Common use of Conditions to Subsequent Advances Clause in Contracts

Conditions to Subsequent Advances. The obligation of the Lender to make any Subsequent Advance under the Revolving Line of Credit Promissory Note requested to be made by the Borrower on any date is subject to the satisfaction of the following conditions precedent: (a) Each of the representations and warranties made by the Borrower in or pursuant to the Loan Papers shall be true and correct in all material respects on and as of such date as if made on and as of such date. (b) No Event of Default shall have occurred and be continuing on such date or after giving effect to the Subsequent Advance requested to be made on such date. (c) Notwithstanding Section 2.4(b), after giving effect to the Advances under the Revolving Line of Credit Promissory Note requested by Borrower to be made on any date, the aggregate principal amount of the Revolving Line of Credit Promissory Note then outstanding shall not exceed the lesser of (i) $750,000.00 or (ii) the Borrowing Base then in effect. (d) No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority shall be pending or, to the knowledge of the Borrower, threatened by or against the Borrower or the Lender with respect to this Agreement or any of the other Loan Papers or the transactions contemplated by this Agreement or any of the other Loan Papers. (e) The Lender shall have received all Borrowing Base Reports required to be delivered by Borrower pursuant to Section 2.3(b)(i). Each borrowing by the Borrower hereunder shall constitute a representation and warranty by the Borrower as of the date thereof that the conditions contained in this Section 3.2 have been satisfied.

Conditions to Subsequent Advances. The obligation of the Lender to make any Subsequent Advance under the Advance Note, the $10,000,000.00 Multiple Advance Term Promissory Note, the $1,500,000.00 Multiple Advance Term Promissory Note, and the Revolving Line of Credit Promissory Note requested to be made by the Borrower on any date is subject to the satisfaction of the following conditions precedent: (a) Each of the representations and warranties made by the Borrower in or pursuant to the Loan Papers shall be true and correct in all material respects on and as of such date as if made on and as of such date. (b) No Event of Default shall have occurred and be continuing on such date or after giving effect to the Subsequent Advance requested to be made on such date. (c) Notwithstanding Section 2.4(b), after giving effect to the Advances under the Revolving Line of Credit Promissory Note requested by Borrower to be made on any date, the aggregate principal amount of the Revolving Line of Credit Promissory Note then outstanding shall not exceed the lesser of (i) $750,000.00 2,000,000.00 or (ii) the amount available for Advance under the Revolving Line of Credit Note, as determined in accordance with and as set forth in line Q of the Gross Assets Available for Borrowing Base then in effectCalculation. (d) After giving effect to the Advances under the Advance Note requested by Borrower to be made on any date, the cumulative aggregate principal amount of all Advances under the Advance Note shall not exceed $10,000,000.00. (e) Each request for an Advance under the Advance Note shall have been received by Lender prior to December 14, 2005. (f) After giving effect to the Advances under the $10,000,000.00 Multiple Advance Term Promissory Note requested by Borrower to be made on any date, the cumulative aggregate principal amount of all Advances under the $10,000,000.00 Multiple Advance Term Promissory Note shall not exceed $10,000,000.00. (g) Each request for an Advance under the $10,000,000.00 Multiple Advance Term Promissory Note shall have been received by Lender prior to March 14, 2006. (h) After giving effect to the Advances under the $1,500,000.00 Multiple Advance Term Promissory Note requested by Borrower to be made on any date, the cumulative aggregate principal amount of all Advances under the $1,500,000.00 Multiple Advance Term Promissory Note shall not exceed $1,500,000.00. (i) Each request for an Advance under the $1,500,000.00 Multiple Advance Term Promissory Note shall have been received by Lender prior to $1,500,000.00. (j) No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority shall be pending or, to the knowledge of the Borrower, threatened by or against the Borrower or the Lender with respect to this Agreement or any of the other Loan Papers or the transactions contemplated by this Agreement or any of the other Loan Papers. (ek) The Lender shall have received all Gross Assets Available for Borrowing Base Reports Calculations required to be delivered by Borrower pursuant to Section 2.3(b)(i). Each borrowing by the Borrower hereunder shall constitute a representation and warranty by the Borrower as of the date thereof that the conditions contained in this Section 3.2 have been satisfied.

Conditions to Subsequent Advances. The obligation obligations of the Lender Lenders to make any Subsequent the initial Advance under the Revolving Line of Credit Promissory Note requested to be made by Loan (the Borrower on “Initial Advance”) and any date is subsequent Advances under the Loan after the Closing Date are subject to the satisfaction (or waiver), in the Permitted Discretion of Agent, of the following conditions precedentfollowing: (a) Each Borrower shall have delivered to Agent, not later than 11:59 a.m. (New York time) on the Business Day prior to the proposed date for such requested Advance, a Request for Advance in the form of Exhibit H-I hereto (a “Request for Advance”), or a Request for Excess Availability Advance in the form of Exhibit H-II hereto (a “Request for Excess Availability Advance”), as applicable, and a Borrowing Certificate for the Advance with necessary supporting documentation executed by a Responsible Officer of Borrower, which shall constitute a representation and warranty by Borrower as of the date of such Advance that the conditions contained in this Section 4.2, have been satisfied; (b) each of the representations and warranties made by the Borrower in or pursuant to the Loan Papers Documents shall be true and correct accurate in all material respects on before and after giving effect to the making of such Advance (except for those representations and warranties that pertain to an earlier time period or made as of such date as if made on a specific date), Borrower shall be in compliance with all covenants, agreements and as of such date. (b) No obligations under the Loan Documents, and no Potential Default or Event of Default shall have occurred and or be continuing on such date or would exist after giving effect to the Subsequent requested Advance requested to be made on such date.; (c) Notwithstanding Section 2.4(b), immediately after giving effect to the requested Advance, the aggregate outstanding principal amount of Advances under the Revolving Line of Credit Promissory Note requested by Borrower to be made on any date, the aggregate principal amount of the Revolving Line of Credit Promissory Note then outstanding Loan shall not exceed the lesser of (i) $750,000.00 or (ii) the Borrowing Base then in effect.Availability; (d) No litigationAgent shall have received all fees, investigation charges and expenses payable to Agent and Lenders on or proceeding of or before any arbitrator or Governmental Authority shall be pending or, prior to such date pursuant to the knowledge Loan Documents; (e) there shall not have occurred any Material Adverse Change, and no event shall have occurred or condition exist that could reasonably be expected to have a Material Adverse Effect; (f) at least five (5) Business Days prior to the date of such proposed Advance, Custodian shall have received the Borrower, threatened by or against the Borrower or the Lender Custodian Deliverables with respect to this Agreement each Receivable to be financed pursuant to such Advance, and one (1) Business Day before the date of such proposed Advance, Custodian shall have issued and delivered to Agent a Custodian Certificate (without any exceptions noted thereon unless otherwise waived by Agent or as may relate to a permissible trailing document) in relation to each such Receivable as provided for in the Custodial Agreement, all in form and substance acceptable to Agent in its Permitted Discretion; and (g) Prior to the first funding of any Receivables at a Primary Resort or Secondary Resort, Agent shall have received the written legal opinion of Borrower’s outside counsel admitted to practice in the respective states where such Primary Resorts and Secondary Resorts are located covering local matters in such jurisdiction, each in form and substance satisfactory to Agent in its reasonable discretion. (h) Prior to the first funding of any Receivables at a Primary or Secondary Resort, (i) Agent shall have received a sample form of each of the Consumer Documents for each such Primary Resort and Secondary Resort and (ii) Agent shall have determined, in its Permitted Discretion, that each such Consumer Document complies in all material respects with all Applicable Laws. Upon Agent’s approval of such Consumer Documents, such Consumer Documents shall be added to the Consumer Documents previously delivered to Agent or Agent’s counsel. (i) all other Loan Papers or documents and legal matters in connection with the transactions contemplated by this Agreement or any of the other Loan Papers. (e) The Lender shall have received all Borrowing Base Reports required been, as applicable, delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to be delivered by Borrower pursuant to Section 2.3(b)(i). Each borrowing by the Borrower hereunder shall constitute a representation and warranty by the Borrower as of the date thereof that the conditions contained in this Section 3.2 have been satisfiedAgent.

Conditions to Subsequent Advances. The obligation of the Lender to make any Subsequent Advance under the Advance Note and the Revolving Line of Credit Promissory Note requested to be made by the Borrower on any date is subject to the satisfaction of the following conditions precedent: (a) Each of the representations and warranties made by the Borrower in or pursuant to the Loan Papers shall be true and correct in all material respects on and as of such date as if made on and as of such date. (b) No Event of Default shall have occurred and be continuing on such date or after giving effect to the Subsequent Advance requested to be made on such date. (c) Notwithstanding Section 2.4(b), after giving effect to the Advances under the Revolving Line of Credit Promissory Note requested by Borrower to be made on any date, the aggregate principal amount of the Revolving Line of Credit Promissory Note then outstanding shall not exceed the lesser of (i) $750,000.00 or (ii) the Borrowing Base then in effect. (d) After giving effect to the Advances under the Advance Note requested by Borrower to be made on any date, the cumulative aggregate principal amount of all Advances under the Advance Note shall not exceed $7,000,000.00. (e) Each request for an Advance under the Advance Note shall have been received by Lender prior to November 3, 2004. (f) No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority shall be pending or, to the knowledge of the Borrower, threatened by or against the Borrower or the Lender with respect to this Agreement or any of the other Loan Papers or the transactions contemplated by this Agreement or any of the other Loan Papers. (eg) The Lender shall have received all Borrowing Base Reports required to be delivered by Borrower pursuant to Section 2.3(b)(i). Each borrowing by the Borrower hereunder shall constitute a representation and warranty by the Borrower as of the date thereof that the conditions contained in this Section 3.2 have been satisfied.

Conditions to Subsequent Advances. The Bank has no obligation of the Lender to make any Subsequent Advance under on the Revolving Line of Credit Promissory Note requested to be made by the Borrower on any date is subject Loan subsequent to the satisfaction of initial Advance unless the following conditions precedentprecedent are satisfied on or before the Disbursement Date for such Advance: (a) If the Disbursement Date is ninety (90) days after the date hereof, and thereafter at Bank's request, Borrower shall furnish to Bank an endorsement to the Title Policies (or if an endorsement is not available, a letter from the Title Company) showing "nothing further" of record affecting the Primary Collateral from the date of recording of the Deeds of Trust, except such matters as Bank specifically approves. (b) All Loan Documents shall be in full force and effect and binding and enforceable obligations of each Loan Party. (c) Each of the representations and warranties made by the Borrower in or pursuant to the of each Loan Papers Party under any Loan Document shall be true and correct in all material respects on and as of such date as if made on and as of such daterespects. (bd) No Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the Subsequent Advance requested to be made on such date. (c) Notwithstanding Section 2.4(b)continuing; there shall exist no Material Adverse Effect; and no provision of law, after giving effect to the Advances under the Revolving Line any order of Credit Promissory Note requested by Borrower to be made on any dateGovernmental Authority, the aggregate principal amount of the Revolving Line of Credit Promissory Note then outstanding shall not exceed the lesser of (i) $750,000.00 or (ii) the Borrowing Base then in effect. (d) No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority shall be pending or, to the knowledge of the Borrower, threatened by or against the Borrower or the Lender with respect to this Agreement or any regulation, rule or interpretation thereof, shall have had any material adverse effect on the validity or enforceability of the other any Loan Papers or the transactions contemplated by this Agreement or any of the other Loan PapersDocument. (e) The Lender Upon making the Advance on the Revolving Loan then requested, the amount outstanding on both the Revolving Loan and Term Loan in the aggregate shall have received all Borrowing Base Reports required to be delivered by Borrower pursuant to Section 2.3(b)(i). Each borrowing by not exceed the Borrower hereunder shall constitute a representation and warranty by Maximum Loan Amount. (f) If the Borrower as of Disbursement Date is sixty (60) or more days after the date thereof that the conditions contained hereof, Bank shall be in this Section 3.2 have been satisfiedreceipt of all Surveys.

Conditions to Subsequent Advances. The obligation of the Lender to make any Subsequent Advance under the Multiple Advance Term Promissory Note and the Revolving Line of Credit Promissory Note requested to be made by the Borrower on any date is subject to the satisfaction of the following conditions precedent: (a) Each of the representations and warranties made by the Borrower in or pursuant to the Loan Papers shall be true and correct in all material respects on and as of such date as if made on and as of such date. (b) No Event of Default shall have occurred and be continuing on such date or after giving effect to the Subsequent Advance requested to be made on such date. (c) Notwithstanding Section 2.4(b), after giving effect to the Advances under the Revolving Line of Credit Promissory Note requested by Borrower to be made on any date, the aggregate principal amount of the Revolving Line of Credit Promissory Note then outstanding shall not exceed the lesser of (i) $750,000.00 40,000,000.00 or (ii) the amount available for Advance under the Revolving Line of Credit Note, as determined in accordance with and as set forth in line Q of the Gross Assets Available for Borrowing Base then in effectCalculation. (d) After giving effect to the Advances under the Multiple Advance Term Promissory Note requested by Borrower to be made on any date, the cumulative aggregate principal amount of all Advances under the Multiple Advance Term Promissory Note shall not exceed $16,891,105.87. (e) No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority shall be pending or, to the knowledge of the Borrower, threatened by or against the Borrower or the Lender with respect to this Agreement or any of the other Loan Papers or the transactions contemplated by this Agreement or any of the other Loan Papers. (ef) The Lender shall have received all Gross Assets Available for Borrowing Base Reports Calculations required to be delivered by Borrower pursuant to Section 2.3(b)(i). Each borrowing by the Borrower hereunder shall constitute a representation and warranty by the Borrower as of the date thereof that the conditions contained in this Section 3.2 have been satisfied.

Conditions to Subsequent Advances. The obligation of the Lender Lxxxxx’s obligations hereunder to make any Subsequent Advance under subsequent Advances are conditioned upon the Revolving Line of Credit Promissory Note requested following, each in form and substance satisfactory to be made by the Borrower on any date is subject to the satisfaction of the following conditions precedentLender: (i) Lxxxxx’s timely receipt of an Advance Request, together with all required supporting documentation; (ii) Written evidence that Bxxxxxxx has contributed a portion of Bxxxxxxx’s Equity in the amount of $3,320,000.00 toward the construction of the Improvements of the Property; (iii) Signed and executed sub-leases totaling $2,220,000.00 of not less than five (5) year terms required to support Debt Service Coverage of at least 1.25:1.0 to begin construction funding; provided, however, that for purposes of satisfying this condition, Borrower shall not be required to extend the term of any lease and/or sub-lease that is already in effect as of the closing of the Loan; (iv) The Equity Reserve of $1,480,000.00 shall have been deposited with Lender; (v) The Debt Service Reserve shall remain on deposit with Lender in the amount of $1,950,000.00; (vi) If requested by Lxxxxx, the Title Company shall issue an endorsement to the Title Insurance Policy continuing the effective date of the Title Insurance Policy through the date of the Advance, insuring that there has been no change in the status of the title to the Property and increasing the amount of the Title Insurance Policy by the amount of the Advance being made in connection therewith; (vii) Lxxxxx’s receipt of a satisfactory inspection report from Inspector; (viii) Lender shall be satisfied that there has been no material adverse change in the financial condition, properties or prospects of Borrower; (ix) Borrower shall provide Lender copies of (a) Each of the representations and warranties made by the Borrower in or Builder’s Risk Insurance, pursuant to Section 5.17 below and prior to any commencement of construction or acquisition of any materials to be used in connection with the Loan Papers shall be true Project; (b) copies of all remaining contracts with sub-contractors; and correct (c) all permits, management agreements and bonds further required herein in all material respects on Section 5.13 and as 5.20 herein; and (x) Lxxxxx’s receipt of such date other documents, instruments, information, agreements and certificates as if made on and as of such dateLender or the Title Company may reasonably require. (bxi) No Event Borrower shall deliver a building permit in connection with the Improvements to Lender; (xii) Borrower shall deliver a certified copy of Default shall have occurred a construction contract with a general Contractor acceptable to Lender and be continuing on such date providing for a fixed-price or after giving effect guaranteed maximum price in an amount not greater than the amount allocated to construction in the Subsequent Advance requested Budget and otherwise containing terms and conditions acceptable to be made on such dateLender, together with Contractor’s completion schedule and schedule of values (the “Construction Contract”); (xiii) Evidence that the Retainage Escrow Account has been established. (cxiv) Notwithstanding All of the requirements set forth herein in Section 2.4(b), after giving effect 2.6(c) shall be deemed post-closing obligations of Borrower and shall be satisfied upon Lxxxxx’s request and any Request for Advance may be delayed as a result of Bxxxxxxx’s failure to comply with same. Subject to the Advances under the Revolving Line of Credit Promissory Note requested by Borrower to be made on any date, the aggregate principal amount fulfillment of the Revolving Line requirements of Credit Promissory Note then outstanding shall not exceed the lesser of (iSection 2.6(b)(iii)-(v) $750,000.00 or (iiand this Section 2.6(c) the Borrowing Base then in effect. (d) No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority shall be pending or, to the knowledge of the Borrower, threatened by or against the Borrower or the Lender with respect to this Agreement or any of the other Loan Papers or the transactions contemplated by this Agreement or any of the other Loan Papers. (e) The Lender shall have received all Borrowing Base Reports required to be delivered by Borrower pursuant to Section 2.3(b)(i). Each borrowing by fund each Advance not later than the Borrower hereunder shall constitute a representation and warranty by the Borrower as 25th day of the date thereof that the conditions contained in this Section 3.2 have been satisfiedeach calendar month.

Conditions to Subsequent Advances. The obligation of the Lender to make any Subsequent Advance under the Multiple Advance Term Promissory Note and the Revolving Line of Credit Promissory Note requested to be made by the Borrower on any date is subject to the satisfaction of the following conditions precedent: (a) Each of the representations and warranties made by the Borrower in or pursuant to the Loan Papers shall be true and correct in all material respects on and as of such date as if made on and as of such date. (b) No Event of Default shall have occurred and be continuing on such date or after giving effect to the Subsequent Advance requested to be made on such date. (c) Notwithstanding Section 2.4(b), after giving effect to the Advances under the Revolving Line of Credit Promissory Note requested by Borrower to be made on any date, the aggregate principal amount of the Revolving Line of Credit Promissory Note then outstanding shall not exceed the lesser of (i) $750,000.00 40,000,000.00 or (ii) the amount available for Advance under the Revolving Line of Credit Note, as determined in accordance with and as set forth in line Q of the Gross Assets Available for Borrowing Base then in effectCalculation. (d) After giving effect to the Advances under the Multiple Advance Term Promissory Note requested by Borrower to be made on any date, the cumulative aggregate principal amount of all Advances under the Multiple Advance Term Promissory Note shall not exceed $16,891,205.87. (e) No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority shall be pending or, to the knowledge of the Borrower, threatened by or against the Borrower or the Lender with respect to this Agreement or any of the other Loan Papers or the transactions contemplated by this Agreement or any of the other Loan Papers. (ef) The Lender shall have received all Gross Assets Available for Borrowing Base Reports Calculations required to be delivered by Borrower pursuant to Section 2.3(b)(i). Each borrowing by the Borrower hereunder shall constitute a representation and warranty by the Borrower as of the date thereof that the conditions contained in this Section 3.2 have been satisfied.

Conditions to Subsequent Advances. The obligation of the Lender to make any Subsequent Advance under the Advance Note, the $10,000,000.00 Multiple Advance Term Promissory Note and the Revolving Line of Credit Promissory Note requested to be made by the Borrower on any date is subject to the satisfaction of the following conditions precedent: (a) Each of the representations and warranties made by the Borrower in or pursuant to the Loan Papers shall be true and correct in all material respects on and as of such date as if made on and as of such date. (b) No Event of Default shall have occurred and be continuing on such date or after giving effect to the Subsequent Advance requested to be made on such date. (c) Notwithstanding Section 2.4(b), after giving effect to the Advances under the Revolving Line of Credit Promissory Note requested by Borrower to be made on any date, the aggregate principal amount of the Revolving Line of Credit Promissory Note then outstanding shall not exceed the lesser of (i) $750,000.00 10,000,000.00 or (ii) the amount available for Advance under the Revolving Line of Credit Note, as determined in accordance with and as set forth in line R of the Gross Assets Available for Borrowing Base then in effectCalculation. (d) After giving effect to the Advances under the Advance Note requested by Borrower to be made on any date, the cumulative aggregate principal amount of all Advances under the Advance Note shall not exceed $10,000,000.00. (e) Each request for an Advance under the Advance Note shall have been received by Lender prior to December 14, 2005. (f) After giving effect to the Advances under the $10,000,000.00 Multiple Advance Term Promissory Note requested by Borrower to be made on any date, the cumulative aggregate principal amount of all Advances under the $10,000,000.00 Multiple Advance Term Promissory Note shall not exceed $10,000,000.00. (g) Each request for an Advance under the $10,000,000.00 Multiple Advance Term Promissory Note shall have been received by Lender prior to March 14, 2006. (h) No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority shall be pending or, to the knowledge of the Borrower, threatened by or against the Borrower or the Lender with respect to this Agreement or any of the other Loan Papers or the transactions contemplated by this Agreement or any of the other Loan Papers. (ei) The Lender shall have received all Gross Assets Available for Borrowing Base Reports Calculations required to be delivered by Borrower pursuant to Section 2.3(b)(i). Each borrowing by the Borrower hereunder shall constitute a representation and warranty by the Borrower as of the date thereof that the conditions contained in this Section 3.2 have been satisfied.

Conditions to Subsequent Advances. The obligation of the Lender Note Purchaser to make fund any Subsequent Advance under the Revolving Line of Credit Promissory Note requested with respect to Additional Receivables shall be made by the Borrower on any date is subject to the satisfaction receipt by the Note Purchaser of the following conditions precedentitems on or prior to the related Funding Date, each in form and substance satisfactory to the Note Purchaser: (a) Each an updated Schedule of Receivables and the Issuer shall have delivered to the Trustee an Assignment and shall have indicated in its computer files such the Receivables have been transferred to the Issuer and, within five (5) Business Days thereafter, the Issuer shall have delivered a computer printout, computer file or microfiche list containing a true and complete list of all Receivables to be purchased on the related Funding Date, identified by account number and the aggregate amount of the Receivables, as of the Funding Date, which computer printout, computer file or microfiche list shall be as of the date of such Assignment and shall be incorporated into and made a part of such Assignment and the Sale and Servicing Agreement; (b) the Custodian shall have delivered to the Note Purchaser a Custodial Receipt with respect to the Receivable Files for the Additional Receivables to be purchased on such Funding Date in substantially the form attached as Exhibit A to the Sale and Servicing Agreement; (c) the amount on deposit in the Reserve Account shall equal or exceed the Required Reserve Account Amount, taking into account the application of the proceeds of the proposed Advance on such Funding Date; (d) all limitations specified in Section 2.02 of this Agreement and the conditions set forth in Section 2.1(b) of the Sale and Servicing Agreement shall have been satisfied with respect to the making of such Advance; (e) no later than two (2) Business Days prior to the requested Funding Date, the Note Purchaser shall have received a properly completed Borrowing Base Certificate from the Servicer in the form of Exhibit A hereto and after giving effect to such Advance, the Borrowing Base Deficiency shall be zero; (f) no later than two (2) Business Days prior to the requested Funding Date, the Note Purchaser shall have received a properly completed and executed Advance Request pursuant to Section 2.03 hereof; (g) the Servicer shall have delivered to the Note Purchaser the Servicer’s Certificate for the immediately preceding Accrual Period pursuant to Section 4.9 of the Sale and Servicing Agreement; (h) an Officer’s Certificate from the Originator which certifies that: (i) the representations and warranties made by the Borrower Xxxx Parties in or pursuant to the Loan Papers shall be Basic Documents are true and correct in all material respects on and as of the date of such date requested Advance, with the same effect as if though made on and as the date of such date.Advance; (ii) the Xxxx Parties are in compliance with all covenants made by each such party in the Basic Documents (iii)such Advance will not cause there to be more than two Advances made in a calendar week; (iv) after giving effect to such Advance, the Invested Amount of the Note will not exceed the Maximum Invested Amount; (v) after giving effect to such Advance, the Borrowing Base Deficiency shall be equal to zero; (vi) Facility Termination Date shall not have occurred or will not occur as a result of making such Advance; and (vii) before and after giving effect to any addition of Receivables, no Event of Default, Funding Termination Event or Servicer Termination Event shall have occurred, or event, which with the giving of notice, the lapse of time or both shall constitute an Event of Default, Funding Termination Event or Servicer Termination Event, shall have occurred. or will occur as a result of the purchase of the Additional Receivables or the Advance by the Note Purchaser; (bi) No Event an Officer’s Certificate of Default shall have occurred and be continuing on such date or the Servicer which provides that (i) after giving effect to the Subsequent Advance requested Advance, the weighted average of the aggregate Amount Financed under the Receivables over the aggregate “value” of such Financed Equipment (as determined by reference to the Standard Trade Price for new Financed Equipment and the Green Guide for used Financed Equipment), shall not exceed 95%, (ii) after giving affect to the Advance, there will be not less than 300 Obligors with Receivables in the pool of Receivables and (iii) the weighted average maturity of the outstanding Receivables shall not exceed 54 months; (j) except to the extent such information has previously been provided by the Originator, the Note Purchaser shall have received from the Originator (i) a state by state survey of the license and other regulatory requirements in each of the states in which the related Receivables were originated, which shall be in form and substance satisfactory to the Note Purchaser and its counsel, (ii) copies of all certificates and licenses required to be made on obtained by the Originator or the Servicer in order to do business in each of the states in which such date.Receivables were originated, and (iii) an Opinion of Counsel from Xxxxx & Xxxxxxx LLP, with respect to the licensing, permitting and other regulatory requirements as set forth in the related survey and the Originator’s compliance therewith; (ck) Notwithstanding Section 2.4(b), after giving effect the Issuer shall have delivered to the Advances under Note Purchaser such other documents and opinions as the Revolving Line of Credit Promissory Note requested by Borrower to Purchaser may reasonably request; and (l) (A) the Hedge Agreement (i) shall be made on any datein full force and effect and no termination event thereunder shall have occurred, the aggregate principal (ii) shall provide that notional amount of the Revolving Line of Credit Promissory Note then outstanding Hedge Agreement shall not exceed begin to amortize prior to the lesser three month anniversary of the Closing Date and (iiii) $750,000.00 or shall include an amortization schedule which shall be calculated assuming zero losses and zero prepayments; and (iiB) the Borrowing Base then in effect. (d) No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority Hedge Counterparty shall be pending or, have a rating at least equal to the knowledge then current S &P rating on Note. The giving of the Borrower, threatened by or against the Borrower or the Lender with respect to this Agreement or any of the other Loan Papers or the transactions contemplated by this Agreement or any of the other Loan Papers. (e) The Lender shall have received all Borrowing Base Reports required to be delivered by Borrower notice pursuant to Section 2.3(b)(i). Each borrowing by the Borrower hereunder 2.03 shall constitute a representation and warranty by the Borrower as of Issuer and the date thereof Servicer that the all conditions contained in this Section 3.2 precedent to such Advance have been satisfied. During the period beginning on the Cutoff Date for the Receivables to be sold to be purchased and the related Funding Date, as applicable, there shall have occurred none of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the NASDAQ; (ii) a suspension or material limitation in trading in the securities of the Originator or an Affiliate thereof, if applicable; (iii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (v) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in the Note Purchaser judgment makes it impracticable or inadvisable to proceed with the related Advance or any other transaction contemplated by this Agreement.

Conditions to Subsequent Advances. The obligation of the Lender to make any Subsequent Advance under the Advance Note and the Revolving Line of Credit Promissory Note requested to be made by the Borrower on any date is subject to the satisfaction of the following conditions precedent: (a) Each of the representations and warranties made by the Borrower in or pursuant to the Loan Papers shall be true and correct in all material respects on and as of such date as if made on and as of such date. (b) No Event of Default shall have occurred and be continuing on such date or after giving effect to the Subsequent Advance requested to be made on such date. (c) Notwithstanding Section 2.4(b), after giving effect to the Advances under the Revolving Line of Credit Promissory Note requested by Borrower to be made on any date, the aggregate principal amount of the Revolving Line of Credit Promissory Note then outstanding shall not exceed the lesser of (i) $750,000.00 2,000,000.00 or (ii) the amount available for Advance under the Revolving Line of Credit Note, as determined in accordance with and as set forth in line Q of the Borrowing Base then in effectReport. (d) After giving effect to the Advances under the Advance Note requested by Borrower to be made on any date, the cumulative aggregate principal amount of all Advances under the Advance Note shall not exceed $10,000,000.00. (e) Each request for an Advance under the Advance Note shall have been received by Lender prior to December 14, 2005. (f) No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority shall be pending or, to the knowledge of the Borrower, threatened by or against the Borrower or the Lender with respect to this Agreement or any of the other Loan Papers or the transactions contemplated by this Agreement or any of the other Loan Papers. (eg) The Lender shall have received all Borrowing Base Reports required to be delivered by Borrower pursuant to Section 2.3(b)(i). Each borrowing by the Borrower hereunder shall constitute a representation and warranty by the Borrower as of the date thereof that the conditions contained in this Section 3.2 have been satisfied.