loans made after the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete in all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and; (kf) the fact that no material adverse change in the condition (financial or otherwise), properties, business, prospects, or operations of Borrowers or any other Credit Party shall have occurred and be continuing with respect to Borrowers or any Credit Party since the date of this Agreement; and (g) the continued compliance by Borrowers with all of the terms, covenants and conditions of Article 8 and, unless Agent shall elect otherwise from time to time, the absence of any fact, event or circumstance for which Borrower is required to give Agent notice under Article 8. Each giving of a Notice of Borrowing hereunder and each acceptance by any Borrower of the proceeds of any Loan made hereunder shall be deemed to be (y) a representation and warranty by each Borrower on the date of such notice or acceptance as to the facts specified in this Section, and (z) a restatement by each Borrower that each and every one of the representations made by it in any of the Financing Documents is true and correct all material respects on and as of the such date of such borrowing or issuance, (except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofexpressly relate solely to an earlier date).

Conditions to Each Loan. The No Loan shall be made hereunder, and the Bank Investors shall have no obligation of the Lenders to make a Loan or an advance in respect of any Loan (including the initial Loans)Loan, is subject to the satisfaction of unless the following additional conditionsconditions have been satisfied: (a) the Agent shall have received an Officers' Certificate from the Borrower stating that: (i) no Event of Default, Potential Event of Default, Potential Facility Termination Event or Facility Termination Event shall have occurred and the Loan to be made on such date will not result in any breach of any of the terms, conditions or provisions of, or constitute a default under any of the Operative Documents to which the Borrower is a party, or any indenture, mortgage, deed of trust or other agreement or instrument to which the Borrower is a party or by which it is bound, or any order of any Governmental Authority entered in any proceeding to which the Borrower is a party or by which it may be bound or to which it may be subject, and all conditions precedent provided in this Loan Agreement relating to the Loan to be made on such date have been complied with; (ii) the Borrower is the owner of and has good title to each Account, has not assigned any interest or participation in any such Account (or, if any such interest or participation has been assigned, it has been released) and has the right to Grant each such Account to the Collateral Agent, and no other Person has any lien on, security interest in or other rights to any such Account; (iii) the Borrower has Granted to the Collateral Agent all of its right, title, and interest in and to each Account Granted to the Collateral Agent by it to secure the VFN and the amounts owed hereunder; (iv) the information set forth in the Schedule of Accounts delivered to the Collateral Agent and the Agent is correct in all material respects; (A) no Material Adverse Effect shall have occurred in the affairs of (I) the Borrower since the date of its formation or (II) the Master Servicer since April 1, 2004 and (B) no material adverse change has occurred in the value of any Account since the date of origination of such Account; and (vi) the representations and warranties set forth in Section 3.1 are true and correct on and as of such day as though made on and as of such day. (b) all of the Account Documents relating to the Accounts to be purchased on such date have been delivered to the Collateral Agent within the time periods specified in Section 3.1 of the CCA Agreement, except that (i) in lieu of delivering the case of Account Documents for any Account which has been the initial borrowing of Revolving Loans, receipt by Agent subject of a Notice Full Prepayment received by the Master Servicer after the Cut-Off Date but no later than three (3) Business Days prior to the Loan Date, the Borrower may deliver, or cause to be delivered, as indicated in the Officers' Certificate from the Master Servicer delivered pursuant to paragraph (a) of Borrowing and this Section 4.2, the initial Borrowing Base Certificate cash proceeds of such Full Prepayment and (ii) in lieu of delivering the case Account Documents for any Account with respect to which foreclosure proceedings have been commenced and such Account Documents are required in connection with the prosecution of each subsequent borrowing of such proceedings, the Master Servicer may deliver a Revolving Loan trust receipt by Agent of a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and updated Borrowing Base Certificate; (b) the fact that, immediately after such borrowing and after application pursuant to Section 3.2 of the proceeds thereof or after such issuance, the Revolving Loan Outstandings will not exceed the Revolving Loan LimitCCA Agreement; (c) in the case of the initial borrowing of Revolving Loans, (i) Agent Borrower shall have completed delivered a reasonably satisfactory field exam and all other necessary or reasonably desirable audits and appraisals with respect Borrowing Request to Borrowing Base Collateral, the results of which are reasonably satisfactory Agent pursuant to Agent and Lenders, and (ii) the Lockbox Activation Date shall have occurred and Agent shall have received a fully executed Lockbox Deposit Account Control AgreementSection 2.2 hereof; (d) [reserved]the Agent and the Collateral Agent shall have received the Schedule of Accounts relating to the Accounts to be purchased with the proceeds of such Loan; (e) [reserved]the Agent shall have received acknowledgment copies of proper financing statements, duly filed under the Uniform Commercial Code of all jurisdictions that the Lender may deem necessary or desirable in order to perfect the ownership interest of the Depositor created by the DAT, the ownership interest of the Borrower created by the BAT Agreement and the security interest in favor of the Collateral Agent created by the CCA Agreement and all other filings, notifications, consents and recordings necessary to consummate the transactions contemplated hereunder and under the other Operative Documents shall be accomplished and the Agent shall have received evidence of such filings, notifications, consents and recordings satisfactory in form and substance to the Agent; (f) [reserved]the Agent shall have received copies of all consents, licenses and approvals, if any, required in connection with the execution, delivery and performance by it and the validity and enforceability against it of the Operative Documents to approvals shall be in full force and effect; (g) [reserved]the Depositor shall have continued to purchase or otherwise acquire all or substantially all of the Accounts originated by the Originator (or originated by an Eligible Originator and sold to the Depositor) on an ongoing basis; (h) the fact that, immediately before and after such advance or issuancegiving effect to any requested Loan, no Borrowing Base Deficiency shall exist; (i) the Facility Termination Date shall not have occurred; (j) no Servicer Default or Event default under any Subservicing Agreement shall have occurred and be continuing, and no condition that with the giving of notice or the passage of time world constitute a Servicer Default or a default under any Subservicing Agreement shall have occurred and be continuing; (ik) no more than 7% of the Accounts then owned by the Borrower may be in arrears for Loans made on the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete on and sixty (60) days or more as of the Closing last day of any month preceding the Borrowing Date, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct as of such earlier date; (jl) no more than 10% of the Accounts to be purchased by the Borrower may be in arrears for Loans made after the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete in all material respects on and 30-59 days as of the date last day of any month preceding such borrowing or issuanceBorrowing Date; (m) if the Interest Rate Protection Date has occurred, except the Borrower has delivered to the extent that any Agent an Interest Rate Protection Agreement; (n) on such representation or warranty relates date, the weighted average interest rate of all Eligible Accounts, after giving effect to a specific earlier date in which case all Eligible Accounts to be added on such representation or warranty date, shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable greater than or equal to any representations and warranties that already are qualified or modified by materiality in the text thereof7.25% per annum; and (ko) on such date, the fact that no material adverse change in the condition (financial or otherwise)weighed average FICO score of all Eligible Accounts, propertiesafter giving effect to all Eligible Accounts to be added on such date, business, or operations of Borrowers or any other Credit Party shall have occurred and be continuing with respect to Borrowers or any Credit Party since the date of this Agreement. Each giving of a Notice of Borrowing hereunder and each acceptance by any Borrower of the proceeds of any Loan made hereunder shall be deemed to be (y) a representation and warranty by each Borrower on the date of such notice or acceptance as to the facts specified in this Section, and (z) a restatement by each Borrower that each and every one of the representations made by it in any of the Financing Documents is true and correct all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofgreater than 530.

Conditions to Each Loan. The obligation of the Lenders to make a Loan or an advance in respect of any Loan (including the initial LoansLoans on the Closing Date), is subject to the satisfaction of the following additional conditions, each to the satisfaction of Agent and Lenders in their reasonable discretion: (a) (i) in the case of the initial borrowing of Revolving Loans, receipt by Agent of a Notice of Borrowing and the initial Borrowing Base Certificate and (ii) in the case of each subsequent borrowing of a Revolving Loan receipt by Agent of a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and updated Borrowing Base Certificateaccordance with Section 2.1(a)(i); (b) the fact that, immediately after such borrowing and after application of the proceeds thereof or after such issuance, the Revolving Loan Outstandings will not exceed the Revolving Loan Limit; (c) in the case of the initial borrowing of Revolving Loans, (i) Agent shall have completed a reasonably satisfactory field exam and all other necessary or reasonably desirable audits and appraisals with respect to Borrowing Base Collateral, the results of which are reasonably satisfactory to Agent and Lenders, and (ii) the Lockbox Activation Date shall have occurred and Agent shall have received a fully executed Lockbox Deposit Account Control Agreement; (d) [reserved]; (e) [reserved]; (f) [reserved]; (g) [reserved]; (hc) the fact that, immediately before and after such advance or issuanceadvance, no Default or Event of Default shall have occurred and be continuing; (id) for Loans made on the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete on and as of the Closing Date, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct as of such earlier date; (j) for Loans made after the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete in all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; (e) No judgments or orders for the payment of money, fines or penalties have been entered or imposed against a Credit Party by a court of competent jurisdiction or other Governmental Authority in excess of $1,000,000 (regardless of whether such judgment or order is appealable or otherwise final) unless such Credit Party has (i) paid or otherwise discharged such judgment or order, (ii) posted an appeal bond with respect to the full amount of the judgment and otherwise in accordance with the terms of this Agreement, or (iii) placed an amount of cash and Cash Equivalents equal to or greater than the amount of such judgment or order in escrow on customary terms; and (kf) the fact that Since December 31, 2019, there has been (a) no material adverse change in the condition (financial or otherwise)business, operations, properties, business, or operations financial condition of Borrowers or any other Credit Party shall have occurred and be continuing with respect to Borrowers or any Credit Party since the date of this Agreement. and (b) no fact, event or circumstance that could reasonably be expected to result in a Material Adverse Effect; Each giving of a Notice of Borrowing hereunder and each acceptance by any Borrower of the proceeds of any Loan made hereunder shall be deemed to be (y) a representation and warranty by each Borrower on the date of such notice or acceptance as to the facts specified in this Section, and (z) a restatement by each Borrower that each and every one of the representations made by it in any of the Financing Documents is true and correct all material respects on and as of the such date of such borrowing or issuance, (except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofexpressly relate solely to an earlier date).

Conditions to Each Loan. The obligation of the Lenders to make a Loan or an advance in respect of any Loan (including the initial Loans), is subject to the satisfaction of the following additional conditions: (a) (i) in the case of the initial each borrowing of Revolving Loans, receipt by Agent of a Notice of Borrowing and the initial Borrowing Base Certificate and (ii) in the case of each subsequent borrowing of a Revolving Loan receipt by Agent of a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and of an updated Borrowing Base Certificate; (bii) the fact that, immediately after such borrowing and after application of the proceeds thereof or after such issuance, the Revolving Loan Outstandings will not exceed (i) the Revolving Loan Limit; (c) in the case of the initial borrowing of Revolving Loans, (i) Agent shall have completed a reasonably satisfactory field exam and all other necessary or reasonably desirable audits and appraisals with respect to Borrowing Base Collateral, the results of which are reasonably satisfactory to Agent and Lenders, and Limit and/or (ii) the Lockbox Activation Date shall have occurred and Agent shall have received a fully executed Lockbox Deposit Account Control AgreementSenior Debt Cap; (d) [reserved]; (e) [reserved]; (f) [reserved]; (g) [reserved]; (hiii) the fact that, immediately before and after such advance or issuanceadvance, no Default or Event of Default shall have occurred and be continuing; (iiv) for Loans made on the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete on and as of the Closing Date, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct as of such earlier date; (jv) for Loans made after the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete in all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific an earlier date date, in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already are qualified or modified by materiality in the text thereof; andMACROBUTTON DocID \\4133-3995-7584 v6 MidCap / Shimmick / Credit, Security and Guaranty Agreement (kvi) the fact that no material adverse change in the condition (financial or otherwise), properties, business, or operations of Borrowers or any other Credit Party Material Adverse Effect shall have occurred and be continuing with respect to Borrowers or any Credit Party since the date of this Agreement; (vii) the fact that, immediately before and after such advance, Liquidity shall be no less than $7,500,000 on a pro forma basis; (viii) Agent has received a certificate of a Responsible Officer of the Borrower Representative, certifying (i) that the Borrowers reasonably anticipate that they will achieve each Milestone included on the Milestone Schedule on or before the Milestone Date for such Milestone and (ii) that the requested Loan is in compliance with the then-applicable Cash Flow Projection (including that the amount requested to be drawn does not exceed the cash needs reflected in then-applicable Cash Flow Projection for the two week period immediately following the proposed date of borrowing, determined after giving effect to all sources of available cash and Cash Equivalents); and (ix) the fact that, immediately before and after such advance, the Leverage Ratio shall not exceed 1.75 to 1.00 on a pro forma basis (it being understood, for the avoidance of doubt, that for purposes of such pro forma calculation, EBITDA shall be calculated as of the most recently-ended Defined Period for which the financial statements required by Section 4.1(a) have been delivered to Agent). Each giving of a Notice of Borrowing hereunder and each acceptance by any Borrower of the proceeds of any Loan made hereunder shall be deemed to be (y) a representation and warranty by each Borrower on the date of such notice or acceptance as to the facts specified in this Section, and (z) a restatement by each Borrower that each and every one of the representations made by it in any of the Financing Documents is true and correct all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific date (except to the extent that such representations and warranties expressly relate solely to an earlier date); provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already are qualified or modified by materiality in the text thereof.

Conditions to Each Loan. The obligation of the Lenders to make a Loan or an advance in respect of any Loan (including the initial Loans)Loan, is subject to the satisfaction of the following additional conditions: (a) (i) in the case of the initial borrowing of Revolving Loans, receipt by Agent of a Notice of Borrowing and the initial Borrowing Base Certificate and (ii) in the case of each subsequent borrowing of a Revolving Loan receipt by Agent of a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and updated Borrowing Base CertificateBorrowing; (b) the fact that, immediately after such borrowing and after application of the proceeds thereof or after such issuance, the Revolving Loan Outstandings will not exceed the Revolving Loan Limit; (c) in the case of the initial borrowing of Revolving Loans, (i) Agent shall have completed a reasonably satisfactory field exam and all other necessary or reasonably desirable audits and appraisals with respect to Borrowing Base Collateral, the results of which are reasonably satisfactory to Agent and Lenders, and (ii) the Lockbox Activation Date shall have occurred and Agent shall have received a fully executed Lockbox Deposit Account Control Agreement; (d) [reserved]; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) the fact that, immediately before and after such advance or issuance, no Default or Event of Default shall have occurred and be continuing; (ic) for Loans made on the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete on and as of the Closing Date, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct as of such earlier date; (j) for Loans made after the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete in all material respects on and as of the date of such borrowing or issuanceborrowing, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and; (kd) the fact that no material adverse change in the condition (financial or otherwise), properties, business, or operations of Borrowers or any other Credit Party shall have occurred and be continuing with respect to Borrowers or any Credit Party since the date of this Agreement; (e) in the case of each borrowing of the Term Loan Tranche 4 or Term Loan Tranche 5, Agent has received a duly executed Notice of Borrowing at least ten (10) Business Days prior to such proposed borrowing; (f) in the case of any borrowing of the Term Loan Tranche 4 or Term Loan Tranche 5, the most recent Compliance Certificate delivered (or required to be delivered) by Borrower pursuant to Section 4.1(i) prior to the proposed funding date for such Term Loan Tranche 4 or Term Loan Tranche 5 Loans demonstrates to Agent’s and each Lender’s satisfaction that Borrower is in compliance with the financial covenant set forth in Section 6.1 as of the most recently ended Defined Period; and (g) in the case of any borrowing of the Term Loan Tranche 4 or Term Loan Tranche 5, (A) the Term Loan Tranche 4 Activation Date or the Term Loan Tranche 5 Activation Date, as applicable, shall have occurred, (B) the Term Loan Tranche 3 shall have been funded, and (C) Agent shall have received such documents, agreements and/or instruments, opinions and certificates as it may have reasonably requested prior to funding. Each giving of a Notice of Borrowing hereunder and each acceptance by any Borrower of the proceeds of any Loan made hereunder shall be deemed to be (y) a representation and warranty by each Borrower on the date of such notice or acceptance as to the facts specified in this Section, and (z) a restatement by each Borrower that each and every one of the representations made by it in any of the Financing Documents is true and correct all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, date (except to the extent that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof.expressly relate solely to an earlier date). MidCap / Sientra / Second A&R Credit and Security Agreement (Term)

Conditions to Each Loan. The obligation of the Lenders to make a Loan or an advance in respect of any Loan (including the initial Loans), is subject to the satisfaction of the following additional conditions: (a) (i) in the case of the initial borrowing of Revolving Loans, receipt by Agent of a Notice of Borrowing and the initial Borrowing Base Certificate and (ii) in the case of each subsequent borrowing of a Revolving Loan receipt by Agent of a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and updated Borrowing Base Certificate; (b) the fact that, immediately after such borrowing and after application of the proceeds thereof or after such issuance, the Revolving Loan Outstandings will not exceed the Revolving Loan Limit; (c) the funding of the New Term Loan Tranche 1 Loans (as defined in the case of the initial borrowing of Revolving Loans, (iAffiliated Credit Agreement) Agent shall have completed a reasonably satisfactory field exam and all other necessary or reasonably desirable audits and appraisals with respect to Borrowing Base Collateral, the results of which are reasonably satisfactory to Agent and Lenders, and (ii) the Lockbox Activation Date shall have occurred and Agent shall have received a fully executed Lockbox Deposit Account Control Agreementhas occurred; (d) [reserved]with respect to the initial borrowing of the Revolving Loans, the termination of the Lockbox Post-Closing Period; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) the fact that, immediately before and after such advance or issuance, no Default or Event of Default shall have occurred and be continuing; (if) for Loans made on the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete on and as of the Closing Date, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct as of such earlier date; (j) for Loans made after the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete in all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific an earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; (g) [reserved]; (h) no cash payments have been made in respect of Permitted Convertible Debt pursuant to Section 5.5(d)(v); and (ki) the fact that no material adverse change absence of any fact, event, condition or circumstance which would reasonably be expected to result in the condition (financial or otherwise), properties, business, or operations of Borrowers or any other Credit Party shall have occurred and be continuing with respect to Borrowers or any Credit Party since the date of this Agreementa Material Adverse Effect. Each giving of a Notice of Borrowing hereunder and each acceptance by any Borrower of the proceeds of any Loan made hereunder shall be deemed to be (yx) a representation and warranty by each Borrower on the date of such notice or acceptance as to the facts specified in this Section, and (zy) a restatement by each Borrower that each and every one of the representations made by it in any of the Financing Documents is true and correct all material respects on and as of the such date of such borrowing or issuance, (except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofexpressly relate solely to an earlier date).

Conditions to Each Loan. The obligation of the Lenders to make a Loan or an advance in respect of any Loan (including the initial Loans)Loan, is subject to the satisfaction of the following additional conditions: (a) (i) in the case of the initial borrowing of Revolving Loans, receipt by Agent of a Notice of Borrowing and the initial Borrowing Base Certificate and (ii) in the case of each subsequent borrowing of a Revolving Loan receipt by Agent of a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and updated Borrowing Base CertificateBorrowing; (b) the fact that, immediately after such borrowing and after application of the proceeds thereof or after such issuance, the Revolving Loan Outstandings will not exceed the Revolving Loan Limit; (c) in the case of the initial borrowing of Revolving Loans, (i) Agent shall have completed a reasonably satisfactory field exam and all other necessary or reasonably desirable audits and appraisals with respect to Borrowing Base Collateral, the results of which are reasonably satisfactory to Agent and Lenders, and (ii) the Lockbox Activation Date shall have occurred and Agent shall have received a fully executed Lockbox Deposit Account Control Agreement; (d) [reserved]; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) the fact that, immediately before and after such advance or issuance, no Default or Event of Default shall have occurred and be continuing; (ic) for Loans made on the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete on and as of the Closing Date, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct as of such earlier date; (j) for Loans made after the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete in all material respects on and as of the date of such borrowing or issuanceborrowing, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; andMidCap / Sientra / A&R Credit and Security Agreement (Xxxx) \XX - 000000/000000 - 00000000 x00 (kx) the fact that no material adverse change in the condition (financial or otherwise), properties, business, or operations of Borrowers or any other Credit Party shall have occurred and be continuing with respect to Borrowers or any Credit Party since the date of this Agreement; (e) in the case of each borrowing of the Term Loan Tranche 3 or Term Loan Tranche 4, Agent has received a duly executed Notice of Borrowing at least ten (10) Business Days prior to such proposed borrowing; (f) in the case of a borrowing of the Term Loan Tranche 3, Agent and Lenders have received a Compliance Certificate delivered in accordance with Section 4.1, and such other documentation and information as Agent or Required Lenders may reasonably request, evidencing to Agent’s and Required Lenders’ reasonable satisfaction that Borrowers’ consolidated Net Revenue for the twelve (12) month period ending on the last day of the month immediately preceding the date on which the Term Loan Tranche 3 is to be borrowed is greater than or equal to $100,000,000; (g) in the case of any borrowing of the Term Loan Tranche 4, Agent and Lenders have received such documentation and information as Agent or any Lender may reasonably request and such information and documentation shall be satisfactory to Agent and each Lender; and (h) in the case of any borrowing of the Term Loan Tranche 3 or Term Loan Tranche 4, (A) the Term Loan Tranche 3 Activation Date or the Term Loan Tranche 4 Activation Date, as applicable, shall have occurred, (B) the Term Loan Tranche 2 shall have been funded, and (C) Agent shall have received such document, agreement and/or instrument, opinions and certificates as it may have reasonably requested prior to funding. Each giving of a Notice of Borrowing hereunder and each acceptance by any Borrower of the proceeds of any Loan made hereunder shall be deemed to be (y) a representation and warranty by each Borrower on the date of such notice or acceptance as to the facts specified in this Section, and (z) a restatement by each Borrower that each and every one of the representations made by it in any of the Financing Documents is true and correct all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, date (except to the extent that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofexpressly relate solely to an earlier date).

Conditions to Each Loan. The obligation of the Lenders each Lender to make a each Term Loan or an advance in respect of any Loan (requested to be made by it, including the its initial Loans)Term Loan, is subject to the satisfaction determination of such Lender, in its sole and absolute discretion, that each of the following additional conditionsconditions has been fulfilled: (a) the Agent shall have received an officer's certificate, dated the Delivery Date, satisfactory to the Agent and the Lenders relating to the matters referred to in clauses (i) in the case of the initial borrowing of Revolving Loans), receipt by Agent of a Notice of Borrowing and the initial Borrowing Base Certificate and (ii) in the case of each subsequent borrowing of a Revolving Loan receipt by Agent of a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and updated Borrowing Base CertificateSection 2.01(a); (b) the fact that, immediately after such borrowing and after application Agent shall have received each of the proceeds thereof or after following: (i) a duly executed copy of the Secured Credit Agreement Supplement; (ii) a duly executed Note for each Lender in respect of the Term Loan to be made by such issuanceLender in connection with the Aircraft; (iii) a duly executed copy of the Mortgage, the Revolving Loan Outstandings will not exceed Mortgage Supplement and each previously delivered Mortgage Supplement, if any; (iv) a duly executed copy of the Revolving Loan LimitConsent and Agreement and the Engine Consent and Agreement; (v) a copy of the Warranty Bxxx of Sale and the FAA Bxxx of Sale; (vi) evidence that the Mortgage, each Mortgage Supplement and the FAA Bxxx of Sale have been duly filed with the FAA; (vii) a certified copy of the Clauses 12 and 13 of the Purchase Agreement and a certified copy of Section 2 of Exhibit B to the Engine Agreement; (viii) either (A) such UCC-1 financing statements and other documents as the Agent may request, the filing or recordation of which is necessary or appropriate in the Agent's determination to create or perfect a security interest in the Collateral under Applicable Law, or (B) evidence of the filing or recordation of the same in such offices as the Agent shall have specified; (ix) evidence that the Aircraft has been duly certified by the FAA as to type and airworthiness and has a current, valid U.S. standard certificate of airworthiness issued by the FAA or an export certificate of airworthiness for the United States issued by the German Federal Civil Aviation Administration; (x) evidence that the application for registration of the Aircraft in the name of the Borrower has been duly made with the FAA; (xi) an opinion of Daugherty, Fowler, Peregrin & Hxxxxx, special counsel in Oklahoma City, Oklahoma, dated the Delivery Date, in form and substance satisfactory to the Agent and the Lenders; (xii) an opinion of counsel for the Borrower, dated the Delivery Date, in form and substance satisfactory to the Agent and the Lenders; (xiii) an opinion of in-house counsel of the Borrower, dated the Delivery Date, in form and substance satisfactory to the Agent and the Lenders; (xiv) an opinion of in-house counsel of AVSA, dated the Delivery Date, in form and substance satisfactory to the Agent and the Lenders; (xv) an opinion of counsel for the Agent, dated the Delivery Date, in form and substance satisfactory to the Agent and the Lenders; (xvi) an insurance broker's report from a Qualified Insurance Broker, and certificates of insurance as to the due compliance with the terms of Article V of the Mortgage relating to insurance with respect to the Aircraft; (xvii) evidence that all Buyer Furnished Equipment other than Inflight Equipment has been purchased and installed in the Aircraft; (xviii) such additional materials as any Lender may have requested pursuant to Section 5.01(e); (c) the Agent shall be satisfied that any required license, and all customs formalities, relating to the import of the Aircraft in the case United States of America have been or will be obtained or complied with; (d) the Agent shall be satisfied that the Borrower has received good and marketable title to the Aircraft, free and clear of all Liens (other than the Lien of the initial borrowing Mortgage) and that the Mortgage creates a valid, perfected, first priority security interest and Lien in and on the Aircraft being delivered on the Delivery Date therefor and each previously delivered Aircraft and Leveraged Lease Aircraft, if any; (e) all fees payable on or prior to the requested date of Revolving Loanssuch Loan pursuant to Section 1.08, (i) and all amounts payable pursuant to Section 9.02 for which invoices have been delivered to the Borrower on or prior to such date, shall have been paid in full or arrangements satisfactory to the Agent shall have completed a reasonably satisfactory field exam and all other necessary or reasonably desirable audits and appraisals been made to cause them to be paid in full concurrently with respect the disbursement of the proceeds of the Loans to Borrowing Base Collateral, the results of which are reasonably satisfactory to Agent and Lenders, and be made on such date; (iif) the Lockbox Activation Date shall have occurred and Agent shall have received a fully executed Lockbox Deposit Account Control Agreement; (d) [reserved]; (e) [reserved]; (f) [reserved]notice of borrowing with respect to such Loan complying with the requirements of Section 1.02; (g) [reserved]each Loan Document Representation and Warranty shall be true and correct at and as of the time such Loan is to be made, both with and without giving effect to such Loan or from the application of the proceeds thereof; (h) the fact that, immediately before and after such advance or issuance, no Default or Event of Default shall have occurred and be continuingcontinuing at the time such Loan is to be made or would result from the making of such Loan or from the application of the proceeds thereof; (i) for Loans made on no Event of Loss (or event which with the Closing Date, the fact that the representations and warranties passage of each Credit Party contained in the Financing Documents shall be true, correct and complete on and as time would become an Event of the Closing Date, except Loss) with respect to the extent that Airframe or any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct as of such earlier date;Engine has occurred; and (j) for Loans made after the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete in all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and (k) the fact that no material adverse change in the condition (of the financial or otherwise), properties, business, or operations of Borrowers or any other Credit Party markets shall have occurred such that funds are not available to any Lender and the Term Loan to be continuing with respect to Borrowers or any Credit Party since the date of this Agreement. Each giving of a Notice of Borrowing hereunder and each acceptance made by any Borrower of the proceeds of Lender will not contravene any Loan made hereunder shall be deemed to be (y) a representation and warranty by each Borrower on the date of such notice or acceptance as to the facts specified in this Section, and (z) a restatement by each Borrower that each and every one of the representations made by it in any of the Financing Documents is true and correct all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be Applicable Law applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofsuch Lender.

Conditions to Each Loan. The obligation of the Lenders to make a Loan or an advance in respect of any Loan (including the initial Loans)Loan, is subject to the satisfaction of the following additional conditions: (a) (i) in the case of the initial borrowing of Revolving Loans, receipt by Agent of a Notice of Borrowing and the initial Borrowing Base Certificate and (ii) in the case of each subsequent borrowing of a Revolving Loan receipt by Agent of a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and updated Borrowing Base CertificateBorrowing; (b) the fact that, immediately after such borrowing and after application of the proceeds thereof or after such issuance, the Revolving Loan Outstandings will not exceed the Revolving Loan Limit; (c) in the case of the initial borrowing of Revolving Loans, (i) Agent shall have completed a reasonably satisfactory field exam and all other necessary or reasonably desirable audits and appraisals with respect to Borrowing Base Collateral, the results of which are reasonably satisfactory to Agent and Lenders, and (ii) the Lockbox Activation Date shall have occurred and Agent shall have received a fully executed Lockbox Deposit Account Control Agreement; (d) [reserved]; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) the fact that, immediately before and after such advance or issuance, no Default or Event of Default shall have occurred and be continuing; (ic) for Loans made on the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete on and as of the Closing Date, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct as of such earlier date; (jd) for Loans made after the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete in all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and; (ke) the fact that no material adverse change in the condition (financial or otherwise), properties, business, or operations of Borrowers or any other Credit Party shall have occurred and be continuing with respect to Borrowers or any Credit Party since the date of this Agreement; (f) in the case of any borrowing of the Term Loan Tranche 2, Agent has received a duly executed Notice of Borrowing at least fifteen (15) days prior to such proposed borrowing; (g) in the case of any borrowing of the Term Loan Tranche 2, the Term Loan Tranche 2 Activation Date shall have occurred and Agent shall have received such document, agreement and/or instrument, opinions and certificates as it may have reasonably requested prior to funding; and (h) the continued compliance by Borrowers with all of the terms, covenants and conditions of Article 8 and, unless Agent shall elect otherwise from time to time, the absence of any fact, event or circumstance for which Borrower is required to give Agent notice under Article 8. Each giving of a Notice of Borrowing hereunder and each acceptance by any Borrower of the proceeds of any Loan made hereunder shall be deemed to be (y) a representation and warranty by each Borrower on the date of such notice or acceptance as to the facts specified in this Section, and (z) a restatement by each Borrower that each and every one of the representations made by it in any of the Financing Documents is true and correct all material respects on and as of the such date of such borrowing or issuance, (except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofexpressly relate solely to an earlier date).

Conditions to Each Loan. The obligation of the Lenders to make a Loan or an advance in respect of any Loan (including the initial Loans), is subject to the satisfaction of the following additional conditions: (a) (i) in the case of the initial each borrowing of Revolving Loans, receipt by Agent of a Notice of Borrowing and the initial an updated Borrowing Base Certificate Certificate, and (ii) in the case of each subsequent borrowing of a Revolving Term Loan advance, receipt by Agent and Term Loan Servicer of a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and updated Borrowing Base Certificatein accordance with the provisions of Section 2.1(a)(ii); (b) the fact that, immediately after such borrowing and after application of the proceeds thereof or after such issuancethereof, the Revolving Loan Outstandings will not exceed the Revolving Loan Limit; (c) in the case of the initial borrowing of Revolving Loans, (i) Agent shall have completed a reasonably satisfactory field exam and all other necessary or reasonably desirable audits and appraisals with respect to Borrowing Base Collateral, the results of which are reasonably satisfactory to Agent and Lenders, and (ii) the Lockbox Activation Date shall have occurred and Agent shall have received a fully executed Lockbox Deposit Account Control Agreement; (d) [reserved]; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) the fact that, immediately before and after such advance or issuanceadvance, no Default or Event of Default shall have occurred and be continuing; (id) for Loans made on the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete in all material respects on and as of the Closing Date, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct as of such earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; (je) for Loans made after the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete in all material respects on and as of the date of such borrowing or issuanceborrowing, except to the extent that any such representation or warranty relates to a specific earlier date date, in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and (kf) the fact that no material adverse change in the condition (financial or otherwise), properties, business, or operations of Borrowers or any other Credit Party shall have occurred and be continuing with respect to Borrowers or any Credit Party since the date Closing Date, the absence of this Agreementany fact, event or circumstance that could reasonably be expected to result in a Material Adverse Effect. Each giving of a Notice of Borrowing hereunder and each acceptance by any Borrower of the proceeds of any Loan made hereunder shall be deemed to be (y) a representation and warranty by each Borrower Credit Party on the date of such notice or acceptance as to the facts specified in this Section, and (z) a restatement by each Borrower Credit Party that each and every one of the representations made by it in any of the Financing Documents is true and correct all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific date (except to the extent that such representations and warranties expressly relate solely to an earlier date); provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof.

Conditions to Each Loan. The obligation of the Lenders to make a Loan or an advance in respect of any Loan (including the initial Loans), is subject to the satisfaction of the following additional conditions: (a) (i) in the case of the initial borrowing of Revolving Loans, receipt by Agent of a Notice of Borrowing and the initial Borrowing Base Certificate and (ii) in the case of each subsequent borrowing of a Revolving Loan Loan, receipt by Agent of a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and an updated Borrowing Base Certificate; (b) the satisfaction by Borrowers of the post-closing obligations set forth in paragraph (1) of Schedule 7.4 and the termination of the Lockbox Post-Closing Period; (c) the fact that, immediately after such borrowing and after application of the proceeds thereof or after such issuance, the Revolving Loan Outstandings will not exceed the Revolving Loan Limit; (c) in the case of the initial borrowing of Revolving Loans, (i) Agent shall have completed a reasonably satisfactory field exam and all other necessary or reasonably desirable audits and appraisals with respect to Borrowing Base Collateral, the results of which are reasonably satisfactory to Agent and Lenders, and (ii) the Lockbox Activation Date shall have occurred and Agent shall have received a fully executed Lockbox Deposit Account Control Agreement; (d) [reserved]; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) the fact that, immediately before and after such advance or issuance, no Default or Event of Default shall have occurred and be continuing; (ie) for Loans made on the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete on and as of the Closing Date, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct as of such earlier date; (jf) for Loans made after the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete in all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific an earlier date date, in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and (kg) the fact that no material adverse change in the condition (financial or otherwise), properties, business, or operations of Borrowers or any other Credit Party shall have occurred and be continuing with respect to Borrowers or any Credit Party since the date of this Agreement. Each giving of a Notice of Borrowing hereunder and each acceptance by any Borrower of the proceeds of any Loan made hereunder shall be deemed to be (y) a representation and warranty by each Borrower Credit Party on the date of such notice or acceptance as to the facts specified in this Section, and (z) a restatement by each Borrower Credit Party that each and every one of the representations made by it in any of the Financing Documents is true and correct all material respects on and as of the such date of such borrowing or issuance, (except to the extent that any such representation or warranty relates representations and warranties expressly relate solely to a specific an earlier date in which case such representation or warranty shall be true and correct date) in all material respects as of such specific earlier daterespects; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof.. MidCap / Cerus / Credit, Security and Guaranty Agreement (Revolving Loan) 202312840 v5

Conditions to Each Loan. The obligation of the Lenders to make a Loan or an advance in respect of any Loan (including the initial Loans)Loan, is subject to the satisfaction of the following additional conditions: (a) (i) in the case of the initial any borrowing of Revolving Loansthe Term Loan Tranche 2, receipt by the Term Loan Tranche 2 Activation Date has occurred Agent of has received a duly executed Notice of Borrowing and the initial Borrowing Base Certificate and at least fifteen (ii15) in the case of each subsequent borrowing of a Revolving Loan receipt by Agent of a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and updated Borrowing Base CertificateBusiness Days prior to such proposed borrowing; (b) the fact that, immediately after such borrowing and after application of the proceeds thereof or after such issuance, the Revolving Loan Outstandings will not exceed the Revolving Loan Limit; (c) in the case of the initial borrowing of Revolving Loans, (i) Agent shall have completed a reasonably satisfactory field exam and all other necessary or reasonably desirable audits and appraisals with respect to Borrowing Base Collateral, the results of which are reasonably satisfactory to Agent and Lenders, and (ii) the Lockbox Activation Date shall have occurred and Agent shall have received a fully executed Lockbox Deposit Account Control Agreement; (d) [reserved]; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) the fact that, immediately before and after such advance or issuanceadvance, no Default or Event of Default shall have occurred and be continuing; (ic) for Loans made on the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete on and as of the Closing Date, except to the extent that any such representation or warranty relates to a specific date (in which case such representation or warranty shall be true and correct as of such earlier date); (jd) for Loans made after the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete in all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and (ke) the fact that no material adverse change in the condition (financial or otherwise), properties, business, or operations of Borrowers or any other Credit Party shall have occurred and be continuing with respect to Borrowers or any Credit Party since the date of this AgreementClosing Date, no event has occurred which would be reasonably likely to have a Material Adverse Effect. Each giving of a Notice of Borrowing hereunder and each acceptance by any Borrower of the proceeds of any Loan made hereunder shall be deemed to be (y) a representation and warranty by each Borrower on the date of such notice or acceptance as to the facts satisfaction of the conditions specified in this Section, and (z) a restatement by each Borrower that each and every one of the representations made by it in any of the Financing Documents is true and correct all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof.

Conditions to Each Loan. The obligation of the Lenders to make a Loan or an advance in respect of any Loan (including the initial Loans), is subject to the satisfaction of the following additional conditions: (aA) (i) in the case of the initial borrowing of Revolving Loans, receipt by Agent of a Notice of Borrowing and the initial Borrowing Base Certificate and (ii) in the case of each subsequent borrowing of a Revolving Loan receipt by Agent of a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and updated Borrowing Base Certificateaccordance with Section 2.1(a)(i); (b) the fact that, immediately after such borrowing and after application of the proceeds thereof or after such issuance, the Revolving Loan Outstandings will not exceed the Revolving Loan Limit; (c) in the case of the initial borrowing of Revolving Loans, (i) Agent shall have completed a reasonably satisfactory field exam and all other necessary or reasonably desirable audits and appraisals with respect to Borrowing Base Collateral, the results of which are reasonably satisfactory to Agent and Lenders, and (ii) the Lockbox Activation Date shall have occurred and Agent shall have received a fully executed Lockbox Deposit Account Control Agreement; (d) [reserved]; (e) [reserved]; (f) [reserved]; (g) [reserved]; (hB) the fact that, immediately before and after such advance or issuance, no Default or Event of Default shall have occurred and be continuing; (iC) for Loans made on the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete on and as of the Closing Date, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct as of such earlier date; (jD) for Loans made after the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete in all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; (E) with respect to Term Loan Tranche 3 Loans, the Term Loan Tranche 3 Activation Date has occurred; (F) with respect to Term Loan Tranche 3 Loans, the most recent Compliance Certificate delivered (or required to be delivered) by Borrower pursuant to Section 4.1(i) prior to the proposed funding date for Term Loan Tranche 3 Loans demonstrates to Agent’s and each Lender’s satisfaction that Borrower is in compliance with the financial covenant set forth in Section 6.1 as of the most recently ended Defined Period; and (kG) the fact that no material adverse change in the condition (financial or otherwise), properties, business, or operations of Borrowers or any other Credit Party shall have occurred and be continuing with respect to Borrowers or any Credit Party since the date of this Agreement. Each giving of a Notice of Borrowing hereunder and each acceptance by any Borrower of the proceeds of any Loan made hereunder shall be deemed to be (y) a representation and warranty by each Borrower on the date of such notice or acceptance as to the facts specified in this Section, and (z) a restatement by each Borrower that each and every one of the representations made by it in any of the Financing Documents is true and correct all material respects on and as of the such date of such borrowing or issuance, (except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofexpressly relate solely to an earlier date).

Conditions to Each Loan. The obligation of the Lenders to make a Loan or an advance in respect of any Loan (including the initial Loans)Loan, is subject to the satisfaction of the following additional conditions: (a) (i) in the case of the initial borrowing of Revolving Loans, receipt by Agent of a Notice of Borrowing and the initial Borrowing Base Certificate and (ii) in the case of each subsequent borrowing of a Revolving Loan Borrowing, receipt by Agent of a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and updated Borrowing Base Certificate; (b) the fact that, immediately after such borrowing and after application of the proceeds thereof or after such issuance, the Revolving Loan Outstandings will not exceed the Revolving Loan Limit; (c) in the case of the initial borrowing of Revolving Loans, (i) Agent shall have completed a reasonably satisfactory field exam and all other necessary or reasonably desirable audits and appraisals with respect to Borrowing Base Collateral, the results of which are reasonably satisfactory to Agent and Lenders, and (ii) the Lockbox Activation Date shall have occurred and Agent shall have received a fully executed Lockbox Deposit Account Control Agreement; (d) [reserved]; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) the fact that, immediately before and after such advance or issuance, no Default or Event of Default shall have occurred and be continuing; (id) for Loans made on the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete on and as of the Closing Date, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct as of such earlier date; (j) for Loans made after the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete in all material respects (or in all respects if such representation, warranty, certification or statement is by its terms already qualified as to materiality) on and as of the date of such borrowing or issuanceborrowing, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true true, correct and correct complete in all material respects as of such specific earlier date; provideddate (or in all respects if such representation, howeverwarranty, in each case, such materiality qualifier shall not be applicable certification or statement is by its terms already qualified as to any representations and warranties that already are qualified or modified by materiality in the text thereof; andmateriality) ; (ke) the fact that no material adverse change in the condition (financial or otherwise), properties, business, prospects, or operations of Borrowers or any other Credit Party shall have occurred and be continuing with respect to Borrowers or any Credit Party since the date of this Agreement; and (f) the continued compliance by Borrowers with all of the terms, covenants and conditions of Article 8 and, unless Agent shall elect otherwise from time to time, the absence of any fact, event or circumstance for which Borrower is required to give Agent notice under Article 8. Each giving of a Notice of Borrowing hereunder and each acceptance by any Borrower of the proceeds of any Loan made hereunder shall be deemed to be (y) a representation and warranty by each Borrower on the date of such notice or acceptance as to the facts specified in this Section, and (z) a restatement by each Borrower that each and every one of the representations made by it in any of the Financing Documents is true and correct all material respects on and as of the such date of such borrowing or issuance, (except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofexpressly relate solely to an earlier date).

Conditions to Each Loan. The obligation of the Lenders to make a Loan or an advance in respect of any Loan (including the initial Initial Term Loans), is subject to the satisfaction of the following additional conditions: (a) [reserved]; (ib) in the case of the initial borrowing of Revolving Loans, [reserved]; (c) receipt by Agent of a Notice of Borrowing and in accordance with the initial Borrowing Base Certificate and (ii) in the case provisions of each subsequent borrowing of a Revolving Loan receipt by Agent of a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and updated Borrowing Base Certificate; (b) the fact that, immediately after such borrowing and after application of the proceeds thereof or after such issuance, the Revolving Loan Outstandings will not exceed the Revolving Loan Limit; (c) in the case of the initial borrowing of Revolving Loans, (i) Agent shall have completed a reasonably satisfactory field exam and all other necessary or reasonably desirable audits and appraisals with respect to Borrowing Base Collateral, the results of which are reasonably satisfactory to Agent and Lenders, and (ii) the Lockbox Activation Date shall have occurred and Agent shall have received a fully executed Lockbox Deposit Account Control AgreementSection 2.1; (d) [reserved]; (e) [reserved]; (f) [reserved]; (g) with respect to any Delayed Draw Term Loan Borrowing, (i) Agent and the Lenders has received evidence that demonstrates to Agent’s and each Lender’s satisfaction that Borrower is in compliance with the financial covenants set forth in Article 6 as of the funding date for such Delayed Draw Term Loans, and (ii) Borrower has delivered to Agent and the Lenders a certificate of a Responsible Officer of Borrower certifying to the condition contained in clause (i) above and that no Default or Event of Default shall have occurred and be continuing; (h) [reserved]; (hi) the fact that, immediately before and after such advance or issuanceadvance, no Default or Event of Default shall have occurred and be continuing; (i) for Loans made on the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete on and as of the Closing Date, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct as of such earlier date; (j) for Loans made after the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete in all material respects on and as of the date of such borrowing or issuanceborrowing, except to the extent that any such representation or warranty relates to a specific earlier date date, in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; (k) as determined by the Lenders there has not been any material adverse deviation by Credit Parties and their Subsidiaries from the final financial projections delivered by Borrower to Agent and Lenders prior to the Closing Date; and (kl) the fact that no material adverse change in the condition (financial or otherwise), properties, business, prospects, or operations of Borrowers or any other Credit Party shall have occurred and be continuing with respect to Borrowers or any Credit Party since the date of this Agreement. Each giving of a Notice of Borrowing hereunder and each acceptance by any Borrower of the proceeds of any Loan made hereunder shall be deemed to be (y) a representation and warranty by each Borrower Credit Party on the date of such notice or acceptance as to the facts specified in this Section, and (z) a restatement by each Borrower Credit Party that each and every one of the representations made by it in any of the Financing Documents is true and correct all material respects on and as of the such date of such borrowing or issuance, (except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofexpressly relate solely to an earlier date).

Conditions to Each Loan. The obligation of the Lenders each Lender to make a each Term Loan or an advance in respect of any Loan (requested to be made by it, including the its initial Loans)Term Loan, is subject to the satisfaction determination of such Lender, in its sole and absolute discretion, that each of the following additional conditionsconditions has been fulfilled: (a) the Agent shall have received an officer's certificate, dated the Delivery Date, satisfactory to the Agent and the Lenders relating to the matters referred to in clauses (i) in the case of the initial borrowing of Revolving Loans), receipt by Agent of a Notice of Borrowing and the initial Borrowing Base Certificate and (ii) in the case of each subsequent borrowing of a Revolving Loan receipt by Agent of a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and updated Borrowing Base CertificateSection 2.01(a); (b) the fact that, immediately after such borrowing and after application Agent shall have received each of the proceeds thereof or after following: (i) a duly executed copy of the Secured Credit Agreement Supplement; (ii) a duly executed Note for each Lender in respect of the Term Loan to be made by such issuanceLender in connection with the Aircraft; (iii) a duly executed copy of the Mortgage, the Revolving Loan Outstandings will not exceed Mortgage Supplement and each previously delivered Mortgage Supplement, if any; (iv) a duly executed copy of the Revolving Loan LimitConsent and Agreement and the Engine Consent and Agreement; (v) a copy of the Warranty Bill of Sale and the FAA Bill of Sale; (vi) evidence that txx Xortgage, each Mortgage Supplement and the FAA Bill of Sale have been duly filed with the FAA; (vii) a certified copy of the Clauses 12 and 13 of the Purchase Agreement and a certified copy of Section 2 of Exhibit B to the Engine Agreement; (viii) either (A) such UCC-1 financing statements and other documents as the Agent may request, the filing or recordation of which is necessary or appropriate in the Agent's determination to create or perfect a security interest in the Collateral under Applicable Law, or (B) evidence of the filing or recordation of the same in such offices as the Agent shall have specified; (ix) evidence that the Aircraft has been duly certified by the FAA as to type and airworthiness and has a current, valid U.S. standard certificate of airworthiness issued by the FAA or an export certificate of airworthiness for the United States issued by the German Federal Civil Aviation Administration; (x) evidence that the application for registration of the Aircraft in the name of the Borrower has been duly made with the FAA; (xi) an opinion of Daugherty, Fowler, Peregrin & Haught, special counsel in Oklahoma City, Oklaxxxx, dated the Delivery Date, in form and substance satisfactory to the Agent and the Lenders; (xii) an opinion of counsel for the Borrower, dated the Delivery Date, in form and substance satisfactory to the Agent and the Lenders; (xiii) an opinion of in-house counsel of the Borrower, dated the Delivery Date, in form and substance satisfactory to the Agent and the Lenders; (xiv) an opinion of in-house counsel of AVSA, dated the Delivery Date, in form and substance satisfactory to the Agent and the Lenders; (xv) an opinion of counsel for the Agent, dated the Delivery Date, in form and substance satisfactory to the Agent and the Lenders; (xvi) an insurance broker's report from a Qualified Insurance Broker, and certificates of insurance as to the due compliance with the terms of Article V of the Mortgage relating to insurance with respect to the Aircraft; (xvii) evidence that all Buyer Furnished Equipment other than Inflight Equipment has been purchased and installed in the Aircraft; (xviii) such additional materials as any Lender may have requested pursuant to Section 5.01(e); (c) the Agent shall be satisfied that any required license, and all customs formalities, relating to the import of the Aircraft in the case United States of America have been or will be obtained or complied with; (d) the Agent shall be satisfied that the Borrower has received good and marketable title to the Aircraft, free and clear of all Liens (other than the Lien of the initial borrowing Mortgage) and that the Mortgage creates a valid, perfected, first priority security interest and Lien in and on the Aircraft being delivered on the Delivery Date therefor and each previously delivered Aircraft and Leveraged Lease Aircraft, if any; (e) all fees payable on or prior to the requested date of Revolving Loanssuch Loan pursuant to Section 1.08, (i) and all amounts payable pursuant to Section 9.02 for which invoices have been delivered to the Borrower on or prior to such date, shall have been paid in full or arrangements satisfactory to the Agent shall have completed a reasonably satisfactory field exam and all other necessary or reasonably desirable audits and appraisals been made to cause them to be paid in full concurrently with respect the disbursement of the proceeds of the Loans to Borrowing Base Collateral, the results of which are reasonably satisfactory to Agent and Lenders, and be made on such date; (iif) the Lockbox Activation Date shall have occurred and Agent shall have received a fully executed Lockbox Deposit Account Control Agreement; (d) [reserved]; (e) [reserved]; (f) [reserved]notice of borrowing with respect to such Loan complying with the requirements of Section 1.02; (g) [reserved]each Loan Document Representation and Warranty shall be true and correct at and as of the time such Loan is to be made, both with and without giving effect to such Loan or from the application of the proceeds thereof; (h) the fact that, immediately before and after such advance or issuance, no Default or Event of Default shall have occurred and be continuingcontinuing at the time such Loan is to be made or would result from the making of such Loan or from the application of the proceeds thereof; (i) for Loans made on no Event of Loss (or event which with the Closing Date, the fact that the representations and warranties passage of each Credit Party contained in the Financing Documents shall be true, correct and complete on and as time would become an Event of the Closing Date, except Loss) with respect to the extent that Airframe or any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct as of such earlier date;Engine has occurred; and (j) for Loans made after the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete in all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and (k) the fact that no material adverse change in the condition (of the financial or otherwise), properties, business, or operations of Borrowers or any other Credit Party markets shall have occurred such that funds are not available to any Lender and the Term Loan to be continuing with respect to Borrowers or any Credit Party since the date of this Agreement. Each giving of a Notice of Borrowing hereunder and each acceptance made by any Borrower of the proceeds of Lender will not contravene any Loan made hereunder shall be deemed to be (y) a representation and warranty by each Borrower on the date of such notice or acceptance as to the facts specified in this Section, and (z) a restatement by each Borrower that each and every one of the representations made by it in any of the Financing Documents is true and correct all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be Applicable Law applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofsuch Lender.

Conditions to Each Loan. The obligation Except as otherwise expressly provided herein, no Lender shall be obligated to make any Term Loan related to a Facility on or after the Closing Date, if, as of the Lenders to make a Loan or an advance in respect funding date of any Loan (including the initial Loans), is subject to the satisfaction of the following additional conditionssuch Term Loan: (a) (i) in the case of the initial borrowing of Revolving Loans, receipt any representation or warranty by Agent of a Notice of Borrowing and the initial Borrowing Base Certificate and (ii) in the case of each subsequent borrowing of a Revolving Loan receipt by Agent of a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and updated Borrowing Base Certificate; (b) the fact that, immediately after such borrowing and after application of the proceeds thereof or after such issuance, the Revolving Loan Outstandings will not exceed the Revolving Loan Limit; (c) in the case of the initial borrowing of Revolving Loans, (i) Agent shall have completed a reasonably satisfactory field exam and all other necessary or reasonably desirable audits and appraisals with respect to Borrowing Base Collateral, the results of which are reasonably satisfactory to Agent and Lenders, and (ii) the Lockbox Activation Date shall have occurred and Agent shall have received a fully executed Lockbox Deposit Account Control Agreement; (d) [reserved]; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) the fact that, immediately before and after such advance or issuance, no Default or Event of Default shall have occurred and be continuing; (i) for Loans made on the Closing Date, the fact that the representations and warranties of each any Credit Party or LTF contained herein or in the Financing Documents shall be trueany other Loan Document, correct and complete on and as applicable, is untrue or incorrect as of the Closing Datesuch date, except to the extent that any such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or expressly contemplated by this Agreement, and Agent or Requisite Lenders have determined not to make such Term Loan as a specific date in which case result of the fact that such warranty or representation is untrue or warranty shall be true and correct as of such earlier dateincorrect; (jb) for Loans made after any event or circumstance having a Material Adverse Effect has occurred since the Closing Datedate hereof as determined by the Requisite Lenders and Agent, and Requisite Lenders have determined not to make such Term Loan as a result of the fact that the representations such event or circumstance has occurred; (c) any Default or Event of Default has occurred and warranties of each Credit Party contained in the Financing Documents shall be trueis continuing or would result after giving effect to such Term Loan, correct and complete in all material respects on and as Agent or Requisite Lenders have determined or, if GE Capital has at least 66 2/3% of the date Commitments of all Lenders, any Lender has determined not to make such borrowing Term Loan as a result of that Default or issuance, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as Event of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; andDefault; (kd) after giving effect to such Term Loan, the outstanding principal amount of the Term Loans would exceed the Maximum Amount; or (e) the fact that no material adverse change conditions to funding such Term Loan set forth in the condition (financial or otherwise), properties, business, or operations of Borrowers or any other Credit Party shall Section 1.1(a) have occurred not been met. The request and be continuing with respect to Borrowers or any Credit Party since the date of this Agreement. Each giving of a Notice of Borrowing hereunder and each acceptance by any Borrower of the proceeds of any Term Loan made hereunder shall be deemed to be constitute, as of the date thereof, (yi) a representation and warranty by each Borrower on Borrowers that the date of such notice or acceptance as to the facts specified conditions in this SectionSection 2.2 have been satisfied, and (zii) a restatement an affirmation by each Borrower that each and every one Borrowers of the representations made and warranties contained in the Loan Documents and Related Transactions Documents delivered pursuant to the Facility Funding Checklist and (ii) a reaffirmation by it in any Borrowers of the Financing Documents is true cross-guaranty provisions set forth in Section 12 and correct all material respects on and as of the date granting and continuance of such borrowing or issuanceAgent's Liens, except on behalf of itself and Lenders, pursuant to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofCollateral Documents.

Conditions to Each Loan. The obligation of the Lenders to make a Loan or an advance in respect of any Loan (including the initial Loans)Loan, is subject to the satisfaction of the following additional conditions: (a) (i) in the case of the initial borrowing of Revolving Loans, receipt by Agent of a Notice of Borrowing and the initial Borrowing Base Certificate and (ii) in the case of each subsequent borrowing of a Revolving Loan receipt by Agent of a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and updated Borrowing Base Certificate; (b) the fact that, immediately after such borrowing and after application of the proceeds thereof or after such issuance, the Revolving Loan Outstandings will not exceed the Revolving Loan Limit; (c) in the case of the initial borrowing of Revolving Loans, (i) Agent shall have completed a reasonably satisfactory field exam and all other necessary or reasonably desirable audits and appraisals with respect to Borrowing Base Collateral, the results of which are reasonably satisfactory to Agent and Lenders, and (ii) the Lockbox Activation Date shall have occurred and Agent shall have received a fully executed Lockbox Deposit Account Control Agreement; (d) [reserved]; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) the fact that, immediately before and after such advance or issuance, no Default or Event of Default shall have occurred and be continuing; (ib) for Loans made on the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete on and as of the Closing Date, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct as of such earlier date; (jc) for Loans made after the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete in all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and; (kd) the fact that no material adverse change in the condition (financial or otherwise)condition, properties, business, or operations of Borrowers or any other Credit Party shall have occurred and be continuing with respect to Borrowers or any Credit Party since the date of this AgreementAgreement and be reasonably likely to result in a Material Adverse Effect; (e) in the case of any borrowing of the Term Loan Tranche 2, Agent has received a duly executed Notice of Borrowing at least fifteen (15) days prior to such proposed borrowing; (f) in the case of any borrowing of the Term Loan Tranche 2, Agent has received a Compliance Certificate delivered in accordance with Section 4.1, and such other documentation and information as Agent may reasonably request, evidencing to Agent’s reasonable satisfaction that Borrower’s Net Product Revenue for the twelve (12) month period immediately preceding such date is greater than or equal to $120,000,000; and (g) in the case of any borrowing of the Term Loan Tranche 2, Agent shall have received such document, agreement and/or instrument, opinions and certificates as it may have reasonably requested prior to funding. Each giving of a Notice of Borrowing hereunder and each acceptance by any Borrower of the proceeds of any Loan made hereunder shall be deemed to be (y) a representation and warranty by each Borrower on the date of such notice or acceptance as to the facts satisfaction of the conditions specified in this SectionSection 7.2, and (z) a restatement by each Borrower that each and every one of the representations made by it in any of the Financing Documents is true and correct all material respects on and as of the such date of such borrowing or issuance, (except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofexpressly relate solely to an earlier date).

Conditions to Each Loan. The obligation of the Lenders to make a Loan or an advance in respect of any Loan (including the initial Loans), is subject to the satisfaction of the following additional conditions: (a) (i) in the case of the initial borrowing of Revolving Loans, receipt by Agent of a Notice of Borrowing and in accordance with the initial Borrowing Base Certificate and (ii) in the case provisions of each subsequent borrowing of a Revolving Loan receipt by Agent of a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and updated Borrowing Base CertificateSection 2.1(a)(ii); (b) the fact that, immediately after such borrowing and after application of the proceeds thereof or after such issuance, the Revolving Loan Outstandings will not exceed the Revolving Loan Limit; (c) in the case of the initial borrowing of Revolving Loans, (i) Agent shall have completed a reasonably satisfactory field exam and all other necessary or reasonably desirable audits and appraisals with respect to Borrowing Base Collateral, the results of which are reasonably satisfactory to Agent and Lenders, and (ii) the Lockbox Activation Date shall have occurred and Agent shall have received a fully executed Lockbox Deposit Account Control Agreement; (d) [reserved]; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) the fact that, immediately before and after such advance or issuance, no Default or Event of Default shall have occurred and be continuing; (ic) for Loans made on the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete on and as of the Closing Date, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct as of such earlier date; (jd) for Loans made after the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete in all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific an earlier date date, in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; (e) in the case of a borrowing of the Term Loan Tranche 2, the Term Loan Tranche 2 Activation Date shall have occurred; (f) in the case of any borrowing of the Term Loan Tranche 3, (i) the Term Loan Tranche 3 Activation Date shall have occurred and (ii) the most recent Compliance Certificate delivered (or required to be delivered) to Agent prior to the date of the proposed Term Loan Tranche 3 funding demonstrates to Agent’s reasonable satisfaction that Borrower’s Net Revenue for the Defined Period ending on the last day of the month for which such Compliance Certificate is delivered is greater than or equal to [***]; and (kg) the fact that no material adverse change in the condition (financial or otherwise), properties, business, or operations of Borrowers or any other Credit Party shall have occurred and be continuing with respect to Borrowers or any Credit Party since the date of this Agreement. Each giving of a Notice of Borrowing hereunder and each acceptance by any Borrower of the proceeds of any Loan made hereunder shall be deemed to be (y) a representation and warranty by each Borrower Credit Party on the date of such notice or acceptance as to the facts specified in this Section, and (z) a restatement by each Borrower Credit Party that each and every one of the representations made by it in any of the MidCap / Cerus / Credit, Security and Guaranty Agreement (Term Loan) \DC - 036639/000093 - 13934788 v5 202344533 v5 Financing Documents is true and correct all material respects on and as of the such date of such borrowing or issuance, (except to the extent that any such representation or warranty relates representations and warranties expressly relate solely to a specific an earlier date in which case such representation or warranty shall be true and correct date) in all material respects as of such specific earlier daterespects; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof.

Conditions to Each Loan. The obligation of the Lenders to make a Loan or an advance in respect of any Loan (including the initial Loans)Loan, is subject to the satisfaction of the following additional conditions: (a) (i) in the case of the initial borrowing of Revolving Loans, receipt by Agent of a Notice of Borrowing and in accordance with the initial Borrowing Base Certificate and (ii) in the case provisions of each subsequent borrowing of a Revolving Loan receipt by Agent of a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and updated Borrowing Base CertificateSection 2.1(a)(i)(E); (b) the fact that, immediately after such borrowing and after application of the proceeds thereof or after such issuance, the Revolving Loan Outstandings will not exceed the Revolving Loan Limit; (c) in the case of the initial borrowing of Revolving Loans, (i) Agent shall have completed a reasonably satisfactory field exam and all other necessary or reasonably desirable audits and appraisals with respect to Borrowing Base Collateral, the results of which are reasonably satisfactory to Agent and Lenders, and (ii) the Lockbox Activation Date shall have occurred and Agent shall have received a fully executed Lockbox Deposit Account Control Agreement; (d) [reserved]; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) the fact that, immediately before and after such advance or issuance, no Default or Event of Default shall have occurred and be continuing; (ic) for Loans made on the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete on and as of the Closing Date, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct as of such earlier date; (jd) for Loans made after the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete in all material respects on and as of the date of such borrowing or issuance, except to the extent that any such MidCap / Cerus / A&R Credit, Security and Guaranty Agreement (Term Loan) representation or warranty relates to a specific an earlier date date, in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; (e) in the case of a borrowing of the Term Loan Tranche 3, the most recent Compliance Certificate delivered (or required to be delivered) to Agent prior to the date of the proposed Term Loan Tranche 3 funding demonstrates to Agent’s reasonable satisfaction that (i) if the Term Loan Tranche 3 Funding Date is on or prior to December 31, 2023, Borrower’s Net Revenue for the Defined Period ending on the last day of the month for which such Compliance Certificate is delivered is greater than or equal to $[***] or (ii) if the Term Loan Tranche 3 Funding Date is after December 31, 2023, Borrower’s Net Revenue for the Defined Period ending on the last day of the month for which such Compliance Certificate is delivered is greater than or equal to $[***]; (f) in the case of a borrowing of the Term Loan Tranche 4, the most recent Compliance Certificate delivered (or required to be delivered) to Agent prior to the date of the proposed Term Loan Tranche 4 funding demonstrates to Agent’s reasonable satisfaction that (i) if the Term Loan Tranche 4 Funding Date is on or prior to [***], Borrower’s Net Revenue for the Defined Period ending on the last day of the month for which such Compliance Certificate is delivered is greater than or equal to [***] or (ii) if the Term Loan Tranche 4 Funding Date is after [***], Borrower’s Net Revenue for the Defined Period ending on the last day of the month for which such Compliance Certificate is delivered is greater than or equal to [***]; (g) with respect to the Term Loan Tranche 4, the Term Loan Tranche 4 Activation Date has occurred; and (kh) the fact that no material adverse change in the condition (financial or otherwise), properties, business, or operations of Borrowers or any other Credit Party shall have occurred and be continuing with respect to Borrowers or any Credit Party since the date of this Agreement. Each giving of a Notice of Borrowing hereunder and each acceptance by any Borrower of the proceeds of any Loan made hereunder shall be deemed to be (y) a representation and warranty by each Borrower Credit Party on the date of such notice or acceptance as to the facts specified in this Section, and (z) a restatement by each Borrower Credit Party that each and every one of the representations made by it in any of the Financing Documents is true and correct all material respects on and as of the such date of such borrowing or issuance, (except to the extent that any such representation or warranty relates representations and warranties expressly relate solely to a specific an earlier date in which case such representation or warranty shall be true and correct date) in all material respects as of such specific earlier daterespects; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof.

Conditions to Each Loan. The obligation of the Lenders Banks to make a Loan or an advance in respect of Loans hereunder on any Loan Borrowing Date shall be subject to the fulfillment (including the initial Loans), is subject to the satisfaction of the Administrative Agent) of the conditions set forth in Section 4.01 and the following additional conditionsconditions precedent: (a) The Administrative Agent shall have received (i) in a Notice relating to the case of the initial borrowing of Revolving Loanseach Loan to be made on such Borrowing Date, receipt by Agent of a Notice of Borrowing and the initial Borrowing Base Certificate and (ii) in to the case extent required pursuant to Section 2.02(a), an Asset Base Certificate dated as of each subsequent borrowing such Borrowing Date which shall establish to the satisfaction of a Revolving the Administrative Agent that the Asset Base for the Borrower is equal to or greater than the outstanding principal amount of its Loans after giving effect to the Loan receipt by Agent proposed to be made on such Borrowing Date and taking into account any Eligible Engines and/or Eligible Equipment to be acquired on such Borrowing Date with the proceeds of a Notice of Borrowing such Loan and (or telephonic notice if permitted by this Agreementiii) and updated Borrowing Base Certificate;such other documents as shall be required pursuant to Section 2.02 hereof. (b) The Borrower and its Subsidiaries shall be in full compliance with their covenants, agreements and conditions in the fact thatLoan Documents, immediately after each of the representations and warranties set forth in the Loan Documents shall be true and correct as if made on and as of such borrowing Borrowing Date (except to the extent such representation and warranty relates specifically to a prior date), and, as of such Borrowing Date and after application giving effect to the Loans to be made on such date and to the consummation of the proceeds thereof or after such issuance, the Revolving Loan Outstandings will not exceed the Revolving Loan Limit; (c) in the case of the initial borrowing of Revolving Loans, (i) Agent shall have completed a reasonably satisfactory field exam and all other necessary or reasonably desirable audits and appraisals with respect to Borrowing Base Collateral, the results of which are reasonably satisfactory to Agent and Lenders, and (ii) the Lockbox Activation Date shall have occurred and Agent shall have received a fully executed Lockbox Deposit Account Control Agreement; (d) [reserved]; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) the fact that, immediately before and after such advance or issuancetransactions contemplated hereby, no Default or Event of Default shall have occurred and be continuing; (i) for Loans made on . The issuance by the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete on and as of the Closing Date, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct as of such earlier date; (j) for Loans made after the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete in all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and (k) the fact that no material adverse change in the condition (financial or otherwise), properties, business, or operations of Borrowers or any other Credit Party shall have occurred and be continuing with respect to Borrowers or any Credit Party since the date of this Agreement. Each giving Borrower of a Notice of Borrowing hereunder and each acceptance by any Borrower of the proceeds of any Loan made hereunder shall be deemed to be (y) a representation and warranty by each the Borrower on the date of such notice or acceptance as to the facts specified matters referred to in this Sectionthe preceding sentence. (c) With respect to each Engine or item of Equipment which is owned by an Owner Trustee, or with respect to each Lease to a Lessee domiciled or whose chief executive office is located in a non-U.S. jurisdiction, which is or is to be included in the Asset Base on such Borrowing Date, the Security Agent (or the Custodian) shall have received (x) the documentation (including, without limitation, the Owner Trustee Guarantees, Owner Trustee Mortgages, Trust Agreements and Beneficial Interest Pledge Agreements) set forth in the definitions of “Eligible Asset” and “Eligible Lease,” and (y) if the Lease is to proceed on the basis that the limitation expressed in clause (vi) of the definition of “Asset Base” is inapplicable because the lessee’s domicile or chief executive office is excluded from the definition of Accession Jurisdiction, evidence in each instance in form and substance reasonably satisfactory to the Security Agent of the basis upon which such domicile or chief executive office is to be excluded from the definition of “Accession Jurisdiction.” With respect to each Head Lease to a Leasing Subsidiary in which the sublessee is domiciled or whose chief executive office is located in a non-U.S. jurisdiction, and which is to be included in the Asset Base, the Security Agent shall have received, if the sublease is to proceed on the basis that the limitation expressed in clause (zvi) of the definition of “Asset Base” is inapplicable because the sublessee’s domicile or chief executive office is excluded from the definition of Accession Jurisdiction, evidence in each instance in form and substance reasonably satisfactory to the Security Agent of the basis upon which such domicile or chief executive office is to be excluded from the definition of “Accession Jurisdiction.” (d) In respect of any Owner Trustee which shall not have previously provided such documents to the Administrative Agent, the Administrative Agent shall have received (i) a restatement by each Borrower that each and every one copy of the representations made by it in any resolutions of the Financing Documents is true and correct all material respects on and as Board of Directors of the date Owner Trustee, in its individual capacity, certified by the Secretary or an Assistant Secretary of the Owner Trustee, duly authorizing the execution, delivery and performance by the Owner Trustee of each of the Loan Documents to which the Owner Trustee is or will be a party and (ii) an incumbency certificate of Owner Trustee, as to the persons authorized to execute and deliver the Loan Documents to which it is or will be a party and the signatures of such borrowing person or issuancepersons. (e) In the case of any Engine or Turboprop Engine which is or is to be included in the Asset Base on such Borrowing Date, except the Borrower will have caused a Prospective International Interest (or International Interest) in such Engine or Turboprop Engine listing the Security Agent as creditor to be registered with the International Registry with respect to the extent that Mortgage for such Engine and Turboprop Engines and shall have caused to be filed with the FAA the Mortgage or Owner Trustee Mortgage with respect thereto. (f) In the case of any Engine or Turboprop Engine which is or is to be included in the Asset Base on such representation Borrowing Date, the following statements shall be true, and the Administrative Agent shall have received evidence reasonably satisfactory to it (including, with respect to each Engine or warranty relates Turboprop Engine which is eligible for registration with the International Registry, a printout of the “priority search certificate” (as defined in the Regulations for the International Registry) from the International Registry relating to the Security Agent’s International Interest with respect to such Engine or Turboprop Engine) with respect to such Engine or Turboprop Engine to the effect that: (i) the applicable Engine Owner has good title to such Engine or Turboprop Engine, free and clear of Liens other than Permitted Liens, and the Lien and International Interests created by the Mortgage or Owner Trustee Mortgage, as the case may be; (ii) the Lien and International Interest (or Prospective International Interest) of the Mortgage created (or to be created) with respect to such Engine or Turboprop Engine shall have been registered with the International Registry and the FAA, and no Lien or International Interest shall have been registered on the International Registry or with the FAA prior to such International Interest (or Prospective International Interest) with respect to such Engine or Turboprop Engine; and (iii) with respect to such Engine or Turboprop and any related Lease, the Borrower is in compliance with the applicable provisions of the Security Agreement and the Mortgage; (g) If an Engine or Turboprop Engine which is or is to be included in the Asset Base on such Borrowing Date is subject to a specific earlier date Lease on such Borrowing Date, then the following statements shall be true, and the Administrative Agent shall have received evidence reasonably satisfactory to it (including, with respect to each Cape Town Eligible Lease, a printout of the “priority search certificate” (as defined in the Regulations for the International Registry) from the International Registry relating to the Lessor’s interest in and International Interest with respect to such Engine or Turboprop Engine under such Lease) with respect to such Engine or Turboprop Engine and the related Lease to the effect that. (i) the applicable Engine Owner has good title to such Engine or Turboprop Engine and Lease, free and clear of Liens other than Permitted Liens and the Lien and International Interests created by the Mortgage and/or Owner Trustee Mortgage; (ii) if the Lessee under such Lease is situated in a Contracting State, the International Interest created by such Lease shall have been registered with the International Registry, and no interest shall have been registered on the International Registry prior to the registration of such International Interest (or Prospective International Interest) with respect to such Lease, the registration of the International Interest created by such Lease shall be subordinate to the International Interest of the Security Agent in the related Engine or Turboprop Engine, and the assignment (or prospective assignment) of such International Interest by the Lessor to the Security Agent shall have been registered with the International Registry; and (iii) the Borrower shall have caused executed originals of the Mortgage or Owner Trustee Mortgage with respect to such Engine or Turboprop Engine and the Lease to be filed by special counsel in Oklahoma City, Oklahoma with the FAA. Notwithstanding the foregoing, but subject to clause (i) of this subsection (g), if the Mortgage or Owner Trustee Mortgage and/or Lease for any Engine or Turboprop Engine is not available in Oklahoma City with FAA counsel on any Borrowing Date, but provided, in the case of a Lease of any Engine or Turboprop Engine, that the Lessee thereunder is situated in a Contracting State, the parties hereto agree nevertheless to close on the financing of such Engine or Turboprop Engine so long as a Prospective International Interest or International Interest in such Engine or Turboprop and such Mortgage or Owner Trustee Mortgage and/or Lease has been duly registered in favor of the Security Agent at the International Registry (with no prior International Interest in such Engine, Turboprop Engine or Lease having been registered at the International Registry prior to the registration of such Prospective International Interest or International Interest in favor of the Security Agent), in which case such representation the Borrower shall cause the Mortgage or warranty shall Owner Trustee Mortgage and/or Lease to be true and correct in all material respects as filed with the FAA within three (3) days of such specific earlier date; providedregistration of Prospective International Interest or International Interest. (h) The Borrower shall have caused special counsel in Oklahoma City, howeverOklahoma, to deliver to the Administrative Agent, on behalf of the Banks, and the Borrower an opinion as to the filing with the FAA for recordation of, and the registration of an International Interest on the International Registry with respect to, the Mortgage or Owner Trustee Mortgage and/or Lease and the lack of filing with the FAA of any intervening documents, and the lack of registration with the International Registry of any intervening interests, with respect to such Engine, Turboprop Engine and/or Lease, as applicable. (i) No Material Adverse Change shall have occurred since December 31, 2005. (j) The Commitment Termination Date shall not have occurred. (k) All requisite filings of UCC financing statements shall have been made, and all other required filings and actions shall have been made and taken, in each case, such materiality qualifier shall not be applicable order to any representations and warranties that already are qualified or modified by materiality in fully perfect the text thereofLien of the Security Agent on behalf of the Banks on the Collateral.

Conditions to Each Loan. The obligation of the Lenders to make a Loan or an advance in respect of any Loan (including the initial Loans)Loan, is subject to the satisfaction of the following additional conditions: : (a) (i) in the case of the initial borrowing of Revolving Loans, receipt by Agent of a Notice of Borrowing and the initial Borrowing Base Certificate and (ii) in the case of each subsequent borrowing of a Revolving Loan Borrowing, receipt by Agent of a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and updated Borrowing Base Certificate; , with aged listings of accounts receivable and accounts payable (by invoice date) and an updated schedule of bill-and-hold arrangements; (b) the fact that, immediately after such borrowing and after application of the proceeds thereof or after such issuance, the Revolving Loan Outstandings will not exceed the Revolving Loan Limit; ; (c) in the case of the initial borrowing of Revolving Loans, (i) Agent shall have completed a reasonably satisfactory field exam and all other necessary or reasonably desirable audits and appraisals with respect to Borrowing Base Collateral, the results of which are reasonably satisfactory to Agent and Lenders, and (ii) the Lockbox Activation Date shall have occurred and Agent shall have received a fully executed Lockbox Deposit Account Control Agreement; (d) [reserved]; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) the fact that, immediately before and after such advance or issuance, no Default or Event of Default shall have occurred and be continuing; continuing or caused thereby; (id) for Loans made on the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete on and as of the Closing Datedate of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct as of such earlier date; ; and (j) for Loans made after the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete in all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and (ke) the fact that no material adverse change in the condition (financial or otherwise), properties, business, or operations of Borrowers or any other Credit Party Material Adverse Effect shall have occurred and be continuing with respect to Borrowers or any Credit Party since the date of this AgreementClosing Date. Each giving of a Notice of Borrowing hereunder and each acceptance by any Borrower of the proceeds of any Loan made hereunder shall be deemed to be (y) a representation and warranty by each Borrower on the date of such notice or acceptance as to the facts specified in this SectionSection 7.2, and (z) a restatement by each Borrower that each and every one of the representations made by it in any of the Financing Documents is true and correct all material respects on and as of the such date of such borrowing or issuance, (except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofexpressly relate solely to an earlier date).

Conditions to Each Loan. The obligation Commitment of the Lenders each Lender to make a Loan or an advance in respect of any Loan (including the initial Loans), is hereunder shall be subject to the satisfaction of the following additional conditionsconditions precedent on the date of such Loan: (a) The Administrative Agent shall have received from the Borrower a notice requesting such Loans as required by Section 2.03. (ib) The representations and warranties of the Borrower set forth in Article III hereof (except, in the case of any Loans that do not increase the initial borrowing aggregate principal amount of Revolving Loansthe outstanding Loans to the Borrower, receipt by Agent of a Notice of Borrowing the representations set forth in Sections 3.05(b), 3.06, 3.11 and the initial Borrowing Base Certificate and (ii) in the case of each subsequent borrowing of a Revolving Loan receipt by Agent of a Notice of Borrowing (or telephonic notice if permitted by this Agreement3.13) and updated Borrowing Base Certificate; (b) the fact that, immediately after such borrowing and after application in Article III of the proceeds thereof or after such issuance, the Revolving Loan Outstandings will not exceed the Revolving Loan Limit; (c) in the case of the initial borrowing of Revolving Loans, (i) Agent shall have completed a reasonably satisfactory field exam and all other necessary or reasonably desirable audits and appraisals with respect to Borrowing Base Collateral, the results of which are reasonably satisfactory to Agent and Lenders, and (ii) the Lockbox Activation Date shall have occurred and Agent shall have received a fully executed Lockbox Deposit Account Control Agreement; (d) [reserved]; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) the fact that, immediately before and after such advance or issuance, no Default or Event of Default shall have occurred and be continuing; (i) for Loans made on the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete on and as of the Closing Date, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty Delivery Agreement shall be true and correct as of such earlier date; (j) for Loans made after the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete in all material respects on and as of the date of such borrowing or issuanceLoan with the same effect as though made on and as of such date, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; andexpressly relate to an earlier date. (kc) At the fact that time of and immediately after such Loan, no material adverse change in Default or Event of Default affecting the condition (financial or otherwise), properties, business, or operations of Borrowers or any other Credit Party Borrower shall have occurred and be continuing at the time of such Loan or would result from the making of such Loan. (d) The Administrative Agent shall have received a certificate of a Responsible Officer of the relevant Borrower certifying that the matters set forth in paragraphs (b) and (c) of this Section 4.02 are true and correct as of such date. (e) [Reserved] (f) Simultaneously with respect the making of such Loans, Collateral Bonds (issued, in the sole discretion of the Arrangers, under the Oncor Mortgage or the 2002 Indenture) in an aggregate principal amount equal to Borrowers or any Credit Party since the aggrexxxx xxxxxxxxx amount of such Loans and having terms that mirror the terms of such Loans and that are otherwise reasonably satisfactory to the Administrative Agent shall be issued and delivered to the Administrative Agent in accordance with the terms of the Delivery Agreement, and, if such Collateral Bonds constitute 2002 Indenture Bonds, Oncor Mortgage Bonds in an aggregate principal amount equal to the aggregate principal amount of such Loans and having terms that mirror the terms of such Loans and that are otherwise reasonably satisfactory to the Administrative Agent shall be issued and delivered to the 2002 Indenture Trustee. (g) The trading level for the ten trading sessions preceding the date of this Agreementsuch Loans of the Borrower's 6.375% Senior Secured Notes due 2012 (which trading level shall be determined by the Administrative Agent by taking an average of the trading spreads received by the Administrative Agent from each of (1) Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporxxxx, (2) Xxxdit Suisxx Xxxxt Boston and (3) Xxxx One Xxxxtal Markets, Inc.) shall not have been greater than the greater of (i) 10.5% and (ii) 550 basis points above the yield on the relevant U.S. Treasury security. Each giving of a Notice of Borrowing hereunder and each acceptance by any Borrower of the proceeds of any Loan made hereunder shall be deemed to be (y) constitute a representation and warranty by each the Borrower for which such Borrowing was made on the date of such notice or acceptance Borrowing as to the facts matters specified in this Section, subsections (b) and (zc) a restatement by each Borrower that each and every one of the representations made by it in any of the Financing Documents is true and correct all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofthis Section 4.02.

Conditions to Each Loan. (a) The obligation of the Lenders each Lender to make a Loan or an advance in respect of any Loan (on any Credit Date, including the initial Loans)Initial Funding Date, is subject to the satisfaction satisfaction, or waiver in accordance with Section 10.5, of the following additional conditionsconditions precedent: (a1) (i) in the case of the initial borrowing of Revolving Loans, receipt by Agent of a Notice of Borrowing and the initial Borrowing Base Certificate and (ii) in the case of each subsequent borrowing of a Revolving Loan receipt by Agent of a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and updated Borrowing Base Certificate; (b) the fact that, immediately after such borrowing and after application of the proceeds thereof or after such issuance, the Revolving Loan Outstandings will not exceed the Revolving Loan Limit; (c) in the case of the initial borrowing of Revolving Loans, (i) Agent shall have completed a reasonably satisfactory field exam and all other necessary or reasonably desirable audits and appraisals with respect to Borrowing Base Collateral, the results of which are reasonably satisfactory to Agent and Lenders, and (ii) the Lockbox Activation Date shall have occurred and Administrative Agent shall have received a fully executed Lockbox Deposit Account Control Agreementand delivered Funding Notice; (d2) [reserved]after making any Revolving Loans requested on such Credit Date, the Total Utilization of Revolving Loan Commitments shall not exceed the Revolving Loan Commitments then in effect; (e3) [reserved]after making any Delayed Draw Term Loans requested on such Credit Date, the Total Utilization of Delayed Draw Term Loan Commitments shall not exceed the Delayed Draw Term Loan Commitments then in effect; (f4) [reserved]no injunction or other restraining order shall have been issued and no hearing to cause an injunction or other restraining order to be issued shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated hereby or the making of any Loan; (g5) [reserved]; (h) the fact that, immediately before and after as of such advance or issuance, no Default or Event of Default shall have occurred and be continuing; (i) for Loans made on the Closing Credit Date, the fact that the representations and warranties of each Credit Party contained herein and in the Financing Documents shall be true, correct and complete on and as of the Closing Date, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct as of such earlier date; (j) for Loans made after the Closing Date, the fact that the representations and warranties of each other Credit Party contained in the Financing Documents shall be true, correct and complete in all material respects on and as of that Credit Date to the date same extent as though made on and as of such borrowing or issuancethat date, except to the extent that any such representation or warranty relates representations and warranties specifically relate to a specific an earlier date date, in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and (k) the fact that no material adverse change in the condition (financial or otherwise), properties, business, or operations of Borrowers or any other Credit Party shall have occurred been true, correct and be continuing with respect to Borrowers or any Credit Party since the date of this Agreement. Each giving of a Notice of Borrowing hereunder and each acceptance by any Borrower of the proceeds of any Loan made hereunder shall be deemed to be (y) a representation and warranty by each Borrower on the date of such notice or acceptance as to the facts specified complete in this Section, and (z) a restatement by each Borrower that each and every one of the representations made by it in any of the Financing Documents is true and correct all material respects on and as of such earlier date; (6) as of the date first Credit Date, Lenders and their respective counsel shall have received originally executed copies of such borrowing or issuancethe favorable written opinion of Kirkxxxx & Xllix, except xxunsel for Credit Parties, in form and substance satisfactory to Administrative Agent and its counsel, to the extent effect that any such representation or warranty relates no Credit Party is required to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects registered as an "investment company" within the meaning of the Investment Company Act; and (7) as of such specific earlier date; providedCredit Date, howeverno event shall have occurred and be continuing or would result from the consummation of the applicable Loan that would constitute an Event of Default or a Default (it being understood that, in each casewith respect to a breach of Section 5.13(b), 6.6 or 6.7 of this Agreement prior to the Initial Funding Date, such materiality qualifier breach shall not be applicable prohibit the making of Loans on the Initial Funding Date so long as, as of the Initial Funding Date Credit Parties are in compliance with Section 5.13(b) and, as of the Fiscal Quarter most recently ended prior to any representations and warranties that already are qualified the Initial Funding Date, Credit Parties were in compliance with the provisions of Section 6.6 or modified by materiality in the text thereof6.7, as applicable).

Conditions to Each Loan. The obligation of the Lenders to make a Loan or an advance in respect of any Loan (including the initial Loans)Loan, is subject to the satisfaction of the following additional conditions: (a) (i) in the case of the initial borrowing of Revolving Loans, receipt by Agent of a Notice of Borrowing and the initial Borrowing Base Certificate and (ii) in the case of each subsequent borrowing of a Revolving Loan receipt by Agent of a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and updated Borrowing Base Certificate; (b) the fact that, immediately after such borrowing and after application of the proceeds thereof or after such issuance, the Revolving Loan Outstandings will not exceed the Revolving Loan Limit; (c) in the case of the initial borrowing of Revolving Loans, (i) Agent shall have completed a reasonably satisfactory field exam and all other necessary or reasonably desirable audits and appraisals with respect to Borrowing Base Collateral, the results of which are reasonably satisfactory to Agent and Lenders, and (ii) the Lockbox Activation Date shall have occurred and Agent shall have received a fully executed Lockbox Deposit Account Control Agreement; (d) [reserved]; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) the fact that, immediately before and after such advance or issuance, no Default or Event of Default shall have occurred and be continuing; (id) for Loans made on the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete on and as of the Closing Datedate of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct as of such earlier date; (j) for Loans made after the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete in all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and (ke) the fact that no material adverse change in the condition (financial or otherwise), properties, business, prospects, or operations of Borrowers or any other Credit Party shall have occurred and be continuing with respect to Borrowers or any Credit Party since the date of this AgreementAgreement that has or could reasonably be expect to have a Material Adverse Effect; and (f) the continued compliance by Borrowers with all of the terms, covenants and conditions of Article 8 and, unless Agent shall elect otherwise from time to time, the absence of any fact, event or circumstance for which Borrower is required to give Agent notice under Article 8. Each giving of a Notice of Borrowing hereunder and each acceptance by any Borrower of the proceeds of any Loan made hereunder shall be deemed to be (y) a representation and warranty by each Borrower on the date of such notice or acceptance as to the facts specified in this Section, and (z) a restatement by each Borrower that each and every one of the representations made by it in any of the Financing Documents is true and correct all material respects on and as of the such date of such borrowing or issuance, (except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofexpressly relate solely to an earlier date).

Conditions to Each Loan. The obligation of the Lenders Lender to make a Loan or an advance in respect of any Loan hereunder (including the initial Loans)Loan(s) to be made on the Closing Date, if any) is subject to the satisfaction of the following additional conditions:conditions precedent on or before the date of making of the relevant Loan (all documents to be in form and substance satisfactory to Lender and Lender’s counsel): (a) In the case of Advances, after giving effect to such Advance: (i) the aggregate principal amount of all Advances outstanding shall not exceed the Maximum Revolving Credit then in the case of the initial borrowing of Revolving Loans, receipt by Agent of a Notice of Borrowing and the initial Borrowing Base Certificate and effect; and (ii) in the case ENV of each subsequent borrowing all Eligible Accounts shall not exceed any of a Revolving Loan receipt by Agent of a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and updated Borrowing Base Certificatethe Concentration Limits; (b) In the fact thatcase of Term Advances, immediately after Borrowers shall have complied with the provisions of Section 2.4 hereof with respect to the applicable Acquisition and Term Advance; and, if required by Lender, any entity acquired in connection with such borrowing and after application Acquisition or any Subsidiary of the proceeds thereof or after Borrowers formed in connection with such issuanceAcquisition, the Revolving Loan Outstandings will not exceed the Revolving Loan Limitshall be joined as a Borrower under this Agreement pursuant to a Joinder Agreement in form and substance satisfactory to Lender; (c) in the case As of the initial borrowing date of Revolving Loansthe making of such Loan, (i) Agent shall have completed a reasonably satisfactory field exam and all other necessary or reasonably desirable audits and appraisals with respect to Borrowing Base Collateral, the results of which are reasonably satisfactory to Agent and Lenders, and (ii) the Lockbox Activation Date shall have occurred and Agent shall have received a fully executed Lockbox Deposit Account Control Agreement; (d) [reserved]; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) the fact that, immediately before and after such advance or issuance, no Default or Event of Default shall have occurred and be continuing; (i) for Loans made on the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete on and as of the Closing Date, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty Borrowers shall be true and correct as of such earlier date; (j) for Loans made after the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete in all material respects on and as of the that date of such borrowing or issuance, except to the extent (it being understood that any such representation or warranty relates to made as of a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided), however(ii) without limiting the foregoing, in each case, such materiality qualifier shall not be applicable to any the representations and warranties that already are qualified or modified by materiality set forth in Section 5.20 shall be true and correct with respect to each Eligible Account included in the text thereof; and Borrowing Base, (kiii) Borrowers shall be in compliance with this Agreement and the fact that other Loan Documents and no material adverse change in the condition (financial Event of Default or otherwise), properties, business, or operations Unmatured Event of Borrowers or any other Credit Party Default shall have occurred and be continuing continuing, and (iv) Borrowers shall have certified such matters to Lender, in the case of an Advance, pursuant to the form of Borrowing Base Report or Advance Request relating to such Loan; (d) Borrowers shall have signed and delivered to Lender copies of notices in the form of Exhibit 4.2 with respect to Borrowers or any Credit Party since the date of this Agreement. Each giving new Obligors which have not previously received such notice, directing such Obligors to make payment to a Lockbox, which notice shall be held in Lender’s files to be distributed only upon occurrence of a Notice Lockbox Trigger Event; (e) Following the occurrence of Borrowing hereunder a Lockbox Trigger Event and notification thereof by Lender to each acceptance Lockbox Bank, the lockbox arrangements required by any Borrower of the proceeds of any Loan made hereunder Section 2.9 hereof shall be deemed to be (y) a representation and warranty by each Borrower on the date of such notice or acceptance as to the facts specified in this Sectioneffect, and the amounts received in the Lockboxes shall have been identified or reconciled to Lender’s reasonable satisfaction, as required by Section 2.9(d) hereof; and (zf) a restatement by each Borrower that each and every one Borrowers shall have taken such other actions, including the delivery of the representations made by it in any of the Financing Documents is true and correct all material respects on and as of the date of such borrowing or issuancedocuments (including, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, howeverwithout limitation, in each casethe case of Advances, such materiality qualifier shall not be applicable to any representations an Advance Request and warranties that already are qualified or modified by materiality Borrowing Base Report), as Lender may reasonably and in the text thereofgood faith request.

Conditions to Each Loan. The obligation of the Lenders to make a Loan or an advance in respect of any Loan (including the initial Loans), is subject to the satisfaction of the following additional conditions: (a) (i) in the case of the initial borrowing of Revolving Loans, receipt by Agent of a Notice of Borrowing and the initial Borrowing Base Certificate and (ii) in the case of each subsequent borrowing of a Revolving Loan receipt by Agent of a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and updated Borrowing Base Certificate; (b) the fact that, immediately after such borrowing and after application of the proceeds thereof or after such issuancethereof, the Revolving Loan Outstandings will not exceed the Revolving Loan Limit; (c) in the case of the initial borrowing of Revolving Loans, (i) Agent shall have completed a reasonably satisfactory field exam and all other necessary or reasonably desirable audits and appraisals with respect to Borrowing Base Collateral, the results of which are reasonably satisfactory to Agent and Lenders, and (ii) the Lockbox Activation Date shall have occurred and Agent shall have received a fully executed Lockbox Deposit Account Control Agreement; (d) [reserved]; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) the fact that, immediately before and after such advance or issuanceadvance, no Default or Event of Default shall have occurred and be continuing; (id) for Loans made on the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete on and as of the Closing Date, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct as of such earlier date; (j) for Loans made after the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete in all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and (ke) the fact that no material adverse change in the condition (financial or otherwise), properties, business, or operations of Borrowers or any other Credit Party shall have occurred and be continuing with respect to Borrowers or any Credit Party since the date of this Agreement. ; Each giving of a Notice of Borrowing hereunder and each acceptance by any Borrower of the proceeds of any Loan made hereunder shall be deemed to be (y) a representation and warranty by each Borrower on the date of such notice or acceptance as to the facts specified in this Section, and (z) a restatement by each Borrower that each and every one of the representations made by it in any of the Financing Documents is true and correct all material respects on and as of the such date of such borrowing or issuance, (except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofexpressly relate solely to an earlier date).

Conditions to Each Loan. The obligation of the Lenders Lender to make a Loan or an advance in respect of any Loan (including the initial Loans), Loan hereunder and any subsequent Loan is subject to the satisfaction of the following additional conditions, each of which may be waived by the Lender: (a) the Lender shall have received an Officers' Certificate from the Borrower stating that: (i) in the case no Event of the initial borrowing of Revolving Loans, receipt by Agent of a Notice of Borrowing and the initial Borrowing Base Certificate and (ii) in the case of each subsequent borrowing of a Revolving Loan receipt by Agent of a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and updated Borrowing Base Certificate; (b) the fact that, immediately after such borrowing and after application of the proceeds thereof or after such issuance, the Revolving Loan Outstandings will not exceed the Revolving Loan Limit; (c) in the case of the initial borrowing of Revolving Loans, (i) Agent shall have completed a reasonably satisfactory field exam and all other necessary or reasonably desirable audits and appraisals with respect to Borrowing Base Collateral, the results of which are reasonably satisfactory to Agent and Lenders, and (ii) the Lockbox Activation Date shall have occurred and Agent shall have received a fully executed Lockbox Deposit Account Control Agreement; (d) [reserved]; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) the fact that, immediately before and after such advance or issuance, no Default or Potential Event of Default shall have occurred and the Loan to be continuingmade on such date will not result in any breach of any of the terms, conditions or provisions of, or constitute a default under any of the Operative Documents to which the Borrower is a party, or any indenture, mortgage, deed of trust or other agreement or instrument to which the Borrower is a party or by which it is bound, or any order of any Governmental Authority entered in any proceeding to which the Borrower is a party or by which it may be bound or to which it may be subject, and all conditions precedent provided in this Loan Agreement relating to the Loan to be made on such date have been complied with; (ii) the Borrower is the owner of and has good title to each Account, has not assigned any interest or participation in any such Account (or, if any such interest or participation has been assigned, it has been released) and has the right to Grant each such Account to the Collateral Agent, and no other Person has any lien on, security interest in or other rights to any such Account; (iii) the Borrower has Granted to the Collateral Agent all of its right, title, and interest in and to each Account Granted to the Collateral Agent by it to secure the VFN; (iv) the information set forth in the Schedule of Accounts delivered to the Collateral Agent is correct; and (v) no material adverse change shall have occurred in the affairs of the Borrower or the Master Servicer or the value of the Accounts since December 20, 1994, with respect to the initial Loan, and the preceding Borrowing Date, with respect to each Loan thereafter; (b) all of the Account Documents relating to the Accounts to be purchased on such date have been delivered to the Collateral Agent within the time periods specified in Section 3.1 of the CCA Agreement, except that (i) in lieu of delivering the Account Documents for any Account which has been the subject of a Full Prepayment received by the Master Servicer after the Cut-Off Date but no later than three Business Days prior to the Borrowing Date, the Borrower may deliver, or cause to be delivered, as indicated in the Officers' Certificate from the Master Servicer delivered pursuant to paragraph (a) of this Section 4.2, the cash proceeds of such Full Prepayment and (ii) in lieu of delivering the Account Documents for any Account with respect to which foreclosure proceedings have been commenced and such Account Documents are required in connection with the prosecution of such proceedings, the Borrower may deliver a trust receipt pursuant to Section 3.2 of the CCA Agreement; (c) the Borrower shall have delivered a Borrowing Request to the Lender pursuant to Section 2.3 hereof; (d) the Lender and the Collateral Agent shall have received the Schedule of Accounts relating to the Accounts to be purchased with the proceeds of such Loan; (e) the Lender shall have received acknowledgment copies of proper financing statements, duly filed under the Uniform Commercial Code of all jurisdictions that the Lender may deem necessary or desirable in order to perfect the ownership interest of the Borrower created by the BAT Agreement and the security interests created by the CCA Agreement and all other filings, notifications, consents and recordings necessary to consummate the transactions contemplated hereunder and under the other Operative Documents shall be accomplished and the Lender shall have received evidence of such filings, notifications, consents and recordings satisfactory in form and substance to the Lender; (f) the Lender shall have received copies of all consents, licenses and approvals, if any, required in connection with the execution, delivery and performance by it and the validity and enforceability against it of the Operative Documents to approvals shall be in full force and effect; (g) no more than 7% of the Accounts then owned by the Borrower may be in arrears for 60 days or more as of the last day of any month preceding the Borrowing Date; (h) the Depositor shall have continued to purchase or otherwise acquire all of the Accounts originated by the Originator on an ongoing basis; (i) for Loans made on the Closing Dateafter giving effect to any new Loan, the fact that the representations and warranties of each Credit Party contained in the Financing Documents no Borrowing Base Deficiency shall be true, correct and complete on and as of the Closing Date, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct as of such earlier dateexist; (j) for Loans made after the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete in all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier Facility Termination Date shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; andhave occurred; (k) the fact that order entered by the United States Bankruptcy Court confirming the Consensual Plan shall not have been stayed; and (l) no material adverse change in the condition (financial Servicer Default or otherwise), properties, business, or operations of Borrowers or default under any other Credit Party Subservicing Agreement shall have occurred and be continuing continuing, and no condition that with respect to Borrowers or any Credit Party since the date of this Agreement. Each giving of a Notice of Borrowing hereunder and each acceptance by any Borrower of the proceeds of any Loan made hereunder shall be deemed to be (y) a representation and warranty by each Borrower on the date of such notice or acceptance as to the facts specified in this Section, passage of time world constitute a Servicer Default or a default under any Subservicing Agreement shall have occurred and (z) a restatement by each Borrower that each and every one of the representations made by it in any of the Financing Documents is true and correct all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofcontinuing.

Conditions to Each Loan. The obligation of the Lenders to make a Loan or an advance in respect of any Loan (including the initial Loans), is subject to the satisfaction of the following additional conditions: (a) (i) in the case of the initial borrowing of Revolving Loans, receipt by Agent of a Notice of Borrowing and the initial Borrowing Base Certificate and (ii) in the case of each subsequent borrowing of a Revolving Loan receipt by Agent of a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and updated Borrowing Base Certificateaccordance with Section 2.1(a)(i); (b) the fact that, immediately after such borrowing and after application of the proceeds thereof or after such issuance, the Revolving Loan Outstandings will not exceed the Revolving Loan Limit[reserved]; (c) in the case of the initial borrowing of Revolving Loans, (i) Agent shall have completed a reasonably satisfactory field exam and all other necessary or reasonably desirable audits and appraisals with respect to Borrowing Base Collateral, the results of which are reasonably satisfactory to Agent and Lenders, and (ii) the Lockbox Activation Date shall have occurred and Agent shall have received a fully executed Lockbox Deposit Account Control Agreement[reserved]; (d) [reserved]; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) the fact that, immediately before and after such advance or issuance, no Default or Event of Default shall have occurred and be continuing; (if) for Loans made on the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete on and as of the Closing Date, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct as of such earlier date; (j) for Loans made after the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete in all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific an earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; (g) in the case of any borrowing of the Term Loan Tranche 3, the Term Loan Tranche 3 Activation Date has occurred; (h) in the case of any borrowing of the Term Loan Tranche 4, the Term Loan Tranche 4 Activation Date has occurred; (i) no cash payments have been made in respect of Permitted Convertible Debt pursuant to Section 5.5(d)(v); and (kj) the fact that no material adverse change absence of any event or condition which would reasonably be expected to result in the condition (financial or otherwise), properties, business, or operations of Borrowers or any other Credit Party shall have occurred and be continuing with respect to Borrowers or any Credit Party since the date of this Agreementa Material Adverse Effect. Each giving of a Notice of Borrowing hereunder and each acceptance by any Borrower of the proceeds of any Loan made hereunder shall be deemed to be (yx) a representation and warranty by each Borrower on the date of such notice or acceptance as to the facts specified in this Section, and (zy) a restatement by each Borrower that each and every one of the representations made by it in any of the Financing Documents is true and correct all material respects on and as of the such date of such borrowing or issuance, (except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofexpressly relate solely to an earlier date).

Conditions to Each Loan. The obligation of the Lenders to make a Loan or an advance in respect of any Loan (including the initial Loans)Loan, is subject to the satisfaction of the following additional conditions: (a) (i) in the case of the initial borrowing of Revolving Loans, receipt by Agent of a Notice of Borrowing and the initial Borrowing Base Certificate and (ii) in the case of each subsequent borrowing of a Revolving Loan receipt by Agent of a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and updated Borrowing Base Certificate; (b) the fact that, immediately after such borrowing and after application of the proceeds thereof or after such issuance, the Revolving Loan Outstandings will not exceed the Revolving Loan Limit; (c) in the case of the initial borrowing of Revolving Loans, (i) Agent shall have completed a reasonably satisfactory field exam and all other necessary or reasonably desirable audits and appraisals with respect to Borrowing Base Collateral, the results of which are reasonably satisfactory to Agent and Lenders, and (ii) the Lockbox Activation Date shall have occurred and Agent shall have received a fully executed Lockbox Deposit Account Control Agreement; (d) [reserved]; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) the fact that, immediately before and after such advance or issuance, no Default or Event of Default shall have occurred and be continuing; (ib) for Loans made on the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete on and as of the Closing Date, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct as of such earlier date; (j) for Loans made after the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete in all material respects on and as of the date of such borrowing or issuanceborrowing, except to the extent that any such representation or warranty relates to a specific earlier date date, in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; (c) in the case of any borrowing of the Term Loan Tranche 2, Agent has received a duly executed Notice of Borrowing at least ten (10) Business Days prior to such proposed borrowing; (d) in the case of any borrowing of the Term Loan Tranche 2, the most recent Compliance Certificate delivered (or required to be delivered) by Borrowers pursuant to Section 4.1(i) hereof prior to the proposed funding date for such Term Loan Tranche 2 demonstrates to Agent’s satisfaction that the Net Revenue for the Defined Period for which such Compliance Certificate is required to be delivered are greater than or equal to $65,000,000; (e) there has not been any material adverse deviation by Borrowers from the final financial projections delivered by Borrower to Agent and Lenders prior to the Closing Date; provided that, so long as Net Revenue is at least $65,000,000 for the Defined Period specified in Section 7.2(d), any deviation in the amount of such Net Revenue relative to the final financial projections (and any corresponding impact on net loss or other components of such projections) shall be excluded in determining whether there has been a material adverse deviation from the final financial projections; and (kf) the fact that no material adverse change in the condition (financial or otherwise), properties, business, prospects, or operations of Borrowers or any other Credit Party shall have occurred and be continuing with respect to Borrowers or any Credit Party since the date of this Agreement. Each giving of a Notice of Borrowing hereunder and each acceptance by any Borrower of the proceeds of any Loan made hereunder shall be deemed to be (y) a representation and warranty by each Borrower on the date of such notice or acceptance as to the facts specified in this Section, and (z) a restatement by each Borrower that each and every one of the representations made by it in any of the Financing Documents is true and correct all material respects on and as of the such date of such borrowing or issuance, (except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofexpressly relate solely to an earlier date).

Conditions to Each Loan. The obligation of the Lenders to make a Loan or an advance in respect of any Loan (including the initial Loans)Loan, is subject to the satisfaction of the following additional conditions: (a) (i) in the case of the initial borrowing of Revolving Loans, receipt by Agent of a Notice of Borrowing and the initial Borrowing Base Certificate and (iii) in the case of each subsequent borrowing of a Revolving Loan receipt by Agent of a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and (ii) (A) prior to the Initial Third Party Agent Commencement Date in connection with the Notice of Borrowing for the first Loan borrowing hereunder, a Borrowing Base Certificate (Agent) using the most recent available amounts that are not material nonpublic information, (B) during a Non-Third Party Agent Retention Period (other than the circumstance covered in Section 7.2(a)(i)(A) directly above), if requested by Agent within one Business Day of receipt of the Notice of Borrowing, an updated Borrowing Base CertificateCertificate (Agent), and (C) during a Third Party Agent Retention Period, an updated Borrowing Base Certificate (Third Party Agent); (b) (i) the fact that, immediately after such borrowing and after application of the proceeds thereof or after such issuance, the Revolving Loan Outstandings will not exceed the Revolving Loan LimitLimit and (ii) a representation providing the same shall be included in the Notice of Borrowing for such borrowing; (c) in the case of the initial borrowing of the Revolving Loans, subject to Section 4.22, receipt by Agent of Deposit Account Control Agreements for all Deposit Accounts and Securities Account Control Agreements for all Securities Accounts (iin each case, other than Excluded Accounts and the Xxxxxxx Xxxxx Securities Account in accordance with, and subject to the limitations set forth in, Section 5.14) and, on and after the Initial Third Party Agent shall have completed a reasonably satisfactory field exam and all other necessary or reasonably desirable audits and appraisals with respect to Borrowing Base CollateralCommencement Date, the results of which are evidence reasonably satisfactory to Agent and Lenders(or, and (iias applicable, the Third Party Agent) that the Lockbox Activation Date shall have occurred and Agent shall have received a fully executed Lockbox Deposit Account Control AgreementBorrowers are in compliance with all requirements of Section 2.11; (d) [reserved]; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) the fact that, immediately before and after such advance or issuance, no Default or Event of Default shall have occurred and be continuing; (i) for Loans made on the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete on and as of the Closing Date, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct as of such earlier date; (je) for Loans made after the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete in all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and (kf) the fact that no material adverse change in the condition (financial or otherwise), properties, business, or operations of Borrowers or any other Credit Party Material Adverse Effect shall have occurred and be continuing with respect to Borrowers or any Credit Party since the date of this Agreement. Each giving of a Notice of Borrowing hereunder and each acceptance by any Borrower of the proceeds of any Loan made hereunder shall be deemed to be (y) a representation and warranty by each Borrower on the date of such notice or acceptance as to the facts specified in this Section, and (z) a restatement by each Borrower that each and every one of the representations made by it in any of the Financing Documents is true and correct in all material respects on and (without duplication of any materiality qualifier in the text of such representation or warranty) as of the such date of such borrowing or issuance, (except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofexpressly relate solely to an earlier date).

Conditions to Each Loan. The obligation of the Lenders to make a Loan or an advance in respect of any Loan (including the initial Loans)Loan, is subject to the satisfaction of the following additional conditions: (a) (i) in the case of the initial borrowing of Revolving Loans, receipt by Agent of a Notice of Borrowing and the initial Borrowing Base Certificate and (ii) in the case of each subsequent borrowing of a Revolving Loan Borrowing, receipt by Agent of a Notice of Borrowing (or telephonic notice if permitted by this Agreement) and updated Borrowing Base Certificate, and in the case of a Term Loan advance, receipt by Agent of a Notice of Borrowing; (b) the fact that, immediately after such borrowing and after application of the proceeds thereof or after such issuance, the Revolving Loan Outstandings will not exceed the Revolving Loan Limit; (c) in the case of the initial borrowing of Revolving Loans, (i) Agent shall have completed a reasonably satisfactory field exam and all other necessary or reasonably desirable audits and appraisals with respect to Borrowing Base Collateral, the results of which are reasonably satisfactory to Agent and Lenders, and (ii) the Lockbox Activation Date shall have occurred and Agent shall have received a fully executed Lockbox Deposit Account Control Agreement; (d) [reserved]; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) the fact that, immediately before and after such advance or issuance, no Default or Event of Default shall have occurred and be continuing; (id) for Loans made on the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete on and as of the Closing Datedate of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct as of such earlier date; (j) for Loans made after the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete in all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and (ke) the fact that no material adverse change in the condition (financial or otherwise), properties, business, prospects, or operations of Borrowers or any other Credit Party shall have occurred and be continuing with respect to Borrowers or any Credit Party since the date of this Agreement; and (f) the continued compliance by Borrowers with all of the terms, covenants and conditions of Article 8 and, unless Agent shall elect otherwise from time to time, the absence of any fact, event or circumstance for which Borrower is required to give Agent notice under Article 8. Each giving of a Notice of Borrowing hereunder and each acceptance by any Borrower of the proceeds of any Loan made hereunder shall be deemed to be (y) a representation and warranty by each Borrower on the date of such notice or acceptance as to the facts specified in this Section, and (z) a restatement by each Borrower that each and every one of the representations made by it in any of the Financing Documents is true and correct all material respects on and as of the such date of such borrowing or issuance, (except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofexpressly relate solely to an earlier date).

Conditions to Each Loan. The obligation of the Lenders to make a Loan or an advance in respect of any Loan (including the initial Loans), is subject to the satisfaction of the following additional conditions: (a) Lxxxxxx and Agent have received a certificate of a Responsible Officer of the Borrower Representative, certifying (i) in that the case of Borrowers reasonably anticipate that they will achieve each Milestone included on the initial borrowing of Revolving Loans, receipt by Agent of a Notice of Borrowing and Milestone Schedule on or before the initial Borrowing Base Certificate Milestone Date for such Milestone and (ii) that the requested Loan is in compliance with the Approved Budget (including that the amount requested to be drawn does not exceed the cash needs reflected in the case Approved Budget for the two week period immediately following the proposed date of each subsequent borrowing borrowing, determined after giving effect to all sources of a Revolving Loan receipt by Agent of a Notice of Borrowing (or telephonic notice if permitted by this Agreement) available cash and updated Borrowing Base CertificateCash Equivalents); (b) no Default or Event of Default shall have occurred or be continuing under the First Lien Credit Facility; (c) the fact that, immediately after such borrowing and after application of the proceeds thereof or after such issuance, the Revolving Loan Outstandings will not exceed the Revolving Loan Limit; (c) in the case of the initial borrowing of Revolving Loans, (i) Agent shall have completed a reasonably satisfactory field exam and all other necessary or reasonably desirable audits and appraisals with respect to Borrowing Base Collateral, the results of which are reasonably satisfactory to Agent and Lenders, and (ii) the Lockbox Activation Date shall have occurred and Agent shall have received a fully executed Lockbox Deposit Account Control Agreement; (d) [reserved]; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) the fact that, immediately before and after such advance or issuanceadvance, no Default or Event of Default shall have occurred and be continuing; (i) for Loans made on the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete on and as of the Closing Date, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct as of such earlier date; (je) for Loans made after the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete in all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific an earlier date date, in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already are qualified or modified by materiality in the text thereof; and; (kf) the fact that no material adverse change in the condition (financial or otherwise), properties, business, or operations of Borrowers or any other Credit Party Material Adverse Effect shall have occurred and be continuing with respect to Borrowers or any Credit Party since the date of this Agreement; and (g) beginning October 1, 2025, the fact that, immediately before and after such advance, the Credit Parties shall be in compliance with the Financial Covenants on a pro forma basis (it being understood, for the avoidance of doubt, that for purposes of such pro forma calculation, EBITDA shall be calculated as of the most recently ended Defined Period for which the financial statement required by Section 4.1(a) have been delivered to Agent). Each giving of a Notice of Borrowing hereunder and each acceptance by any Borrower of the proceeds of any Loan made hereunder shall be deemed to be (y) a representation and warranty by each Borrower on the date of such notice or acceptance as to the facts specified in this Section, and (z) a restatement by each Borrower that each and every one of the representations made by it in any of the Financing Documents is true and correct all material respects on and as of the date of such borrowing or issuance, except to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or warranty shall be true and correct in all material respects as of such specific date (except to the extent that such representations and warranties expressly relate solely to an earlier date); provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already are qualified or modified by materiality in the text thereof.