Common use of Additional Conditions Precedent to All Advances Clause in Contracts

Additional Conditions Precedent to All Advances. Each Advance shall be subject to the further conditions precedent that: (a) The Borrower shall have delivered a Funding Request in accordance with the procedures set forth in Section 2.2 and certified in the related Borrower Notice that: (i) The representations and warranties set forth in Section 4.1 are true and correct in all material respects on and as of such date and the related Funding Date, before and after giving effect to such borrowing and to the application of the proceeds therefrom, as though made on and as of such date (except for representations and warranties that are qualified by materiality, a Material Adverse Effect or any similar qualifier, which representations shall be true and correct in all respects as of such date and the related Funding Date); and (ii) No event has occurred, or would result from such Advance or from the application of the proceeds therefrom, that constitutes an Event of Default or an Unmatured Event of Default; (b) The Termination Date shall not have occurred; (c) Before and after giving effect to such Advance and to the application of proceeds therefrom the Borrowing Base Test shall be satisfied, as calculated on such date; (d) No claim has been asserted or proceeding commenced challenging the enforceability or validity of any of the Transaction Documents or the Loan Documents, excluding any instruments, certificates or other documents relating to Loans that are no longer outstanding or which are no longer included in the Collateral; and (e) There shall have been no Material Adverse Change with respect to the Borrower since the preceding Advance and the acquisition of the Loan, if applicable, will not have a Material Adverse Effect on such Loan.

Additional Conditions Precedent to All Advances. Each Advance shall be subject to the further conditions precedent that: (a) The On the related Funding Date, the Borrower or the Servicer, as the case may be, shall have delivered a Funding Request in accordance with the procedures set forth in Section 2.2 and certified in the related Borrower Notice that: (i) The representations and warranties set forth in Section Sections 4.1 and 7.8 are true and correct in all material respects on and as of such date and the related Funding Datedate, before and after giving effect to such borrowing and to the application of the proceeds therefrom, as though made on and as of such date (except for representations and warranties that are qualified by materiality, a Material Adverse Effect or any similar qualifier, which representations shall be true and correct in all respects as of such date and the related Funding Date)date; and (ii) No event has occurred, or would result from such Advance or from the application of the proceeds therefrom, that constitutes an Early Termination Event of Default or an Unmatured Event of Default;Termination Event. (b) The Termination Date shall not have occurred; (c) Before and after giving effect to such Advance borrowing and to the application of proceeds therefrom the Collateral Quality Test shall be satisfied, as calculated on such date; (d) Before and after giving effect to such borrowing and to the application of proceeds therefrom the Borrowing Base Test shall be satisfied, as calculated on such date; (de) No (i) claim has been asserted or proceeding commenced challenging the enforceability or validity of any of the Transaction Documents or (ii) material claim has been asserted or proceeding commenced challenging enforceability or validity of any of the Loan Documents, in each case, excluding any instruments, certificates or other documents relating to Loans that are no longer outstanding or which are no longer included in were the Collateral; andsubject of prior Advances; (ef) There shall have been no Material Adverse Change with respect to the Borrower or the Servicer since the preceding Advance; (g) Such Advance shall not cause the aggregate amount of Advances Outstanding to increase by more than $40,000,000 during the 32-day period ending on the related Funding Date of such Advance; provided, that the foregoing amount set forth in this clause (g) may be increased (i) upon no less than 32 days prior written notice from the Borrower to the Administrative Agent or (ii) by the Administrative Agent in its sole discretion; and (h) The Servicer and Borrower shall have taken such other action, including delivery of approvals, consents, opinions, documents, and instruments to the acquisition of the Loan, if applicable, will not have a Material Adverse Effect on such LoanManaging Agents as each may reasonably request.

Additional Conditions Precedent to All Advances. Each Advance shall be subject to the further conditions precedent that: (a) The On the related Funding Date, the Borrower or the Servicer, as the case may be, shall have delivered a Funding Request in accordance with the procedures set forth in Section 2.2 and certified in the related Borrower Notice that: (i) The representations and warranties set forth in Section Sections 4.1 and 7.8 are true and correct in all material respects on and as of such date and the related Funding Datedate, before and after giving effect to such borrowing and to the application of the proceeds therefrom, as though made on and as of such date (except for representations and warranties that are qualified by materiality, a Material Adverse Effect or any similar qualifier, which representations shall be true and correct in all respects as of such date and the related Funding Date)date; and (ii) No event has occurred, or would result from such Advance or from the application of the proceeds therefrom, that constitutes an Early Termination Event of Default or an Unmatured Event of Default;Termination Event. (b) The Termination Date shall not have occurred; (c) Before and after giving effect to such Advance borrowing and to the application of proceeds therefrom therefrom, the Collateral Quality Test shall be satisfied, as calculated on such date; (d) Before and after giving effect to such borrowing and to the application of proceeds therefrom, the Borrowing Base Test shall be satisfied, as calculated on such date; (de) No claim has been asserted or proceeding commenced challenging the enforceability or validity of any of the Transaction Documents or the Loan Documents, excluding any instruments, certificates or other documents relating to Loans that are no longer outstanding or which are no longer included in were the Collateral; andsubject of prior Advances; (ef) There shall have been no Material Adverse Change with respect to the Borrower or the Servicer since the preceding Advance Advance; and (g) The Servicer and Borrower shall have taken such other action, including delivery of approvals, consents, opinions, documents, and instruments to the acquisition of the Loan, if applicable, will not have a Material Adverse Effect on such LoanManaging Agents as each may reasonably request.

Additional Conditions Precedent to All Advances. Each Advance shall be subject to the further conditions precedent that: (a) The On the related Funding Date, the Borrower or the Servicer, as the case may be, shall have delivered a Funding Request in accordance with the procedures set forth in Section 2.2 and certified in the related Borrower Notice that: (i) The representations and warranties set forth in Section Sections 4.1 and 7.8 are true and correct in all material respects on and as of such date and the related Funding Datedate, before and after giving effect to such borrowing and to the application of the proceeds therefrom, as though made on and as of such date (except for representations and warranties that are qualified by materiality, a Material Adverse Effect or any similar qualifier, which representations shall be true and correct in all respects as of such date and the related Funding Date)date; and (ii) No event has occurred, or would result from such Advance or from the application of the proceeds therefrom, that constitutes an Early Termination Event of Default or an Unmatured Event of Default;Termination Event. (b) The Termination Date shall not have occurred; (c) Before and after giving effect to such Advance borrowing and to the application of proceeds therefrom therefrom, the Collateral Quality Test shall be satisfied, as calculated on such date; (d) Before and after giving effect to such borrowing and to the application of proceeds therefrom, the Borrowing Base Test shall be satisfied, as calculated on such date; (de) No (i) claim has been asserted or proceeding commenced challenging the enforceability or validity of any of the Transaction Documents or (ii) material claim has been asserted or proceeding commenced challenging enforceability or validity of any of the Loan Documents, in each case, excluding any instruments, certificates or other documents relating to Loans that are no longer outstanding or which are no longer included in were the Collateral; andsubject of prior Advances; (ef) There shall have been no Material Adverse Change with respect to the Borrower or the Servicer since the preceding Advance Advance; and (g) The Servicer and Borrower shall have taken such other action, including delivery of approvals, consents, opinions, documents, and instruments to the acquisition of the Loan, if applicable, will not have a Material Adverse Effect on such LoanManaging Agents as each may reasonably request.

Additional Conditions Precedent to All Advances. Each Advance shall be subject to the further conditions precedent that: (a) The On the related Funding Date, the Borrower or the Servicer, as the case may be, shall have delivered a Funding Request in accordance with the procedures set forth in Section 2.2 and certified in the related Borrower Notice that: (i) The representations and warranties set forth in Section Sections 4.1 and 7.8 are true and correct in all material respects on and as of such date and the related Funding Datedate, before and after giving effect to such borrowing and to the application of the proceeds therefrom, as though made on and as of such date (except for representations and warranties that are qualified by materiality, a Material Adverse Effect or any similar qualifier, which representations shall be true and correct in all respects as of such date and the related Funding Date)date; and (ii) No event has occurred, or would result from such Advance or from the application of the proceeds therefrom, that constitutes an Early Termination Event of Default or an Unmatured Event of Default;Termination Event. (b) The Termination Date shall not have occurred; (c) Before and after giving effect to such Advance borrowing and to the application of proceeds therefrom the Collateral Quality Test shall be satisfied, as calculated on such date; (d) Before and after giving effect to such borrowing and to the application of proceeds therefrom the Borrowing Base Test shall be satisfied, as calculated on such date; (de) No (i) claim has been asserted or proceeding commenced challenging the enforceability or validity of any of the Transaction Documents or (ii) material claim has been asserted or proceeding commenced challenging enforceability or validity of any of the Loan Documents, in each case, excluding any instruments, certificates or other documents relating to Loans that are no longer outstanding or which are no longer included in were the Collateral; andsubject of prior Advances; (ef) There shall have been no Material Adverse Change with respect to the Borrower or the Servicer since the preceding Advance; (g) Such Advance shall not cause the aggregate amount of Advances Outstanding to increase by more than $40,000,000 during the 32-day period ending on the related Funding Date of such Advance; provided, that the foregoing amount set forth in this clause (g) may be increased (i) upon no less than thirty-two (32) days prior written notice from the Borrower to the Administrative Agent or (ii) by the Administrative Agent in its sole discretion; and (h) The Servicer and Borrower shall have taken such other action, including delivery of approvals, consents, opinions, documents, and instruments to the acquisition of the Loan, if applicable, will not have a Material Adverse Effect on such LoanManaging Agents as each may reasonably request.

Additional Conditions Precedent to All Advances. Each Advance shall be subject to the further conditions precedent that: (a) The Borrower shall have delivered a Funding Request Borrower Notice in accordance with the procedures set forth in Section 2.2 and the following statements shall be true and correct (and the Borrower shall have certified to the same in the related Borrower Notice that:Notice): (i) The representations and warranties set forth in Section Sections 4.1 and 7.8 are true and correct in all material respects on and as of such date and the related Funding Date, before and after giving effect to such borrowing Advance and to the application of the proceeds therefrom, as though made on and as of such date (except for representations and warranties that are qualified by materiality, a Material Adverse Effect or any similar qualifier, which representations shall be true and correct in all respects as of such date and the related Funding Date); and (ii) No event has occurred, or would result from such Advance or from the application of the proceeds therefrom, that constitutes an Event of Default or an Unmatured Event of Default; (b) The Termination Date shall not have occurred; (c) Before and after giving effect to such Advance and to the application of proceeds therefrom (i) the Collateral Quality Test shall be satisfied (or, if the Collateral Quality Test is not satisfied, each of the Weighted Average Remaining Maturity, the Weighted Average Spread, the Weighted Average Risk Rating and the Weighted Average LTV components thereof, then in effect and prior to giving effect to such Advance and any related acquisition of Transferred Loans, shall be improved after giving effect to such Advance and any related acquisition of Transferred Loans), as calculated on such date, and (ii) the Borrowing Base Test shall be satisfied, as calculated on such date; (d) No claim has been asserted or proceeding commenced challenging the enforceability or validity of any of the Transaction Documents or the Loan Documents, excluding any instruments, certificates or other documents relating to Transferred Loans that are no longer outstanding or which are no longer included in the Collateral; and (e) There shall have been no Material Adverse Change Other than with respect to the Required Loan Documents with respect to Loans acquired by the Borrower since during the preceding Advance Initial Period that are in Electronic Form, to the extent any new Loans are being included in the Borrowing Base, and the acquisition Required Loan Documents with respect thereto are in Electronic Form, electronic originals of the LoanRequired Loan Documents have been deposited into the Electronic Vault in the name of the Collateral Custodian on behalf of the Borrower that is maintained with the E-Vault Provider, if applicableidentified via the Required Legend, will not and under the control of the Administrative Agent in conformity with the requirements of the Transaction Documents; provided that with respect to the Required Loan Documents with respect to Loans acquired by the Borrower during the Initial Period that are in Electronic Form, the Collateral Custodian shall have confirmed that it shall have received such Required Loan Documents for each Loan that is a Material Adverse Effect on Transferred Loan as of such LoanFunding Date and confirmed that the Required Loan Documents satisfy the Review Criteria and delivered a Custodial Certificate to the Administrative Agent, and it is understood and agreed that only copies of such Required Loan Documents shall be delivered during the Initial Period, with the sole authoritative copies of such Required Loan Documents to be delivered in accordance with Section 5.1(pp).

Additional Conditions Precedent to All Advances. Each Advance shall be subject to the further conditions precedent that: (a) The On the related Funding Date, the Borrower or the Servicer, as the case may be, shall have delivered a Funding Request in accordance with the procedures set forth in Section 2.2 and certified in the related Borrower Notice that: (i) The representations and warranties set forth in Section Sections 4.1 and 7.8 are true and correct in all material respects on and as of such date and the related Funding Datedate, before and after giving effect to such borrowing and to the application of the proceeds therefrom, as though made on and as of such date (except for representations and warranties that are qualified by materiality, a Material Adverse Effect or any similar qualifier, which representations shall be true and correct in all respects as of such date and the related Funding Date)date; and (ii) No event has occurred, or would result from such Advance or from the application of the proceeds therefrom, that constitutes an Early Termination Event of Default or an Unmatured Event of Default;Early Termination Event. (b) The Termination Date shall not have occurred; (c) Before and after giving effect to such Advance borrowing and to the application of proceeds therefrom the Borrowing Base Test shall be satisfied, as calculated on such date; (d) No claim has been asserted or proceeding commenced challenging the enforceability or validity of any of the Transaction Documents or the Loan Documents, excluding any instruments, certificates or other documents relating to Loans that are no longer outstanding or which are no longer included in were the Collateral; andsubject of prior Advances; (e) There shall have been no Material Adverse Change with respect to the Borrower or the Servicer since the preceding Advance Advance; (f) Before and after giving effect to such borrowing and to the acquisition application of proceeds therefrom the LoanCollateral Quality Test shall be satisfied, if applicable, will not have a Material Adverse Effect as calculated on such Loandate; and (g) The Servicer and Borrower shall have taken such other action, including delivery of approvals, consents, opinions, documents, and instruments to the Managing Agents as each may reasonably request.

Additional Conditions Precedent to All Advances. Each Advance shall be subject to the further conditions precedent that, as of the date of such Advance and both (i) before giving effect to such Advance and (ii) after giving effect thereto and to the application of the proceeds thereof: (a) The Borrower shall have delivered a Funding Request in accordance with the procedures set forth in Section 2.2 and certified in the related Borrower Notice that: (i) The representations and warranties set forth in Section Sections 4.1 are and 7.8 shall be true and correct in all material respects on and as of such date and the related Funding Date, before and after giving effect to such borrowing and to the application of the proceeds therefromdate, as though made on and as of such date (except for representations and warranties that are qualified by materiality, a Material Adverse Effect or any similar qualifier, which representations shall be true and correct in all respects as of such date and the related Funding Date); and (ii) No event has occurred, or would result from such Advance or from the application of the proceeds therefrom, that constitutes an Event of Default or an Unmatured Event of Defaultdate; (b) Obligors in respect of Borrowing Base Eligible Loans included as part of the Collateral shall be in not fewer than seven (7) different Industries, determined by reference to the ▇▇▇▇▇’▇ Industry Classifications; (c) The Transferred Loans shall consist of not fewer than eight (8) Borrowing Base Eligible Loans (for such purpose, Loans to Obligors which are Affiliates of each other shall be deemed to be a single Loan); (d) No more than three (3) Loans shall then be Pre-Positioned Loans; (e) The Termination Date shall not have occurred; (cf) Before No event shall have occurred and after giving effect to such Advance and to the application be continuing that constitutes a Termination Event or Unmatured Termination Event (including without limitation, satisfaction of proceeds therefrom the Borrowing Base Test, the Overcollateralization Ratio Test and the Required Equity Test); (g) The amount on deposit in the Interest Reserve Account shall be at least equal to the Interest Reserve Account Requirement; (h) Each Collateral Quality Test shall be satisfied, as calculated on such date; (di) The applicable conditions set forth in Section 2.1 and Section 2.2(a) and/or 2.2(b) shall have been satisfied to the extent satisfaction thereof is required on or prior to the Funding Date; (j) No claim has shall have been asserted or proceeding commenced challenging the enforceability or validity of any of the Transaction Documents or the Loan Documents, excluding any instruments, certificates or other documents relating to Loans that are no longer outstanding or which are no longer included in were the Collateral; andsubject of prior Advances; (ek) There shall have been no Material Adverse Change with respect to the Borrower or the Servicer since the preceding Advance; (l) The Documentation Agent shall have recalculated the Diversity Score and ▇▇▇▇▇’▇ Asset Correlation Factor pursuant to Section 7.21 after giving effect to such Advance and any transfer of Loans to the acquisition Borrower; (m) On the related Funding Date, the Borrower or the Servicer, as the case may be, shall have certified in the related Borrower Notice that the conditions set forth in clauses (a) through (l) above shall have been satisfied; and (n) The Servicer and the Borrower shall have taken such other actions, including delivery of approvals, consents, opinions, documents, and instruments to the Loan, if applicable, will not have a Material Adverse Effect on such LoanFacility Agent as it may reasonably request.

Additional Conditions Precedent to All Advances. Each Advance shall be subject to the further conditions precedent that: (a) The On the related Funding Date, the Borrower or the Servicer, as the case may be, shall have delivered a Funding Request in accordance with the procedures set forth in Section 2.2 and certified in the related Borrower Notice that: (i) The representations and warranties set forth in Section Sections 4.1 and 7.8 are true and correct in all material respects on and as of such date and the related Funding Datedate, before and after giving effect to such borrowing and to the application of the proceeds therefrom, as though made on and as of such date (except for representations and warranties that are qualified by materiality, a Material Adverse Effect or any similar qualifier, which representations shall be true and correct in all respects as of such date and the related Funding Date)date; and (ii) No event has occurred, or would result from such Advance or from the application of the proceeds therefrom, that constitutes an Early Termination Event of Default or an Unmatured Event of Default;Termination Event. (b) The Termination Date shall not have occurred; (c) Before and after giving effect to such Advance borrowing and to the application of proceeds therefrom the Collateral Quality Test shall be satisfied, as calculated on such date; (d) Before and after giving effect to such borrowing and to the application of proceeds therefrom the Borrowing Base Test shall be satisfied, as calculated on such date; (de) No claim has been asserted or proceeding commenced challenging the enforceability or validity of any of the Transaction Documents or the Loan Documents, excluding any instruments, certificates or other documents relating to Loans that are no longer outstanding or which are no longer included in were the Collateral; andsubject of prior Advances; (ef) There shall have been no Material Adverse Change with respect to the Borrower or the Servicer since the preceding Advance Advance; and (g) The Servicer and Borrower shall have taken such other action, including delivery of approvals, consents, opinions, documents, and instruments to the acquisition of the Loan, if applicable, will not have a Material Adverse Effect on such LoanManaging Agents as each may reasonably request.

Additional Conditions Precedent to All Advances. Each Advance to be made on the related Funding Date shall be subject to the further conditions precedent that: (a) The On the related Funding Date, the Borrower or the Servicer, as the case may be, shall have delivered a Funding Request in accordance with the procedures set forth in Section 2.2 and certified in the related Borrower Borrowing Notice that: (i) The representations and warranties set forth in Section Sections 4.1 and 7.8 are true and correct in all material respects on and as of such date and the related Funding Datedate, before and after giving effect to such borrowing and to the application of the proceeds therefrom, as though made on and as of such date (except for to the extent such representations and warranties that are qualified by materialityexpressly relate to any earlier date, a Material Adverse Effect or any similar qualifier, in which case such representations and warranties shall be true and correct in all material respects as of such date and earlier date); (ii) The requested Advance does not exceed the related Availability on such Funding Date); and (iiiii) No event has occurred, or would result from such Advance or from the application of the proceeds therefrom, that constitutes an Event of Default Default, a Servicer Termination Event, or an Unmatured Event of Default;. (b) The Neither the Termination Date shall not have nor the Commitment Termination Date has occurred;. (c) Before and after giving effect to such Advance and to the application of proceeds therefrom each of the Interest Coverage Ratio Test and, except during CQT Exception Period, each Collateral Quality Test shall be satisfied on a pro forma basis, as calculated on such date. (d) Before and after giving effect to such Advance and to the application of proceeds therefrom the Borrowing Base Test shall be satisfied, as calculated on such date;. (de) No claim has been asserted or proceeding commenced challenging the enforceability or validity of any of the Transaction Documents or the Loan Documents, excluding any instruments, certificates or other documents relating to Loans that are no longer outstanding or which are no longer included in the Collateral; and. (ef) There The requested Advance shall be at least $500,000. (g) The Lenders have made no more than one other Advance in the same calendar week as the Funding Date. (h) The Funding Date is a Business Day during the Revolving Period. (i) the Administrative Agent, each Managing Agent and the Collateral Custodian, as applicable, shall have been no Material Adverse Change with respect to received the Borrower since documents listed in Section 2.2(b) from the preceding Advance and the acquisition of the Loan, if applicable, will not have a Material Adverse Effect on such LoanBorrower.

Additional Conditions Precedent to All Advances. Each Advance shall be subject to the further conditions precedent that: (a) The Borrower shall have delivered a Funding Request in accordance with , as of the procedures set forth in Section 2.2 date of such Advance and certified in the related Borrower Notice that: both (i) before giving effect to such Advance and (ii) after giving effect thereto and to the application of the proceeds thereof: a. The representations and warranties set forth in Section Sections 4.1 are and 7.8 shall be true and correct in all material respects on and as of such date and the related Funding Date, before and after giving effect to such borrowing and to the application of the proceeds therefromdate, as though made on and as of such date (except for representations and warranties that are qualified by materiality, a Material Adverse Effect or any similar qualifier, which representations date; b. Obligors in respect of Borrowing Base Eligible Loans included as part of the Collateral shall be true and correct in all respects as of such date and not fewer than seven (7) different Industries, determined by reference to the related Funding Date); and (ii) No event has occurred, or would result from such Advance or from the application of the proceeds therefrom, that constitutes an Event of Default or an Unmatured Event of DefaultIndustry Classifications; c. The Transferred Loans shall consist of not fewer than eight (b8) Borrowing Base Eligible Loans (for such purpose, Loans to Obligors which are Affiliates of each other shall be deemed to be a single Loan); d. No more than three (3) Loans shall then be Pre-Positioned Loans; e. The Revolving Period Termination Date shall not have occurred; f. No event shall have occurred and be continuing that constitutes a Revolving Period Termination Event or Unmatured Termination Event (c) Before and after giving effect to such Advance and to the application including without limitation, satisfaction of proceeds therefrom the Borrowing Base Test, the Overcollateralization Ratio Test and the Required Equity Test); g. The amount on deposit in the Interest Reserve Account shall be at least equal to the Interest Reserve Account Requirement; h. Each Collateral Quality Test shall be satisfied, as calculated on such date; (di. The applicable conditions set forth in Section 2.1 and Section 2.2(a) and/or 2.2(b) shall have been satisfied to the extent satisfaction thereof is required on or prior to the Funding Date; j. No claim has shall have been asserted or proceeding commenced challenging the enforceability or validity of any of the Transaction Documents or the Loan Documents, excluding any instruments, certificates or other documents relating to Loans that are no longer outstanding or which are no longer included in were the Collateral; andsubject of prior Advances; (e) k. There shall have been no Material Adverse Change with respect to the Borrower or the Servicer since the preceding Advance; l. The Documentation Agent shall have recalculated each of the Weighted Average Rating Factor, the Weighted Average Recovery Rate and the Diversity Score pursuant to Section 7.21 after giving effect to such Advance and any transfer of Loans to the acquisition Borrower; m. On the related Funding Date, the Borrower or the Servicer, as the case may be, shall have certified in the related Borrower Notice that the conditions set forth in clauses (a) through (l) above shall have been satisfied; and n. The Servicer and the Borrower shall have taken such other actions, including delivery of approvals, consents, opinions, documents, and instruments to the Loan, if applicable, will not have a Material Adverse Effect on such LoanFacility Agent as it may reasonably request.

Additional Conditions Precedent to All Advances. Each Advance shall be subject to the further conditions precedent that: (a) The On the related Funding Date, the Borrower or the Servicer, as the case may be, shall have delivered a Funding Request in accordance with the procedures set forth in Section 2.2 and certified in the related Borrower Notice that: (i) The representations and warranties set forth in Section Sections 4.1 and 7.8 are true and correct in all material respects on and as of such date and the related Funding Datedate, before and after giving effect to such borrowing and to the application of the proceeds therefrom, as though made on and as of such date (except for representations and warranties that are qualified by materiality, a Material Adverse Effect or any similar qualifier, which representations shall be true and correct in all respects as of such date and the related Funding Date)date; and (ii) No event has occurred, or would result from such Advance or from the application of the proceeds therefrom, that constitutes an Early Termination Event of Default or an Unmatured Event of Default;Termination Event. (b) The Termination Date shall not have occurred; (c) Before and after giving effect to such Advance borrowing and to the application of proceeds therefrom therefrom, the Collateral Quality Test shall be satisfied, as calculated on such date; (d) Before and after giving effect to such borrowing and to the application of proceeds therefrom, the Borrowing Base Test shall be satisfied, as calculated on such date; (de) No (i) claim has been asserted or proceeding commenced challenging the enforceability or validity of any of the Transaction Documents or (ii) material claim has been asserted or proceeding commenced challenging enforceability or validity of any of the Loan Documents, in each case, excluding any instruments, certificates or other documents relating to Loans that are no longer outstanding or which are no longer included in were the Collateral; and (e) There shall have been no Material Adverse Change with respect to the Borrower since the preceding Advance and the acquisition subject of the Loan, if applicable, will not have a Material Adverse Effect on such Loan.prior Advances;

Additional Conditions Precedent to All Advances. Each Advance shall be subject to the further conditions precedent that: (a) The On the related Funding Date, the Borrower or the Servicer, as the case may be, shall have delivered a Funding Request in accordance with the procedures set forth in Section 2.2 and certified in the related Borrower Notice that: : (i) The representations and warranties set forth in Section Sections 4.1 and 7.8 are true and correct in all material respects on and as of such date and the related Funding Datedate, before and after giving effect to such borrowing and to the application of the proceeds therefrom, as though made on and as of such date (except for representations date; and warranties that are qualified by materiality, a Material Adverse Effect or any similar qualifier, which representations shall be true and correct in all respects as of such date and the related Funding Date); and (ii) No event has occurred, or would result from such Advance or from the application of the proceeds therefrom, that constitutes an Early Termination Event of Default or an Unmatured Event of Default;Termination Event. (b) The Termination Date shall not have occurred; ; (c) Before and after giving effect to such Advance borrowing and to the application of proceeds therefrom therefrom, the Collateral Quality Test shall be satisfied, as calculated on such date; (d) Before and after giving effect to such borrowing and to the application of proceeds therefrom, the Borrowing Base Test shall be satisfied, as calculated on such date;; 74 (de) No (i) claim has been asserted or proceeding commenced challenging the enforceability or validity of any of the Transaction Documents or (ii) material claim has been asserted or proceeding commenced challenging enforceability or validity of any of the Loan Documents, in each case, excluding any instruments, certificates or other documents relating to Loans that are no longer outstanding or which are no longer included in were the Collateralsubject of prior Advances; and (ef) There shall have been no Material Adverse Change with respect to the Borrower or the Servicer since the preceding Advance and the acquisition of the Loan, if applicable, will not have a Material Adverse Effect on such Loan.Advance; and

Additional Conditions Precedent to All Advances. Each Advance (including any Swingline Advance) shall be subject to the further conditions precedent that: (a) The Borrower shall have delivered a Funding Request in accordance with the procedures set forth in Section 2.2 and certified in the related Borrower Notice that: (i) The representations and warranties set forth in Section 4.1 are true and correct in all material respects on and as of such date and the related Funding Date, before and after giving effect to such borrowing and to the application of the proceeds therefrom, as though made on and as of such date (except for representations and warranties that are qualified by materiality, a Material Adverse Effect or any similar qualifier, which representations shall be true and correct in all respects as of such date and the related Funding Date); and (ii) No event has occurred, or would result from such Advance or from the application of the proceeds therefrom, that constitutes an Event of Default or an Unmatured Event of Default; (b) The Termination Date shall not have occurred; (c) Before and after giving effect to such Advance and to the application of proceeds therefrom the Borrowing Base Test shall be satisfied, as calculated on such date; (d) No claim has been asserted or proceeding commenced challenging the enforceability or validity of any of the Transaction Documents or the Loan Documents, excluding any instruments, certificates or other documents relating to Loans that are no longer outstanding or which are no longer included in the Collateral; and (e) There shall have been no Material Adverse Change with respect to the Borrower since the preceding Advance and the acquisition of the Loan, if applicable, will not have a Material Adverse Effect on such Loan.

Additional Conditions Precedent to All Advances. Each Advance shall be subject to the further conditions precedent that: (a) The Borrower shall have delivered a Funding Request Borrower Notice in accordance with the procedures set forth in Section 2.2 and the following statements shall be true and correct (and the Borrower shall have certified to the same in the related Borrower Notice that:Notice): (i) The representations and warranties set forth in Section Sections 4.1 and 7.8 are true and correct in all material respects on and as of such date and the related Funding Date, before and after giving effect to such borrowing Advance and to the application of the proceeds therefrom, as though made on and as of such date (except for representations and warranties that are qualified by materiality, a Material Adverse Effect or any similar qualifier, which representations shall be true and correct in all respects as of such date and the related Funding Date); and (ii) No event has occurred, or would result from such Advance or from the application of the proceeds therefrom, that constitutes an Event of Default or an Unmatured Event of Default; (b) The Termination Date shall not have occurred; (c) Before and after giving effect to such Advance and to the application of proceeds therefrom (i) the Collateral Quality Test shall be satisfied (or, if the Collateral Quality Test is not satisfied, each of the Weighted Average Remaining Maturity, the Weighted Average Spread, the Weighted Average Risk Rating and the Weighted Average LTV components thereof, then in effect and prior to giving effect to such Advance and any related acquisition of Transferred Loans, shall be improved after giving effect to such Advance and any related acquisition of Transferred Loans), as calculated on such date, and (ii) the Borrowing Base Test shall be satisfied, as calculated on such date; (d) No claim has been asserted or proceeding commenced challenging the enforceability or validity of any of the Transaction Documents or the Loan Documents, excluding any instruments, certificates or other documents relating to Transferred Loans that are no longer outstanding or which are no longer included in the Collateral; and (e) There shall have been no Material Adverse Change Other than with respect to the Required Loan Documents with respect to Loans acquired by the Borrower since during the preceding Advance Initial Period that are in Electronic Form, to the extent any new Loans are being included in the Borrowing Base, and the acquisition Required Loan Documents with respect thereto are in Electronic Form, electronic originals of the LoanRequired Loan Documents have been deposited into the Electronic Vault in the name of the Collateral Custodian on behalf of the Borrower that is maintained with the E-Vault Provider, if applicableidentified via the Required Legend, will not and under the control of the Administrative Agent in conformity with the requirements of the Transaction Documents; provided that with respect to the Required Loan Documents with respect to Loans acquired by the Borrower during the Initial Period that are in Electronic Form, the Collateral Custodian shall have confirmed that it shall have received such Required Loan Documents for each ​ Loan that is a Material Adverse Effect on Transferred Loan as of such LoanFunding Date and confirmed that the Required Loan Documents satisfy the Review Criteria and delivered a Custodial Certificate to the Administrative Agent, and it is understood and agreed that only copies of such Required Loan Documents shall be delivered during the Initial Period, with the sole authoritative copies of such Required Loan Documents to be delivered in accordance with Section 5.1(pp).

Additional Conditions Precedent to All Advances. Each Advance shall be subject to the further conditions precedent that, as of the date of such Advance and both (i) before giving effect to such Advance and (ii) after giving effect thereto and to the application of the proceeds thereof: (a) The Borrower shall have delivered a Funding Request in accordance with the procedures set forth in Section 2.2 and certified in the related Borrower Notice that: (i) The representations and warranties set forth in Section Sections 4.1 are and 7.8 shall be true and correct in all material respects on and as of such date and the related Funding Date, before and after giving effect to such borrowing and to the application of the proceeds therefromdate, as though made on and as of such date (except for representations and warranties that are qualified by materiality, a Material Adverse Effect or any similar qualifier, which representations shall be true and correct in all respects as of such date and the related Funding Date); and (ii) No event has occurred, or would result from such Advance or from the application of the proceeds therefrom, that constitutes an Event of Default or an Unmatured Event of Defaultdate; (b) Obligors in respect of Borrowing Base Eligible Loans included as part of the Collateral shall be in not fewer than seven (7) different Industries, determined by reference to the ▇▇▇▇▇’▇ Industry Classifications; (c) The Transferred Loans shall consist of not fewer than eight (8) Borrowing Base Eligible Loans (for such purpose, Loans to Obligors which are Affiliates of each other shall be deemed to be a single Loan); (d) No more than three (3) Loans shall then be Pre-Positioned Loans; (e) The Revolving Period Termination Date shall not have occurred; (cf) Before No event shall have occurred and after giving effect to such Advance and to the application be continuing that constitutes a Revolving Period Termination Event or Unmatured Termination Event (including without limitation, satisfaction of proceeds therefrom the Borrowing Base Test, the Overcollateralization Ratio Test and the Required Equity Test); (g) The amount on deposit in the Interest Reserve Account shall be at least equal to the Interest Reserve Account Requirement; (h) Each Collateral Quality Test shall be satisfied, as calculated on such date; (di) The applicable conditions set forth in Section 2.1 and Section 2.2(a) and/or 2.2(b) shall have been satisfied to the extent satisfaction thereof is required on or prior to the Funding Date; (j) No claim has shall have been asserted or proceeding commenced challenging the enforceability or validity of any of the Transaction Documents or the Loan Documents, excluding any instruments, certificates or other documents relating to Loans that are no longer outstanding or which are no longer included in were the Collateral; andsubject of prior Advances; (ek) There shall have been no Material Adverse Change with respect to the Borrower or the Servicer since the preceding Advance; (l) The Documentation Agent shall have recalculated each of the Weighted Average ▇▇▇▇▇’▇ Rating Factor, the Weighted Average ▇▇▇▇▇’▇ Recovery Rate, the ▇▇▇▇▇’▇ Diversity Score and ▇▇▇▇▇’▇ Asset Correlation Factor pursuant to Section 7.21 after giving effect to such Advance and any transfer of Loans to the acquisition Borrower; (m) The Originator, on a consolidated basis, shall not have created, incurred or suffered or permitted to exist any Indebtedness for money borrowed in an aggregate principal amount outstanding, as of any date of determination, exceeding the sum of (A) $3,250,000,000 plus (B) the net proceeds of all Equity Issuances by the Originator from and after July 1, 2014; provided that the Indebtedness of the LoanOriginator for borrowed money, the principal of which is required to be repaid, redeemed or repurchased (whether at a fixed date, at the option of another Person or upon the occurrence of any event or condition outside of the control of the Originator or any consolidated subsidiary (other than any optional repurchase following the death of any Person)) on or prior to the Expected Final Payment Date (excluding Indebtedness, if applicableany, will under this Agreement and the other Transaction Documents) shall not, on a consolidated basis, exceed the sum of (1) $1,800,000,000 plus (2) the net proceeds of all Equity Issuances by the Originator from and after July 1, 2014. For purposes of this Section 3.2(m), Indebtedness which is repaid by direct application of the proceeds of other Indebtedness shall be deemed not to be outstanding. (n) On the related Funding Date, the Borrower or the Servicer, as the case may be, shall have a Material Adverse Effect on certified in the related Borrower Notice that the conditions set forth in clauses (a) through (m) above shall have been satisfied; and (o) The Servicer and the Borrower shall have taken such Loanother actions, including delivery of approvals, consents, opinions, documents, and instruments to the Facility Agent as it may reasonably request.

Additional Conditions Precedent to All Advances. Each Advance shall be subject to the further conditions precedent that: (a) The On the related Funding Date, the Borrower or the Servicer, as the case may be, shall have delivered a Funding Request in accordance with the procedures set forth in Section 2.2 and certified in the related Borrower Notice that: : (i) The representations and warranties set forth in Section Sections 4.1 and 7.8 are true and correct in all material respects on and as of such date and the related Funding Datedate, before and after giving effect to such borrowing and to the application of the proceeds therefrom, as though made on and as of such date (except for representations date; and warranties that are qualified by materiality, a Material Adverse Effect or any similar qualifier, which representations shall be true and correct in all respects as of such date and the related Funding Date); and (ii) No event has occurred, or would result from such Advance or from the application of the proceeds therefrom, that constitutes an Early Termination Event of Default or an Unmatured Event of Default;Termination Event. (b) The Termination Date shall not have occurred; ; (c) Before and after giving effect to such Advance borrowing and to the application of proceeds therefrom therefrom, the Collateral Quality Test shall be satisfied, as calculated on such date; (d) Before and after giving effect to such borrowing and to the application of proceeds therefrom, the Borrowing Base Test shall be satisfied, as calculated on such date; ; (de) No (i) claim has been asserted or proceeding commenced challenging the enforceability or validity of any of the Transaction Documents or (ii) material claim has been asserted or proceeding commenced challenging enforceability or validity of any of the Loan Documents, in each case, excluding any instruments, certificates or other documents relating to Loans that are no longer outstanding or which are no longer included in were the Collateralsubject of prior Advances; and (ef) There shall have been no Material Adverse Change with respect to the Borrower or the Servicer since the preceding Advance and the acquisition of the Loan, if applicable, will not have a Material Adverse Effect on such Loan.Advance; and

Additional Conditions Precedent to All Advances. Each Advance shall be subject to the further conditions precedent that, as of the date of such Advance and both (i) before giving effect to such Advance and (ii) after giving effect thereto and to the application of the proceeds thereof: (a) The Borrower shall have delivered a Funding Request in accordance with the procedures set forth in Section 2.2 and certified in the related Borrower Notice that: (i) The representations and warranties set forth in Section Sections 4.1 are and 7.8 shall be true and correct in all material respects on and as of such date and the related Funding Date, before and after giving effect to such borrowing and to the application of the proceeds therefromdate, as though made on and as of such date (except for representations and warranties that are qualified by materiality, a Material Adverse Effect or any similar qualifier, which representations shall be true and correct in all respects as of such date and the related Funding Date); and (ii) No event has occurred, or would result from such Advance or from the application of the proceeds therefrom, that constitutes an Event of Default or an Unmatured Event of Defaultdate; (b) Obligors in respect of Borrowing Base Eligible Loans included as part of the Collateral shall be in not fewer than seven (7) different Industries, determined by reference to the Industry Classifications; (c) The Transferred Loans shall consist of not fewer than eight (8) Borrowing Base Eligible Loans (for such purpose, Loans to Obligors which are Affiliates of each other shall be deemed to be a single Loan); (d) No more than three (3) Loans shall then be Pre-Positioned Loans; (e) The Revolving Period Termination Date shall not have occurred; (cf) Before No event shall have occurred and after giving effect to such Advance and to the application be continuing that constitutes a Revolving Period Termination Event or Unmatured Termination Event (including without limitation, satisfaction of proceeds therefrom the Borrowing Base Test, the Overcollateralization Ratio Test and the Required Equity Test); (g) The amount on deposit in the Interest Reserve Account shall be at least equal to the Interest Reserve Account Requirement; (h) Each Collateral Quality Test shall be satisfied, as calculated on such date; (di) No claim has been asserted or proceeding commenced challenging the enforceability or validity of any of the Transaction Documents or the Loan Documents, excluding any instruments, certificates or other documents relating to Loans that are no longer outstanding or which are no longer included The applicable conditions set forth in the Collateral; and (eSection 2.1 and Section 2.2(a) There and/or 2.2(b) shall have been no Material Adverse Change with respect satisfied to the Borrower since extent satisfaction thereof is required on or prior to the preceding Advance and the acquisition of the Loan, if applicable, will not have a Material Adverse Effect on such Loan.Funding Date;

Additional Conditions Precedent to All Advances. Each Advance shall be subject to the further conditions precedent that: (a) The On the related Funding Date, the Borrower or the Servicer, as the case may be, shall have delivered a Funding Request in accordance with the procedures set forth in Section 2.2 and certified in the related Borrower Notice that: (i) The representations and warranties set forth in Section Sections 4.1 and 7.8 are true and correct in all material respects on and as of such date and the related Funding Datedate, before and after giving effect to such borrowing and to the application of the proceeds therefrom, as though made on and as of such date (except for representations and warranties that are qualified by materiality, a Material Adverse Effect or any similar qualifier, which representations shall be true and correct in all respects as of such date and the related Funding Date)date; and (ii) No event has occurred, or would result from such Advance or from the application of the proceeds therefrom, that constitutes an Early Termination Event of Default or an Unmatured Event of Default;Termination Event. (b) The Termination Date shall not have occurred; (c) Before and after giving effect to such Advance borrowing and to the application of proceeds therefrom the Collateral Quality Test shall be satisfied, as calculated on such date; (d) Before and after giving effect to such borrowing and to the application of proceeds therefrom the Borrowing Base Test shall be satisfied, as calculated on such date; (de) No claim has been asserted or proceeding commenced challenging the enforceability or validity of any of the Transaction Documents or the Loan Documents, excluding any instruments, certificates or other documents relating to Loans that are no longer outstanding or which are no longer included in were the Collateral; andsubject of prior Advances; (ef) There shall have been no Material Adverse Change with respect to the Borrower or the Servicer since the preceding Advance Advance; and (g) The Servicer and Borrower shall have taken such other action, including delivery of approvals, consents, opinions, documents, and instruments to the acquisition of the Loan, if applicable, will not have a Material Adverse Effect on such LoanManaging Agents as each may reasonably request.

Additional Conditions Precedent to All Advances. Each Advance shall be subject to the further conditions precedent that, as of the date of such Advance and both (i) before giving effect to such Advance and (ii) after giving effect thereto and to the application of the proceeds thereof: (a) The Borrower shall have delivered a Funding Request in accordance with the procedures set forth in Section 2.2 and certified in the related Borrower Notice that: (i) The representations and warranties set forth in Section Sections 4.1 are and 7.8 shall be true and correct in all material respects on and as of such date and the related Funding Date, before and after giving effect to such borrowing and to the application of the proceeds therefromdate, as though made on and as of such date (except for representations and warranties that are qualified by materiality, a Material Adverse Effect or any similar qualifier, which representations shall be true and correct in all respects as of such date and the related Funding Date); and (ii) No event has occurred, or would result from such Advance or from the application of the proceeds therefrom, that constitutes an Event of Default or an Unmatured Event of Defaultdate; (b) Obligors in respect of Borrowing Base Eligible Loans included as part of the Collateral shall be in not fewer than seven (7) different Industries, determined by reference to the Moo▇▇’▇ ▇▇dustry Classifications; (c) The Transferred Loans shall consist of not fewer than eight (8) Borrowing Base Eligible Loans (for such purpose, Loans to Obligors which are Affiliates of each other shall be deemed to be a single Loan); (d) No more than three (3) Loans shall then be Pre-Positioned Loans; (e) The Termination Date shall not have occurred; (cf) Before and after giving effect to such Advance and No event shall have occurred that constitutes a Termination Event or Unmatured Termination Event; (g) The amount on deposit in the Interest Reserve Account shall be at least equal to the application Interest Reserve Account Requirement; (h) Each of proceeds therefrom the Borrowing Base Test and Overcollateralization Ratio Test shall be satisfied, as calculated on such date; (di) The Required Equity Test shall be satisfied; (j) The Liquidity Test shall be satisfied; (k) The applicable conditions set forth in Section 2.1 and Section 2.2(a) and/or 2.2(b) shall have been satisfied to the extent satisfaction thereof is required on or prior to the Funding Date; (l) No claim has shall have been asserted or proceeding commenced challenging the enforceability or validity of any of the Transaction Documents or the Loan Documents, excluding any instruments, certificates or other documents relating to Loans that are no longer outstanding or which are no longer included in were the Collateral; andsubject of prior Advances; (em) There shall have been no Material Adverse Change with respect to the Borrower or the Servicer since the preceding Advance; (n) The Documentation Agent shall have recalculated the Diversity Score and Moo▇▇’▇ ▇▇set Correlation Factor pursuant to Section 7.21 after giving effect to such Advance and any transfer of Loans to the acquisition Borrower; (o) On the related Funding Date, the Borrower or the Servicer, as the case may be, shall have certified in the related Borrower Notice that the conditions set forth in clauses (a) through (n) above shall have been satisfied; (p) On the first Funding Date that is after the Restatement Effective Date, the Facility Agent and each Managing Agent shall have received an opinion relating to substantive consolidation and sale characterization with respect to one or more Loans transferred to the Borrower after the Restatement Effective Date as it or any Lender shall reasonably request in connection with the transfer of the Loan, if applicable, will not have a Material Adverse Effect such Loans on such LoanFunding Date, in form and substance satisfactory to the Facility Agent (for the avoidance of doubt, such opinion shall not be required as a condition precedent to any Loans being made on the Restatement Effective Date, unless additional Loans are being transferred to the Borrower on such date); and (q) The Servicer and the Borrower shall have taken such other actions, including delivery of approvals, consents, opinions, documents, and instruments to the Facility Agent as it may reasonably request.

Additional Conditions Precedent to All Advances. Each Advance shall be subject to the further conditions precedent that, as of the date of such Advance and both (i) before giving effect to such Advance and (ii) after giving effect thereto and to the application of the proceeds thereof: (a) The Borrower shall have delivered a Funding Request in accordance with the procedures set forth in Section 2.2 and certified in the related Borrower Notice that: (i) The representations and warranties set forth in Section Sections 4.1 are and 7.8 shall be true and correct in all material respects on and as of such date and the related Funding Date, before and after giving effect to such borrowing and to the application of the proceeds therefromdate, as though made on and as of such date (except for representations and warranties that are qualified by materiality, a Material Adverse Effect or any similar qualifier, which representations shall be true and correct in all respects as of such date and the related Funding Date); and (ii) No event has occurred, or would result from such Advance or from the application of the proceeds therefrom, that constitutes an Event of Default or an Unmatured Event of Defaultdate; (b) Obligors in respect of Borrowing Base Eligible Loans included as part of the Collateral shall be in not fewer than seven (7) different Industries, determined by reference to the ▇▇▇▇▇’▇ Industry Classifications; (c) The Transferred Loans shall consist of not fewer than eight (8) Borrowing Base Eligible Loans (for such purpose, Loans to Obligors which are Affiliates of each other shall be deemed to be a single Loan); (d) No more than three (3) Loans shall then be Pre-Positioned Loans; (e) The Termination Date shall not have occurred; (cf) Before No event shall have occurred and after giving effect to such Advance and to the application be continuing that constitutes a Termination Event or Unmatured Termination Event (including without limitation, satisfaction of proceeds therefrom the Borrowing Base Test, the Overcollateralization Ratio Test and the Required Equity Test); (g) The amount on deposit in the Interest Reserve Account shall be at least equal to the Interest Reserve Account Requirement; (h) Each Collateral Quality Test shall be satisfied, as calculated on such date; (di) The applicable conditions set forth in Section 2.1 and Section 2.2(a) and/or 2.2(b) shall have been satisfied to the extent satisfaction thereof is required on or prior to the Funding Date; (j) No claim has shall have been asserted or proceeding commenced challenging the enforceability or validity of any of the Transaction Documents or the Loan Documents, excluding any instruments, certificates or other documents relating to Loans that are no longer outstanding or which are no longer included in were the Collateral; andsubject of prior Advances; (ek) There shall have been no Material Adverse Change with respect to the Borrower or the Servicer since the preceding Advance; (l) The Documentation Agent shall have recalculated each of the Weighted Average ▇▇▇▇▇’▇ Rating Factor, the Weighted Average ▇▇▇▇▇’▇ Recovery Rate, the ▇▇▇▇▇’▇ Diversity Score and ▇▇▇▇▇’▇ Asset Correlation Factor pursuant to Section 7.21 after giving effect to such Advance and any transfer of Loans to the acquisition Borrower; (m) The Originator shall not have created, incurred, suffered or permitted to exist any Indebtedness for money borrowed, other than (i) obligations incurred under the Purchase Agreement and the other Transaction Documents (to the extent, if any, such obligations constitute Indebtedness for money borrowed), (ii) unsecured Indebtedness, no portion of the Loanprincipal of which is required to be repaid, redeemed or repurchased by the Originator (whether at a fixed date, at the option of another Person or upon the occurrence of any event or condition), other than by reason of the acceleration of the maturity date thereof upon the occurrence of an event of default or a repayment permitted at the option of the holder upon the occurrence of the death of the beneficial owner of such unsecured Indebtedness, on or prior to the Expected Final Payment Date, and (iii) other Indebtedness for money borrowed in an aggregate amount at any one time outstanding from and after the Fourth Restatement Effective Date not exceeding the sum of (x) $600,000,000 plus (y) the net proceeds of all Equity Issuances by the Originator or any subsidiary of the Originator (other than Equity Issuances to the Originator or a subsidiary of the Originator) after the Fourth Restatement Effective Date (or, if applicableless, will not the maximum amount that permits the Asset Coverage Ratio to be met); (n) On the related Funding Date, the Borrower or the Servicer, as the case may be, shall have a Material Adverse Effect on certified in the related Borrower Notice that the conditions set forth in clauses (a) through (m) above shall have been satisfied; and (o) The Servicer and the Borrower shall have taken such Loanother actions, including delivery of approvals, consents, opinions, documents, and instruments to the Facility Agent as it may reasonably request.

Additional Conditions Precedent to All Advances. Each Advance shall be subject to the further conditions precedent that: (a) The On the related Funding Date, the Borrower or the Servicer, as the case may be, shall have delivered a Funding Request in accordance with the procedures set forth in Section 2.2 and certified in the related Borrower Notice that: (i) The representations and warranties set forth in Section 4.1 and Section 7.8 are true and correct in all material respects on and as of such date and the related Funding Datedate, before and after giving effect to such borrowing and to the application of the proceeds therefrom, as though made on and as of such date (except for representations and warranties that are qualified by materiality, a Material Adverse Effect or any similar qualifier, which representations shall be true and correct in all respects as of such date and the related Funding Date)date; and (ii) No event has occurred, or would result from such Advance or from the application of the proceeds therefrom, that constitutes an Early Termination Event of Default or an Unmatured Event of Default;Early Termination Event. (b) The Termination Date shall not have occurred; (c) Before and after giving effect to such Advance borrowing and to the application of proceeds therefrom the Borrowing Base Test shall be satisfied, as calculated on such date; (d) No claim has been asserted or proceeding commenced challenging the enforceability or validity of any of the Transaction Documents or the Loan Documents, excluding any instruments, certificates or other documents relating to Loans that are no longer outstanding or which are no longer included in were the Collateral; andsubject of prior Advances; (e) There shall have been no Material Adverse Change with respect to the Borrower or the Servicer since the preceding Advance Advance; (f) Before and after giving effect to such borrowing and to the acquisition application of proceeds therefrom the LoanCollateral Quality Test shall be satisfied, if applicable, will not have a Material Adverse Effect as calculated on such Loandate; and (g) The Servicer and Borrower shall have taken such other action, including delivery of approvals, consents, opinions, documents, and instruments to the Managing Agents as each may reasonably request.

Additional Conditions Precedent to All Advances. Each Advance shall be subject to the further conditions precedent that: (a) The On the related Funding Date, the Borrower or the Servicer, as the case may be, shall have delivered a Funding Request in accordance with the procedures set forth in Section 2.2 and certified in the related Borrower Notice that: (i) The representations and warranties set forth in Section Sections 4.1 and 7.8 are true and correct in all material respects on and as of such date and the related Funding Datedate, before and after giving effect to such borrowing and to the application of the proceeds therefrom, as though made on and as of such date (except for representations and warranties that are qualified by materiality, a Material Adverse Effect or any similar qualifier, which representations shall be true and correct in all respects as of such date and the related Funding Date)date; and (ii) No event has occurred, or would result from such Advance or from the application of the proceeds therefrom, that constitutes an Event of Default or an Unmatured Event of Default;Early Termination Event. (b) The Termination Date shall not have occurred; (c) Before and after giving effect to such Advance borrowing and to the application of proceeds therefrom the Borrowing Base Test shall be satisfied, as calculated on such date; (d) No claim has been asserted or proceeding commenced challenging the enforceability or validity of any of the Transaction Documents or the Loan Documents, excluding any instruments, certificates or other documents relating to Loans that are no longer outstanding or which are no longer included in were the Collateral; andsubject of prior Advances; (e) There shall have been no Material Adverse Change with respect to the Borrower or the Servicer since the preceding Advance Advance; and (f) The Servicer and Borrower shall have taken such other action, including delivery of approvals, consents, opinions, documents, and instruments to the acquisition of the Loan, if applicable, will not have a Material Adverse Effect on such LoanManaging Agents as each may reasonably request.

Additional Conditions Precedent to All Advances. Each Advance shall be subject to the further conditions precedent that: (a) The Borrower shall have delivered a Funding Request Borrower Notice in accordance with the procedures set forth in Section 2.2 and the following statements shall be true and correct (and the Borrower shall have certified to the same in the related Borrower Notice that:Notice): (i) The representations and warranties set forth in Section Sections 4.1 and 7.8 are true and correct in all material respects on and as of such date and the related Funding Date, before and after giving effect to such borrowing Advance and to the application of the proceeds therefrom, as though made on and as of such date (except for representations and warranties that are qualified by materiality, a Material Adverse Effect or any similar qualifier, which representations shall be true and correct in all respects as of such date and the related Funding Date); and (ii) No event has occurred, or would result from such Advance or from the application of the proceeds therefrom, that constitutes an Event of Default or an Unmatured Event of Default; (b) The Termination Date shall not have occurred; (c) Before and after giving effect to such Advance and to the application of proceeds therefrom (i) the Collateral Quality Test shall be satisfied (or, if the Collateral Quality Test is not satisfied, each of the Weighted Average Remaining Maturity, the Weighted Average Spread, the Weighted Average Risk Rating, the Weighted Average LTV, the Weighted Average Total Funded Debt to TTM EBITDA Ratio and the Weighted Average Total Funded Debt to TTM Recurring Revenue Ratio components thereof, then in effect and prior to giving effect to such Advance and any related acquisition of Transferred Loans, shall be improved after giving effect to such Advance and any related acquisition of Transferred Loans), as calculated on such date, and (ii) the Borrowing Base Test shall be satisfied, as calculated on such date; (d) No claim has been asserted or proceeding commenced challenging the enforceability or validity of any of the Transaction Documents or the Loan Documents, excluding any instruments, certificates or other documents relating to Transferred Loans that are no longer outstanding or which are no longer included in the Collateral; (e) To the extent any new Loans are being included in the Borrowing Base, the Collateral Custodian shall have received the Required Loan Documents for each such Loan that is a Transferred Loan as of such Funding Date; and (ef) There With respect to any Advance made after the Effective Date, the Administrative Agent and the Collateral Custodian shall have been no Material Adverse Change received a copy of the duly executed and completed Additional Asset Supplement (as defined in the Sale and Contribution Agreement) with respect to the Borrower since Transferred Loans which the preceding proceeds of such Advance and will be used to fund or pay the acquisition of the Loan, if applicable, will not have a Material Adverse Effect on such Loanpurchase price thereof.

Additional Conditions Precedent to All Advances. Each Advance shall be subject to the further conditions precedent that, as of the date of such Advance and both (i) before giving effect to such Advance and (ii) after giving effect thereto and to the application of the proceeds thereof: (a) The Borrower shall have delivered a Funding Request in accordance with the procedures set forth in Section 2.2 and certified in the related Borrower Notice that: (i) The representations and warranties set forth in Section Sections 4.1 are and 7.8 shall be true and correct in all material respects on and as of such date and the related Funding Date, before and after giving effect to such borrowing and to the application of the proceeds therefromdate, as though made on and as of such date (except for representations and warranties that are qualified by materiality, a Material Adverse Effect or any similar qualifier, which representations shall be true and correct in all respects as of such date and the related Funding Date); and (ii) No event has occurred, or would result from such Advance or from the application of the proceeds therefrom, that constitutes an Event of Default or an Unmatured Event of Defaultdate; (b) Obligors in respect of Borrowing Base Eligible Loans included as part of the Collateral shall be in not fewer than seven (7) different Industries, determined by reference to the Industry Classifications; (c) The Transferred Loans shall consist of not fewer than eight (8) Borrowing Base Eligible Loans (for such purpose, Loans to Obligors which are Affiliates of each other shall be deemed to be a single Loan); (d) No more than three (3) Loans shall then be Pre-Positioned Loans; (e) The Revolving Period Termination Date shall not have occurred; (cf) Before No event shall have occurred and after giving effect to such Advance and to the application be continuing that constitutes a Revolving Period Termination Event or Unmatured Termination Event (including without limitation, satisfaction of proceeds therefrom the Borrowing Base Test, the Overcollateralization Ratio Test and the Required Equity Test); (g) The amount on deposit in the Interest Reserve Account shall be at least equal to the Interest Reserve Account Requirement; (h) Each Collateral Quality Test shall be satisfied, as calculated on such date; (di) The applicable conditions set forth in Section 2.1 and Section 2.2(a) and/or 2.2(b) shall have been satisfied to the extent satisfaction thereof is required on or prior to the Funding Date; (j) No claim has shall have been asserted or proceeding commenced challenging the enforceability or validity of any of the Transaction Documents or the Loan Documents, excluding any instruments, certificates or other documents relating to Loans that are no longer outstanding or which are no longer included in were the Collateral; andsubject of prior Advances; (ek) There shall have been no Material Adverse Change with respect to the Borrower or the Servicer since the preceding Advance; (l) The Documentation Agent shall have recalculated each of the Weighted Average Rating Factor, the Weighted Average Recovery Rate and the Diversity Score pursuant to Section 7.21 after giving effect to such Advance and any transfer of Loans to the acquisition Borrower; (m) On the related Funding Date, the Borrower or the Servicer, as the case may be, shall have certified in the related Borrower Notice that the conditions set forth in clauses (a) through (l) above shall have been satisfied; and (n) The Servicer and the Borrower shall have taken such other actions, including delivery of approvals, consents, opinions, documents, and instruments to the Loan, if applicable, will not have a Material Adverse Effect on such LoanFacility Agent as it may reasonably request.

Additional Conditions Precedent to All Advances. Each Advance shall be subject to the further conditions precedent that: (a) The On the related Funding Date, the Borrower or the Servicer, as the case may be, shall have delivered a Funding Request in accordance with the procedures set forth in Section 2.2 and certified in the related Borrower Notice that: (i) The representations and warranties set forth in Section Sections 4.1 and 7.8 are true and correct in all material respects on and as of such date and the related Funding Datedate, before and after giving effect to such borrowing and to the application of the proceeds therefrom, as though made on and as of such date; (ii) (A) Prior to the first anniversary date (except for representations and warranties that are qualified by materialityof the Closing Date, a Material Adverse Effect or any similar qualifier, which representations Obligors in respect of Eligible Loans included as part of the Collateral shall be true in not fewer than three (3) different Industries, and correct (B) on and after such anniversary date, Obligors in all respects respect of Eligible Loans included as part of the Collateral shall be in not fewer than four (4) different Industries; (iii) After given effect to such date and the related Funding Date)Advance, no more than two (2) Loans shall then be Pre-Positioned Loans; and (iiiv) No event has occurred, or would result from such Advance or from the application of the proceeds therefrom, that constitutes an Event of Default or an Unmatured Event of Defaulta Termination Event; (b) In the case of the initial Advance, the Administrative Agent shall have had the opportunity to conduct such review of the Loans to be included in the Collateral on the date of such Advance and to receive such legal opinions and other assurances with respect to the conformity of such Loans with the provisions of this Agreement as it shall have reasonably requested, and the results of such review and such opinions and other assurances shall be satisfactory in all material respects to the Administrative Agent; (c) In the case of the initial Advance, the Administrative Agent and each Lender shall have received an opinion or opinions of ▇▇▇▇▇▇▇▇ Chance US LLP, as counsel for the Borrower, in connection with the initial transfer of Loans by the Originator pursuant to the Purchase Agreement, in form, scope and substance reasonably satisfactory to the Administrative Agent and each Lender, relating to substantive consolidation and sale characterization issues; (d) The Required Equity Investment shall be maintained; (e) The Termination Date shall not have occurred; (cf) Before and after giving effect to such Advance borrowing and to the application of proceeds therefrom the Borrowing Base Test shall be satisfied, as calculated on such date; (dg) The applicable conditions set forth in Sections 2.1 and 2.2(a) shall have been satisfied; (h) No claim has been asserted or proceeding commenced challenging the enforceability or validity of any of the Transaction Documents or the Loan Documents, excluding any instruments, certificates or other documents relating to Loans that are no longer outstanding or which are no longer included in were the Collateral; andsubject of prior Advances; (ei) There shall have been no Material Adverse Change with respect to the Borrower or the Servicer since the preceding Advance (or, in the case of the initial Advance, since the Closing Date); and (j) The Servicer and the acquisition Borrower shall have taken such other action, including delivery of approvals, consents, opinions, documents, and instruments to the Loan, if applicable, will not have a Material Adverse Effect on such LoanAdministrative Agent as it may reasonably request.

Additional Conditions Precedent to All Advances. Each Advance shall be subject to the further conditions precedent that: (a) The Borrower shall have delivered a Funding Request Borrower Notice in accordance with the procedures set forth in Section 2.2 and the following statements shall be true and correct (and the Borrower shall have certified to the same in the related Borrower Notice that:Notice): (i) The representations and warranties set forth in Section Sections 4.1 and 7.8 are true and correct in all material respects on and as of such date and the related Funding Date, before and after giving effect to such borrowing Advance and to the application of the proceeds therefrom, as though made on and as of such date (except for representations and warranties that are qualified by materiality, a Material Adverse Effect or any similar qualifier, which representations shall be true and correct in all respects as of such date and the related Funding Date); and (ii) No event has occurred, or would result from such Advance or from the application of the proceeds therefrom, that constitutes an Event of Default or an Unmatured Event of Default; (b) The Termination Date shall not have occurred; (c) Before and after giving effect to such Advance and to the application of proceeds therefrom (i) the Borrowing Base Collateral Quality Test shall be satisfied (or, if the Collateral Quality Test is not satisfied, each of the Weighted Average Remaining Maturity, the Weighted Average Spread, the Weighted Average Risk Rating and the Weighted Average LTV components thereof, then in effect and prior to giving effect to such Advance and any related acquisition of Transferred Loans, shall be improved after giving effect to such Advance and any related acquisition of Transferred Loans), as calculated on such date; (d) No claim has been asserted or proceeding commenced challenging the enforceability or validity of any of the Transaction Documents or the Loan Documents, excluding any instruments, certificates or other documents relating to Loans that are no longer outstanding or which are no longer included in the Collateral; and (e) There shall have been no Material Adverse Change with respect to the Borrower since the preceding Advance and the acquisition of the Loan, if applicable, will not have a Material Adverse Effect on such Loan.

Additional Conditions Precedent to All Advances. Each Advance shall be subject Notwithstanding any other provisions contained in this Agreement but in addition to the further conditions precedent thatother terms of this Agreement, each of the making of any Advance and the issuance of any Letter of Credit is conditioned upon the following, each as determined by Administrative Agent in its sole discretion: (a) The Borrower As of the date of each Advance and each issuance of a Letter of Credit, the following shall have delivered a Funding Request in accordance with the procedures set forth in Section 2.2 be true and certified in the related Borrower Notice that: correct: (i) The all representations and warranties set forth made by each Borrower and each Guarantor in Section 4.1 the Loan Documents are true and correct in all material respects on (except for representations and warranties that are qualified by materiality, a Material Adverse Effect or any similar qualifier, which representations shall be true and correct in all respects), except and to the extent that such representations and warranties relate solely to an earlier date, in which case they shall be true and correct in all material respects as of such date and the related Funding Date, before and after giving effect to such borrowing and to the application of the proceeds therefrom, as though made on and as of such earlier date (except for representations and warranties that are qualified by materiality, a Material Adverse Effect or any similar qualifier, which representations shall be true and correct in all respects as of such date and the related Funding Daterespects); and and (ii) No no Event of Default has occurred and is continuing and no conditions exist and no event has occurred, occurred or would could result from such requested Advance or from Letter of Credit, which, with the application passage of time or the proceeds therefromgiving of notice, that constitutes or both, would result in or constitute an Event of Default or an Unmatured Event of Default; (b) The Termination Date shall not have occurred;No Material Adverse Effect has occurred and is continuing; and (c) Before and after giving effect As to any Advance, Administrative Agent shall have received by noon (Houston, Texas time) on the date such Advance is to be made a written request (or telephonic request promptly confirmed in writing) from Administrative Borrower for such an Advance specifying the principal amount thereof. With respect to a request by Administrative Borrower for a Letter of Credit to be issued hereunder, Administrative Borrower shall provide a written request therefor from an authorized officer of Administrative Borrower in a specific amount accompanied by Administrative Agent’s or its designee’s form of application and reimbursement agreement, duly completed and executed by Administrative Borrower at least two (2) Business Days before the relevant date of issuance. Administrative Agent shall issue, or cause to the be issued, such requested Letter of Credit within two (2) Business Days after Administrative Agent acknowledges receipt of such application and reimbursement agreement and satisfaction or waiver of proceeds therefrom the Borrowing Base Test shall be satisfiedall other conditions of Administrative Agent for such issuance. In addition, as calculated on such date; (d) No claim has been asserted prior to making any Advance or proceeding commenced challenging the enforceability or validity issuing any Letter of any of the Transaction Documents or the Loan DocumentsCredit, excluding any instruments, certificates or other documents relating to Loans that are no longer outstanding or which are no longer included in the Collateral; and (e) There Administrative Agent shall have received copies of all documents required to have been no Material Adverse Change with respect delivered to Administrative Agent pursuant to this Agreement. All conditions precedent set forth in this Agreement and any other Loan Documents are for the Borrower since the preceding Advance sole benefit of Administrative Agent and the acquisition of the Loan, if applicable, will not have a Material Adverse Effect on such LoanLenders and may be unilaterally waived by Administrative Agent at Administrative Agent’s sole option.

Additional Conditions Precedent to All Advances. Each Advance shall be subject to the further conditions precedent that: (a) The Borrower shall have delivered a Funding Request Borrower Notice in accordance with the procedures set forth in Section 2.2 and the following statements shall be true and correct (and the Borrower shall have certified to the same in the related Borrower Notice that:Notice): (i) The representations and warranties set forth in Section Sections 4.1 and 7.8 are true and correct in all material respects on and as of such date and the related Funding Date, before and after giving effect to such borrowing Advance and to the application of the proceeds therefrom, as though made on and as of such date (except for representations and warranties that are qualified by materiality, a Material Adverse Effect or any similar qualifier, which representations shall be true and correct in all respects as of such date and the related Funding Date); and (ii) No event has occurred, or would result from such Advance or from the application of the proceeds therefrom, that constitutes an Event of Default or an Unmatured Event of Default; (b) The Termination Date shall not have occurred; (c) Before and after giving effect to such Advance and to the application of proceeds therefrom (i) the Collateral Quality Test shall be satisfied (or, if the Collateral Quality Test is not satisfied, each of the Weighted Average Remaining Maturity, the Weighted Average Spread, the Weighted Average Risk Rating, the Weighted Average LTV, the Weighted Average Total Funded Debt Ratio to TTM EBITDA and the Weighted Average LTVTotal Funded Debt Ratio to TTM Recurring Revenue components thereof, then in effect and prior to giving effect to such Advance and any related acquisition of Transferred Loans, shall be improved after giving effect to such Advance and any related acquisition of Transferred Loans), as calculated on such date, and (ii) the Borrowing Base Test shall be satisfied, as calculated on such date; (d) No claim has been asserted or proceeding commenced challenging the enforceability or validity of any of the Transaction Documents or the Loan Documents, excluding any instruments, certificates or other documents relating to Transferred Loans that are no longer outstanding or which are no longer included in the Collateral; and (e) There shall have been no Material Adverse Change Other than with respect to the Required Loan Documents with respect to Loans acquired by the Borrower since during the preceding Advance Initial Period that are in Electronic Form or Loans that are originated by a Third Party Originator, to the extent any new Loans are being included in the Borrowing Base, and the acquisition Required Loan Documents with respect thereto are in Electronic Form, electronic originals of the LoanRequired Loan Documents have been deposited into the Electronic Vault in the name of the Collateral Custodian on behalf of the Borrower that is maintained with the E-Vault Provider, if applicableidentified via the Required Legend, will not and under the control of the Administrative Agent in conformity with the requirements of the Transaction Documents; provided that with respect to the Required Loan Documents with respect to Loans acquired by the Borrower during the Initial Period that are in Electronic Form, the Collateral Custodian shall have confirmed that it shall have received such Required Loan Documents for each Loan that is a Material Adverse Effect on Transferred Loan as of such LoanFunding Date and confirmed that the Required Loan Documents satisfy the Review Criteria and delivered a Custodial Certificate to the Administrative Agent, and it is understood and agreed that only copies of such Required Loan Documents shall be delivered during the Initial Period and with respect to Loans originated by a Third Party Originator, with the sole authoritative copies of suchthe Required Loan Documents with respect to Loans acquired by the Borrower during the Initial Period to be delivered in accordance with Section 5.1(pp).

Additional Conditions Precedent to All Advances. Each Advance shall be subject to the further conditions precedent that, as of the date of such Advance and both (i) before giving effect to such Advance and (ii) after giving effect thereto and to the application of the proceeds thereof: (a) The Borrower shall have delivered a Funding Request in accordance with the procedures set forth in Section 2.2 and certified in the related Borrower Notice that: (i) The representations and warranties set forth in Section Sections 4.1 are and 7.8 shall be true and correct in all material respects on and as of such date and the related Funding Date, before and after giving effect to such borrowing and to the application of the proceeds therefromdate, as though made on and as of such date (except for representations and warranties that are qualified by materiality, a Material Adverse Effect or any similar qualifier, which representations shall be true and correct in all respects as of such date and the related Funding Date); and (ii) No event has occurred, or would result from such Advance or from the application of the proceeds therefrom, that constitutes an Event of Default or an Unmatured Event of Defaultdate; (b) Obligors in respect of Borrowing Base Eligible Loans included as part of the Collateral shall be in not fewer than seven (7) different Industries, determined by reference to the Industry Classifications; (c) The Transferred Loans shall consist of not fewer than eight (8) Borrowing Base Eligible Loans (for such purpose, Loans to Obligors which are Affiliates of each other constituting the same business enterprise shall be deemed to be a single Loan); (d) No more than three (3) Loans shall then be Pre-Positioned Loans; (e) The Revolving Period Termination Date shall not have occurred; (cf) Before No event shall have occurred and after giving effect to such Advance and to the application be continuing that constitutes a Revolving Period Termination Event or Unmatured Termination Event (including without limitation, satisfaction of proceeds therefrom the Borrowing Base Test, the Overcollateralization Ratio Test and the Required Equity Test); (g) [reserved]; (h) Each Collateral Quality Test shall be satisfied, as calculated on such date; (di) The applicable conditions set forth in Section 2.1 and Section 2.2(a) and/or 2.2(b) shall have been satisfied to the extent satisfaction thereof is required on or prior to the Funding Date; (j) No claim has shall have been asserted or proceeding commenced challenging the enforceability or validity of any of the Transaction Documents or the Loan Documents, excluding any instruments, certificates or other documents relating to Loans that are no longer outstanding or which are no longer included in were the Collateral; andsubject of prior Advances; (ek) There shall have been no Material Adverse Change with respect to the Borrower or the Servicer since the preceding Advance; (l) The Documentation Agent shall have recalculated each of the Weighted Average Recovery Rate and the Diversity Score pursuant to Section 7.21 after giving effect to such Advance and any transfer of Loans to the acquisition Borrower; (m) On the related Funding Date, the Borrower or the Servicer, as the case may be, shall have certified in the related Borrower Notice that the conditions set forth in clauses (a) through (l) above shall have been satisfied; and (n) The Servicer and the Borrower shall have taken such other actions, including delivery of approvals, consents, opinions, documents, and instruments to the Loan, if applicable, will not have a Material Adverse Effect on such LoanFacility Agent as it may reasonably request.

Additional Conditions Precedent to All Advances. Each Advance shall be subject to the further conditions precedent that: (a) The On the related Funding Date, the Borrower or the Servicer, as the case may be, shall have delivered a Funding Request in accordance with the procedures set forth in Section 2.2 and certified in the related Borrower Notice that: (i) The representations and warranties set forth in Section Sections 4.1 and 7.8 are true and correct in all material respects on and as of such date and the related Funding Datedate, before and after giving effect to such borrowing and to the application of the proceeds therefrom, as though made on and as of such date (except for representations and warranties that are qualified by materiality, a Material Adverse Effect or any similar qualifier, which representations shall be true and correct in all respects as of such date and the related Funding Date)date; and (ii) No event has occurred, or would result from such Advance or from the application of the proceeds therefrom, that constitutes an Early Termination Event of Default or an Unmatured Event of Default;Termination Event. (b) The Termination Date shall not have occurred; (c) Before and after giving effect to such Advance borrowing and to the application of proceeds therefrom the Collateral Quality Test shall be satisfied, as calculated on such date; (d) Before and after giving effect to such borrowing and to the application of proceeds therefrom the Borrowing Base Test shall be satisfied, as calculated on such date; (de) No claim has been asserted or proceeding commenced challenging the enforceability or validity of any of the Transaction Documents or the Loan Documents, excluding any instruments, certificates or other documents relating to Loans that are no longer outstanding or which are no longer included in were the Collateral; andsubject of prior Advances; (ef) There shall have been no Material Adverse Change with respect to the Borrower or the Servicer since the preceding Advance; (g) Such Advance shall not cause the aggregate amount of Advances Outstanding to increase by more than $40,000,000 during the 32-day period ending on the related Funding Date of such Advance; provided, that the foregoing amount set forth in this clause (g) may be increased (i) upon no less than 32 days prior written notice from the Borrower to the Administrative Agent or (ii) by the Administrative Agent in its sole discretion; and (h) The Servicer and Borrower shall have taken such other action, including delivery of approvals, consents, opinions, documents, and instruments to the acquisition of the Loan, if applicable, will not have a Material Adverse Effect on such LoanManaging Agents as each may reasonably request.