Common use of Further Conditions to the Loans Clause in Contracts

Further Conditions to the Loans. Lender shall not be obligated to fund any Loan (including the initial Loans), if, as of the date thereof: (a) B▇▇▇▇▇▇▇ has failed to deliver a Notice of Borrowing and, with respect to a Contract Revolver Advance, all invoices and other documentation associated with the proposed Contract Revolver Advance, together with suitable documentation and information evidencing how the proceeds of the Contract Revolver Loan will support Borrower’s Green Loan Objectives pursuant to Section 1.3(b); (b) any representation or warranty by any Credit Party contained herein or in any of the other Loan Documents shall be untrue or incorrect as of such date, except to the extent that any such representation or warranty is expressly stated to relate to a specific earlier date, in which case, such representation and warranty shall be true and correct as of such earlier date; (c) any event or circumstance, which has had or reasonably could be expected to have a Material Adverse Effect, shall have occurred since the Closing Date; (d) any Default shall have occurred and be continuing or would result after giving effect to such Loan; or (e) after giving effect to such Loan, the Revolving Credit Loan would exceed the Operating Loan Borrowing Availability or the Contract Revolver Loan would exceed the Contract Revolver Borrowing Availability. The request and acceptance by Borrower of the proceeds of any Loan shall be deemed to constitute, as of the date of such request and the date of such acceptance: (i) a representation and warranty by Borrower that the conditions in this Section 2.2 have been satisfied; and (ii) a restatement by Borrower of each of the representations and warranties made by it in each Loan Document and a reaffirmation by Borrower of the granting and continuance of L▇▇▇▇▇’s Liens pursuant to the Loan Documents.

Further Conditions to the Loans. Lender shall not be obligated to ------------------------------- fund any Loan (including the initial Loans)Loan, if, as of the date thereof: (a) B▇▇▇▇▇▇▇ has failed to deliver a Notice of Borrowing and, with respect to a Contract Revolver Advance, all invoices and other documentation associated with the proposed Contract Revolver Advance, together with suitable documentation and information evidencing how the proceeds of the Contract Revolver Loan will support Borrower’s Green Loan Objectives pursuant to Section 1.3(b); (b) any representation or warranty by any Credit Party contained herein or in any of the other Loan Documents shall be untrue or incorrect as of such date, except to the extent that any such representation or warranty is expressly stated to relate to a specific earlier date, in which case, such representation and warranty shall be true and correct as of such earlier date;; or (cb) any event or circumstance, circumstance which has had or reasonably could be expected to have a Material Adverse Effect, Effect shall have occurred since the Closing Date;; or (dc) any Default other than the Existing Events of Default shall have occurred and be continuing or would result after giving effect to such Loan; or (ed) after giving effect to such Loan, Loan the Revolving Credit Loan attributable to any Borrower would exceed the Operating Loan Borrowing Availability of such Borrower. (e) any action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any Governmental Authority to enjoin, restrain or prohibit, or to obtain damages in respect of, or which is related to or arises out of, this Agreement, any other Loan Document or any Acquisition Document or the Contract Revolver consummation of any transaction contemplated hereby or thereby and which, in Lender's sole judgment, would make it inadvisable to consummate any transaction contemplated by this Agreement, any other Loan would exceed the Contract Revolver Borrowing AvailabilityDocument or any Acquisition Document. The request and acceptance by Borrower Leading Borrower, as agent for each Borrower, of the proceeds of any Loan Loan, and the request by Leading Borrower, as agent for each Borrower, for the incurrence by Lender of any Letter of Credit Obligations, as the case may be, shall be deemed to constitute, as of the date of such request and the date of such acceptance: , (i) a representation and warranty by each Borrower that the conditions in this Section 2.2 have been satisfied; satisfied and (ii) a restatement by each Borrower of each of the representations and warranties made by it such Borrower in each any Loan Document and a reaffirmation by each Borrower of the granting and continuance of L▇▇▇▇▇’s Lender's Liens pursuant to the Loan Documents.

Further Conditions to the Loans. Lender shall not be obligated to fund any Loan (including the initial Loans)) , if, as of the date thereof: (a) B▇▇▇▇▇▇▇ has failed to deliver a Notice of Borrowing and, with respect to a Contract Revolver Advance, all invoices and other documentation associated with the proposed Contract Revolver Advance, together with suitable documentation and information evidencing how the proceeds of the Contract Revolver Loan will support Borrower’s Green Loan Objectives pursuant to Section 1.3(b); (b) any representation or warranty by any Credit Party contained herein or in any of the other Loan Documents shall be untrue or incorrect in any material respect as of such date, except to the extent that any such representation or warranty is expressly stated to relate to a specific earlier date, in which case, such representation and warranty shall be true and correct in all material respects as of such earlier date;; or (cb) any event or circumstance, circumstance which has had or reasonably could be expected to have a Material Adverse Effect, Effect shall have occurred since the Closing Date;; or (dc) any Default shall have occurred and be continuing or would result after giving effect to such Loan; or (ed) after giving effect to such Loan, Loan the Revolving Credit Loan would exceed the Operating Borrowing Availability; or (e) any action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any Governmental Authority to enjoin, restrain or prohibit, or to obtain damages in respect of, or which is related to or arises out of, this Agreement or any other Loan Borrowing Availability Document or the Contract Revolver consummation of any transaction contemplated hereby or thereby and which, in Lender's sole and reasonable judgment, would make it inadvisable to consummate any transaction contemplated by this Agreement or any other Loan would exceed the Contract Revolver Borrowing AvailabilityDocument. The request and acceptance by Borrower of the proceeds of any Loan shall be deemed to constitute, as of the date of such request and the date of such acceptance: , (i) a representation and warranty by Borrower that the conditions in this Section 2.2 have been satisfied; satisfied and (ii) a restatement by Borrower of each of the representations and warranties made by it in each Loan Document and a reaffirmation by Borrower of the granting and continuance of L▇▇▇▇▇’s Lender's Liens pursuant to the Loan Documents.

Further Conditions to the Loans. Lender It shall not be obligated a further condition to fund the funding of any Loan (Loan, including the initial Loans), ifthat the following statements be true on the date of each such funding, advance or incurrence, as of the date thereofcase may be: (a) B▇▇▇▇▇▇▇ has failed to deliver a Notice of Borrowing and, with respect to a Contract Revolver Advance, all invoices and other documentation associated with the proposed Contract Revolver Advance, together with suitable documentation and information evidencing how the proceeds of the Contract Revolver Loan will support Borrower’s Green Loan Objectives pursuant to Section 1.3(b); (b) any representation or warranty by any Credit Party contained herein or in any representations and warranties of Borrower under this Agreement and the other Loan Documents shall be untrue or incorrect as of true and correct in all material respects at such date, except to the extent that any such representation or warranty is expressly stated to representations and warranties relate to a specific an earlier date, date in which case, case such representation representations and warranty warranties shall be remain true and correct in all material respects as of such earlier datedate (provided that the foregoing materiality qualifications shall not apply to any representations and warranties that already are qualified or modified by materiality in the text thereof), both before and after giving effect to the funding of such Loan, and Agent shall have received, if it so elects, a certification to that effect signed by an Authorized Signatory; (b) Borrower shall be in compliance with the Asset Coverage Ratio requirements as set forth in Section 3.24(e) immediately prior to the making of such Loan and immediately after giving effect thereto and shall have provided a certificate of Borrower’s Chief Financial Officer to that effect; (c) any event or circumstancenot less than two (2) Business Days prior to the proposed Drawdown Date for such Loan, which has had or reasonably could be expected to have a Material Adverse Effect, (i) Borrower shall have occurred since delivered to Agent: (A) an updated Borrowing Base Certificate, including an aged list of Eligible Notes Receivable, a detailed calculation of the Closing DateBorrowing Base, and such supporting detail and documentation as Agent may request; (B) a summary of the filing information (to the extent available) of all UCC financing statements indicating Borrower’s security interest in any collateral obtained in connection with any Pledged Loan Paper; (C) a completed checklist for each Note Receivable included or to be included in the Borrowing Base; and (D) all other Required Asset Documents, (ii) Borrower shall have taken the actions with respect to all agreements, instruments and documents relating to assets included in the Borrowing Base as may be required hereunder or under the Possessory Collateral Agreement and the other Loan Documents, including delivery to Agent or the Pledgeholder of (x) original copies of all Pledged Loan Paper and (y) all originals of each Instrument issued to Borrower in connection with each Pledged Note Receivable (endorsed in blank pursuant to an allonge in form satisfactory to Agent which shall provide “Pay to the Order of MUFG Union Bank, N.A., as Agent, without recourse.”) and (iii) Agent’s counsel shall have received and reviewed all standard documentation evidencing, governing, securing and guaranteeing Pledged Notes Receivable, and been satisfied such documentation provides Borrower and Agent with appropriate rights and remedies to enforce any necessary collection actions with respect to such Pledged Notes Receivable; (d) Borrower shall have deposited, or caused to be deposited, in the Collection Account all Collections and Recoveries received with respect to each Pledged Note Receivable and all Proceeds received with respect to all Account Debtor Collateral securing any Default Pledged Note Receivable, in each case from and after the date such Pledged Note Receivable was first included in the Borrowing Base; (e) Agent shall determine that, after giving effect to the requested Loan, an Overadvance shall not exist; and (f) no event shall have occurred and be continuing continuing, or would result after giving effect to such Loan; or (e) after giving effect to such from the funding, advance or incurrence of any Loan, the Revolving Credit Loan which constitutes or would exceed the Operating Loan Borrowing Availability constitute a Default or the Contract Revolver Loan would exceed the Contract Revolver Borrowing Availabilityan Event of Default. The request and acceptance by Borrower of the proceeds of any Loan the Loans shall be deemed to constitute, as of the date of such request and the date of such acceptance: Loan, (i1) a representation and warranty by Borrower that the conditions in this Section 2.2 have been satisfied; satisfied and (ii2) a restatement by Borrower of each of the representations and warranties made by it in each Loan Document and a reaffirmation confirmation by Borrower of the granting and continuance of L▇▇▇▇▇Agent’s Liens pursuant to the Loan Collateral Documents.

Further Conditions to the Loans. Lender shall not be obligated to fund any Loan (including the initial Loans)Loan, if, as of the date thereof: (a) B▇▇▇▇▇▇▇ has failed to deliver a Notice of Borrowing and, with respect to a Contract Revolver Advance, all invoices and other documentation associated with the proposed Contract Revolver Advance, together with suitable documentation and information evidencing how the proceeds of the Contract Revolver Loan will support Borrower’s Green Loan Objectives pursuant to Section 1.3(b); (b) any representation or warranty by any Credit Party contained herein or in any of the other Loan Documents shall be untrue or incorrect as of such date, except to the extent that any such representation or warranty is expressly stated to relate to a specific earlier date, in which case, such representation and warranty shall be true and correct as of such earlier date;; or (cb) any event or circumstance, circumstance which has had or reasonably could be expected to have a Material Adverse Effect, Effect shall have occurred since the Closing Date;; or (dc) any Default shall have occurred and be continuing or would result after giving effect to such Loan; or (ed) after giving effect to such Loan, Loan the Revolving Credit Loan would exceed exceeds the Operating Borrowing Availability; or (e) any action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any Governmental Authority to enjoin, restrain or prohibit, or to obtain damages in respect of, or which is related to or arises out of, this Agreement or any other Loan Borrowing Availability Document or the Contract Revolver consummation of any transaction contemplated hereby or thereby and which, in Lender's sole judgment, would make it inadvisable to consummate any transaction contemplated by this Agreement or any other Loan would exceed the Contract Revolver Borrowing AvailabilityDocument. The request and acceptance by Borrower of the proceeds of any Loan shall be deemed to constitute, as of the date of such request and the date of such acceptance: , (i) a representation and warranty by Borrower that the conditions in this Section 2.2 have been satisfied; satisfied and (ii) a restatement by Borrower of each of the representations and warranties made by it in each Loan Document and a reaffirmation by Borrower of the granting and continuance of L▇▇▇▇▇’s Lender's Liens pursuant to the Loan Documents.

Further Conditions to the Loans. Lender shall not be obligated to ------------------------------- fund any Loan (including the initial Loans), if, as of the date thereof: (a) B▇▇▇▇▇▇▇ has failed to deliver a Notice of Borrowing and, with respect to a Contract Revolver Advance, all invoices and other documentation associated with the proposed Contract Revolver Advance, together with suitable documentation and information evidencing how the proceeds of the Contract Revolver Loan will support Borrower’s Green Loan Objectives pursuant to Section 1.3(b); (b) any representation or warranty by any Credit Party contained herein or in any of the other Loan Documents shall be untrue or incorrect as of such date, except to the extent that any such representation or warranty is expressly stated to relate to a specific earlier date, in which case, such representation and warranty shall be true and correct as of such earlier date;; or (cb) any event or circumstance, circumstance which has had or reasonably could be expected to have a Material Adverse Effect, Effect shall have occurred since the Closing Date;; or (dc) any Default shall have occurred and be continuing or would result after giving effect to such Loan; or (ed) after giving effect to such Loan, Loan the Revolving Credit Loan attributable to any Borrower would exceed the Operating Loan Borrowing Availability of such Borrower. (e) any action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any Governmental Authority to enjoin, restrain or prohibit, or to obtain damages in respect of, or which is related to or arises out of, this Agreement, any other Loan Document or any Acquisition Document or the Contract Revolver consummation of any transaction contemplated hereby or thereby and which, in Lender's sole judgment, would make it inadvisable to consummate any transaction contemplated by this Agreement, any other Loan would exceed the Contract Revolver Borrowing AvailabilityDocument or any Acquisition Document. The request and acceptance by Borrower Leading Borrower, as agent for each Borrower, of the proceeds of any Loan Loan, and the request by Leading Borrower, as agent for each Borrower, for the incurrence by Lender of any Letter of Credit Obligations, as the case may be, shall be deemed to constitute, as of the date of such request and the date of such acceptance: , (i) a representation and warranty by each Borrower that the conditions in this Section 2.2 have been satisfied; satisfied and (ii) a restatement by each Borrower of each of the representations and warranties made by it such Borrower in each any Loan Document and a reaffirmation by each Borrower of the granting and continuance of L▇▇▇▇▇’s Lender's Liens pursuant to the Loan Documents.

Further Conditions to the Loans. Lender It shall not be obligated a further condition to fund the funding of any Loan (Loan, including the initial Loans), ifthat the following statements be true on the date of each such funding, advance or incurrence, as of the date thereofcase may be: (a) B▇▇▇▇▇▇▇ has failed to deliver a Notice of Borrowing and, with respect to a Contract Revolver Advance, all invoices and other documentation associated with the proposed Contract Revolver Advance, together with suitable documentation and information evidencing how the proceeds of the Contract Revolver Loan will support Borrower’s Green Loan Objectives pursuant to Section 1.3(b); (b) any representation or warranty by any Credit Party contained herein or in any representations and warranties of Borrower under this Agreement and the other Loan Documents shall be untrue or incorrect as of true and correct in all material respects at such date, except to the extent that any such representation or warranty is expressly stated to representations and warranties relate to a specific an earlier date, date in which case, case such representation representations and warranty warranties shall be remain true and correct in all material respects as of such earlier datedate (provided that the foregoing materiality qualifications shall not apply to any representations and warranties that already are qualified or modified by materiality in the text thereof), both before and after giving effect to the funding of such Loan, and Agent shall have received, if it so elects, a certification to that effect signed by an Authorized Signatory; (b) Borrower shall be in compliance with the Asset Coverage Ratio requirements as set forth in Section 3.24(e) immediately prior to the making of such Loan and immediately after giving effect thereto and shall have provided a certificate of Borrower’s Chief Financial Officer to that effect; (c) any event or circumstancenot less than two (2) Business Days prior to the proposed Drawdown Date for such Loan, which has had or reasonably could be expected to have a Material Adverse Effect, (i) Borrower shall have occurred since delivered to Agent: (A) an updated Borrowing Base Certificate, including an aged list of Eligible Notes Receivable, a detailed calculation of the Closing DateBorrowing Base, and such supporting detail and documentation as Agent may request; (B) a summary of the filing information (to the extent available) of all UCC financing statements indicating Borrower’s security interest in any collateral obtained in connection with any Pledged Loan Paper; (C) a completed checklist for each Note Receivable included or to be included in the Borrowing Base; and (D) all other Required Asset Documents, (ii) Borrower shall have taken the actions with respect to all agreements, instruments and documents relating to assets included in the Borrowing Base as may be required hereunder or under the Possessory Collateral Agreement and the other Loan Documents, including delivery to Agent or the Pledgeholder of (x) original copies of all Pledged Loan Paper and (y) all originals of each Instrument issued to Borrower in connection with each Pledged Note Receivable (endorsed in blank pursuant to an allonge in form satisfactory to Agent which shall provide “Pay to the Order of Union Bank, N.A., as Agent, without recourse.”) and (iii) Agent’s counsel shall have received and reviewed all standard documentation evidencing, governing, securing and guaranteeing Pledged Notes Receivable, and been satisfied such documentation provides Borrower and Agent with appropriate rights and remedies to enforce any necessary collection actions with respect to such Pledged Notes Receivable; (d) Borrower shall have deposited, or caused to be deposited, in the Collection Account all Collections and Recoveries received with respect to each Pledged Note Receivable and all Proceeds received with respect to all Account Debtor Collateral securing any Default Pledged Note Receivable, in each case from and after the date such Pledged Note Receivable was first included in the Borrowing Base; (e) Agent shall determine that, after giving effect to the requested Loan, an Overadvance shall not exist; and (f) no event shall have occurred and be continuing continuing, or would result after giving effect to such Loan; or (e) after giving effect to such from the funding, advance or incurrence of any Loan, the Revolving Credit Loan which constitutes or would exceed the Operating Loan Borrowing Availability constitute a Default or the Contract Revolver Loan would exceed the Contract Revolver Borrowing Availabilityan Event of Default. The request and acceptance by Borrower of the proceeds of any Loan the Loans shall be deemed to constitute, as of the date of such request and the date of such acceptance: Loan, (i1) a representation and warranty by Borrower that the conditions in this Section 2.2 have been satisfied; satisfied and (ii2) a restatement by Borrower of each of the representations and warranties made by it in each Loan Document and a reaffirmation confirmation by Borrower of the granting and continuance of L▇▇▇▇▇Agent’s Liens pursuant to the Loan Collateral Documents.

Further Conditions to the Loans. Lender It shall not be obligated a further condition to fund the funding of any Loan (Loan, including the initial Loans), ifthat the following statements be true on the date of each such funding, advance or incurrence, as of the date thereofcase may be: (a) B▇▇▇▇▇▇▇ has failed to deliver a Notice of Borrowing and, with respect to a Contract Revolver Advance, all invoices and other documentation associated with the proposed Contract Revolver Advance, together with suitable documentation and information evidencing how the proceeds of the Contract Revolver Loan will support Borrower’s Green Loan Objectives pursuant to Section 1.3(b); (b) any representation or warranty by any Credit Party contained herein or in any representations and warranties of Borrower under this Agreement and the other Loan Documents shall be untrue or incorrect as of true and correct in all material respects at such date, except to the extent that any such representation or warranty is expressly stated to representations and warranties relate to a specific an earlier date, date in which case, case such representation representations and warranty warranties shall be remain true and correct in all material respects as of such earlier datedate (provided that the foregoing materiality qualifications shall not apply to any representations and warranties that already are qualified or modified by materiality in the text thereof), both before and after giving effect to the funding of such Loan; (b) Borrower shall be in compliance with the Asset Coverage Ratio requirements as set forth in Section 3.24(e) immediately prior to the making of such Loan and immediately after giving effect thereto and shall have provided a certificate of Borrower’s Chief Financial Officer to that effect; (c) any event or circumstancenot less than two (2) Business Days prior to the proposed Drawdown Date for such Loan, which has had or reasonably could be expected to have a Material Adverse Effect, (i) Borrower shall have occurred since delivered to Agent: (A) an updated Borrowing Base Certificate, including an aged list of Eligible Notes Receivable, a detailed calculation of the Closing DateBorrowing Base, and such supporting detail and documentation as Agent may request; (B) a summary of the filing information (to the extent available) of all UCC financing statements indicating Borrower’s security interest in any collateral obtained in connection with any Pledged Loan Paper; (C) a completed checklist for each Note Receivable included or to be included in the Borrowing Base; and (D) all other Required Asset Documents, (ii) Borrower shall have taken the actions with respect to all agreements, instruments and documents relating to assets included in the Borrowing Base as may be required hereunder or under the Possessory Collateral Agreement and the other Loan Documents, including delivery to the Agent or the Pledgeholder of (x) original copies of all Pledged Loan Paper and (y) all originals of each Instrument issued to Borrower in connection with each Pledged Note Receivable (endorsed in blank pursuant to an allonge in form satisfactory to Agent which shall provide “Pay to the Order of Union Bank, N.A., as Agent, without recourse.”) and (iii) Agent’s counsel shall have received and reviewed all standard documentation evidencing, governing, securing and guaranteeing Pledged Notes Receivable, and been satisfied such documentation provides Borrower and Agent with appropriate rights and remedies to enforce any necessary collection actions with respect to such Pledged Notes Receivable; (d) Borrower shall have deposited, or caused to be deposited, in the Collection Account all Collections and Recoveries received with respect to each Pledged Note Receivable and all Proceeds received with respect to all Account Debtor Collateral securing any Default Pledged Note Receivable, in each case from and after the date such Pledged Note Receivable was first included in the Borrowing Base; (e) Agent shall determine that, after giving effect to the requested Loan, an Overadvance shall not exist; and (f) no event shall have occurred and be continuing continuing, or would result after giving effect to such Loan; or (e) after giving effect to such from the funding, advance or incurrence of any Loan, the Revolving Credit Loan which constitutes or would exceed the Operating Loan Borrowing Availability constitute a Default or the Contract Revolver Loan would exceed the Contract Revolver Borrowing Availabilityan Event of Default. The request and acceptance by Borrower of the proceeds of any Loan the Loans shall be deemed to constitute, as of the date of such request and the date of such acceptance: Loan, (i1) a representation and warranty by Borrower that the conditions in this Section 2.2 have been satisfied; satisfied and (ii2) a restatement by Borrower of each of the representations and warranties made by it in each Loan Document and a reaffirmation confirmation by Borrower of the granting and continuance of L▇▇▇▇▇Agent’s Liens pursuant to the Loan Collateral Documents.