Common use of CONDITIONS TO BORROWINGS Clause in Contracts

CONDITIONS TO BORROWINGS. On the Closing Date and on any Business Day prior to the Maturity Date, the Borrower may request a Borrowing from the Lender Group in accordance with the Loan Agreement. Any Borrowing (including any Borrowing made on the Closing Date) shall be subject to the following conditions: (a) the Servicer shall have delivered to the Agent (with a copy to the Collateral Custodian, if one has been appointed, and to the Backup Servicer) on behalf of the Borrower a Borrowing Base Certificate; (b) all applicable conditions precedent to the Lender Group’s advance of the Borrowing under Sections 3.01, 3.02, and 3.03 of the Loan Agreement shall have been fulfilled as of such Borrowing Date. (c) as of such date, neither the Originator nor the Borrower shall have reason to believe that its insolvency is imminent; (d) on and as of such date, after giving effect to such Borrowing, the Availability shall exceed zero; (e) the Originator shall have taken any action reasonably requested by the Agent or the Borrower required to maintain or evidence the ownership interest of the Borrower in the Purchased Assets and the security interest of the Agent in the Collateral.; (f) the Originator shall have deposited, or caused to be deposited, in the Cash Management Account all Collections received with respect to each of the Loans Transferred on and after its applicable Transfer Date; (g) each of the representations and warranties made by the Originator contained in Section 3.03 with respect to the Loans on the Closing Date shall be true and correct as of the applicable Borrowing Date (in the case of a Borrowing other than on the Closing Date, with the same effect as if then made) and each of the Borrower and the Originator shall have performed all obligations to be performed by it under the Loan Documents on or prior to such Borrowing Date; and (h) it shall be a condition to the initial Borrowing that the Servicer shall have delivered the form of Servicer Report, to be attached hereto as Exhibit A, to the Backup Servicer and the Agent.

CONDITIONS TO BORROWINGS. On the Closing Date and on any Business Day prior The obligation of a Lender to make a Loan to the Maturity Date, the Borrower may request Borrowers as part of a Borrowing from the Lender Group in accordance with the Loan Agreement. Any Borrowing (including any Borrowing made on the Closing Date) shall be is subject to the satisfaction of the following conditions: (a) : - this Agreement is effective; - the Servicer shall have delivered Administrative Agent receives a Borrowing Notice conforming to the Agent (with a copy to requirements of this Agreement; - immediately after the Collateral CustodianBorrowing, if one has been appointed, and to the Backup Servicer) on behalf aggregate unpaid principal amount of the Borrower a Borrowing Base Certificate; (b) all applicable conditions precedent to Loans will not exceed the Lender Group’s advance lesser of the Aggregate Commitment or the Borrowing under Sections 3.01Base; - each Borrower represents that no material adverse change in its financial condition or results of operations has occurred; - immediately before and after the Borrowing, 3.02, no Default will have occurred and 3.03 be continuing; - the representations and warranties of the Loan Borrowers contained in this Agreement shall have been fulfilled as of such Borrowing Date. (c) as of such date, neither the Originator nor the Borrower shall have reason to believe that its insolvency is imminent; (d) are true on and as of such date, after giving effect to such Borrowing, the Availability shall exceed zero; (e) the Originator shall have taken any action reasonably requested by the Agent or the Borrower required to maintain or evidence the ownership interest date of the Borrower in the Purchased Assets and the security interest of the Agent in the Collateral.; (f) the Originator shall have deposited, or caused to be deposited, in the Cash Management Account all Collections received with respect to each of the Loans Transferred on and after its applicable Transfer Date; (g) each of the representations and warranties made by the Originator contained in Section 3.03 with respect to the Loans on the Closing Date shall be true and correct as of the applicable Borrowing Date (in the case of a Borrowing other than on the Closing Date, with the same effect as if then made) made on and as of such date (except to the extent such representations and warranties expressly relate to an earlier date); - the Administrative Agent receives, with the Borrowing Notice, an update to the title policy for each Borrowing on a Development Project; - no mechanic's lien claim shall have been filed or asserted against any Mortgaged Property, which has not been "bonded off" such Mortgaged Property in accordance with applicable law; - all licenses, permits and approvals of governmental authorities required for the operation of the Borrower respective Mortgaged Properties shall have been obtained and are in full force and effect; - each request for a Borrowing for a Development Project shall be subject to the approval of the Administrative Agent and the Originator Administrative Agent's construction consultant, which approval shall not be unreasonably withheld or delayed; - there shall have performed all obligations to be performed by occurred no material violation of any applicable laws, ordinances, rules or regulations; it under the Loan Documents on or prior to such Borrowing Date; and (h) it being understood that a single violation shall be a condition deemed material if it involves by way of fees, fines, costs, expenses, curative work or other potential loss or expense to the initial Borrowing that Borrowers exceeding the Servicer sum of $100,000.00 or $500,000 in the aggregate for multiple violations; - there shall be no action, suits or proceedings pending, or to the Borrowers' knowledge, threatened against or affecting either Borrower, any Subsidiary or any Mortgaged Property, at law or in equity, or before any governmental agencies, which, if adversely determined, would substantially impair the ability of the Borrowers to pay their obligations as set forth herein or adversely affect the priority or security of a Mortgage; and - there shall have delivered occurred no material adverse change in the form financial condition of Servicer Report, to be attached hereto as Exhibit A, to the Backup Servicer and the Agenteither Borrower or any Mortgaged Property.

CONDITIONS TO BORROWINGS. On the Closing Date and on any Business Day prior The obligation of a Lender to make a Loan to the Maturity Date, the Borrower may request Borrowers as part of a Borrowing from the Lender Group in accordance with the Loan Agreement. Any Borrowing (including any Borrowing made on the Closing Date) shall be is subject to the satisfaction of the following conditions: (a) : • this Agreement is effective; • the Servicer shall have delivered Administrative Agent receives a Borrowing Notice conforming to the Agent (with a copy to requirements of this Agreement; • immediately after the Collateral CustodianBorrowing, if one has been appointed, and to the Backup Servicer) on behalf aggregate unpaid principal amount of the Borrower a Borrowing Base Certificate; (b) all applicable conditions precedent to Loans will not exceed the Lender Group’s advance lesser of the Aggregate Commitment or the Borrowing under Sections 3.01Base; • each Borrower represents that no material adverse change in its financial condition or results of operations has occurred; • immediately before and after the Borrowing, 3.02, no Default will have occurred and 3.03 be continuing; • the representations and warranties of the Loan Borrowers contained in this Agreement shall have been fulfilled as of such Borrowing Date. (c) as of such date, neither the Originator nor the Borrower shall have reason to believe that its insolvency is imminent; (d) are true on and as of such date, after giving effect to such Borrowing, the Availability shall exceed zero; (e) the Originator shall have taken any action reasonably requested by the Agent or the Borrower required to maintain or evidence the ownership interest date of the Borrower in the Purchased Assets and the security interest of the Agent in the Collateral.; (f) the Originator shall have deposited, or caused to be deposited, in the Cash Management Account all Collections received with respect to each of the Loans Transferred on and after its applicable Transfer Date; (g) each of the representations and warranties made by the Originator contained in Section 3.03 with respect to the Loans on the Closing Date shall be true and correct as of the applicable Borrowing Date (in the case of a Borrowing other than on the Closing Date, with the same effect as if then made) made on and as of such date (except to the extent such representations and warranties expressly relate to an earlier date); • the Administrative Agent receives, with the Borrowing Notice, an update to the title policy for each Borrowing on a Development Project; • no mechanic’s lien claim shall have been filed or asserted against any Mortgaged Property, which has not been “bonded off” such Mortgaged Property in accordance with applicable law; • all licenses, permits and approvals of governmental authorities required for the operation of the Borrower respective Mortgaged Properties shall have been obtained and are in full force and effect; • each request for a Borrowing for a Development Project shall be subject to the approval of the Administrative Agent and the Originator Administrative Agent’s construction consultant, which approval shall not be unreasonably withheld or delayed; • there shall have performed all obligations to be performed by occurred no material violation of any applicable laws, ordinances, rules or regulations; it under the Loan Documents on or prior to such Borrowing Date; and (h) it being understood that a single violation shall be a condition deemed material if it involves by way of fees, fines, costs, expenses, curative work or other potential loss or expense to the initial Borrowing that Borrowers exceeding the Servicer sum of $100,000.00 or $500,000 in the aggregate for multiple violations; • there shall be no action, suits or proceedings pending, or to the Borrowers’ knowledge, threatened against or affecting either Borrower, any Subsidiary or any Mortgaged Property, at law or in equity, or before any governmental agencies, which, if adversely determined, would substantially impair the ability of the Borrowers to pay their obligations as set forth herein or adversely affect the priority or security of a Mortgage; and • there shall have delivered occurred no material adverse change in the form financial condition of Servicer Reporteither Borrower or any Mortgaged Property. Each Borrowing shall constitute a representation and warranty by the Borrowers that, to be attached hereto as Exhibit Aon the date of the Borrowing, to the Backup Servicer and the Agentconditions set forth in this Section 3.2 are satisfied.

CONDITIONS TO BORROWINGS. On the Closing Date and on any Business Day prior The obligation of a Lender to make a Loan to the Maturity Date, the Borrower may request Borrowers as part of a Borrowing from the Lender Group in accordance with the Loan Agreement. Any Borrowing (including any Borrowing made on the Closing Date) shall be is subject to the satisfaction of the following conditions: (a) : o this Agreement is effective; o the Servicer shall have delivered Administrative Agent receives a Borrowing Notice conforming to the Agent (with a copy to requirements of this Agreement; o immediately after the Collateral CustodianBorrowing, if one has been appointed, and to the Backup Servicer) on behalf aggregate unpaid principal amount of the Borrower a Borrowing Base Certificate; (b) all applicable conditions precedent to Loans will not exceed the Lender Group’s advance lesser of the Aggregate Commitment or the Borrowing under Sections 3.01Base; o each Borrower represents that no material adverse change in its financial condition or results of operations has occurred; o immediately before and after the Borrowing, 3.02, no Default will have occurred and 3.03 be continuing; o the representations and warranties of the Loan Borrowers contained in this Agreement shall have been fulfilled as of such Borrowing Date. (c) as of such date, neither the Originator nor the Borrower shall have reason to believe that its insolvency is imminent; (d) are true on and as of such date, after giving effect to such Borrowing, the Availability shall exceed zero; (e) the Originator shall have taken any action reasonably requested by the Agent or the Borrower required to maintain or evidence the ownership interest date of the Borrower in the Purchased Assets and the security interest of the Agent in the Collateral.; (f) the Originator shall have deposited, or caused to be deposited, in the Cash Management Account all Collections received with respect to each of the Loans Transferred on and after its applicable Transfer Date; (g) each of the representations and warranties made by the Originator contained in Section 3.03 with respect to the Loans on the Closing Date shall be true and correct as of the applicable Borrowing Date (in the case of a Borrowing other than on the Closing Date, with the same effect as if then made) made on and as of such date (except to the extent such representations and warranties expressly relate to an earlier date); the Administrative Agent receives, with the Borrowing Notice, an update to the title policy for each Borrowing on a Development Project; o no mechanic's lien claim shall have been filed or asserted against any Mortgaged Property, which has not been "bonded off" such Mortgaged Property in accordance with applicable law; o all licenses, permits and approvals of governmental authorities required for the operation of the Borrower respective Mortgaged Properties shall have been obtained and are in full force and effect; o each request for a Borrowing for a Development Project shall be subject to the approval of the Administrative Agent and the Originator Administrative Agent's construction consultant, which approval shall not be unreasonably withheld or delayed; o there shall have performed all obligations to be performed by occurred no material violation of any applicable laws, ordinances, rules or regulations; it under the Loan Documents on or prior to such Borrowing Date; and (h) it being understood that a single violation shall be a condition deemed material if it involves by way of fees, fines, costs, expenses, curative work or other potential loss or expense to the initial Borrowing that Borrowers exceeding the Servicer sum of $100,000.00 or $500,000 in the aggregate for multiple violations; o there shall be no action, suits or proceedings pending, or to the Borrowers' knowledge, threatened against or affecting either Borrower, any Subsidiary or any Mortgaged Property, at law or in equity, or before any governmental agencies, which, if adversely determined, would substantially impair the ability of the Borrowers to pay their obligations as set forth herein or adversely affect the priority or security of a Mortgage; and o there shall have delivered occurred no material adverse change in the form financial condition of Servicer Reporteither Borrower or any Mortgaged Property. Each Borrowing shall constitute a representation and warranty by the Borrowers that, to be attached hereto as Exhibit Aon the date of the Borrowing, to the Backup Servicer and the Agentconditions set forth in this Section 3.2 are satisfied.

CONDITIONS TO BORROWINGS. On the Closing Date and on any Business Day prior to the Maturity Date, the Borrower may request a Borrowing from the Lender Group in accordance with the Loan Agreement. Any Borrowing (including any Borrowing made on the Closing Date) shall be subject to the following conditions: (a) the Servicer shall have delivered to the Agent (with a copy to the Collateral Custodian, if one has been appointed, and to the Backup Servicer) on behalf of the Borrower a Borrowing Base Certificate; (b) all applicable conditions precedent to the Lender Group’s advance of the Borrowing under Sections 3.01, 3.02, and Section 3.03 of the Loan Agreement shall have been fulfilled as of such Borrowing Date. (c) as of such date, neither the Originator nor the Borrower shall have reason to believe that its insolvency is imminent; (d) on and as of such date, after giving effect to such Borrowing, the Availability shall exceed zero; (e) the Originator shall have taken any action reasonably requested by the Agent or the Borrower required to maintain or evidence the ownership interest of the Borrower in the Purchased Assets and the security interest of the Agent in the Collateral.; (f) the Originator shall have deposited, or caused to be deposited, in the Cash Management Account all Collections received with respect to each of the Loans Transferred on and after its applicable Transfer Date; (g) each of the representations and warranties made by the Originator contained in Section 3.03 with respect to the Loans on the Closing Date shall be true and correct as of the applicable Borrowing Date (in the case of a Borrowing other than on the Closing Date, with the same effect as if then made) and each of the Borrower and the Originator shall have performed all obligations to be performed by it under the Loan Documents on or prior to such Borrowing Date; and (h) it shall be a condition to the initial Borrowing that the Servicer shall have delivered the form of Servicer Report, to be attached hereto as Exhibit A, to the Backup Servicer and the Agent.

CONDITIONS TO BORROWINGS. On The obligation of each Lender to make the Closing Date and on any Business Day prior Loans is subject solely to the Maturity Date, the Borrower may request a Borrowing from the Lender Group in accordance with the Loan Agreement. Any Borrowing satisfaction (including any Borrowing made on the Closing Dateor waiver pursuant to Section 10.01) shall be subject to of the following conditionsconditions precedent on or before November 19, 2011: (a) the Servicer Administrative Agent shall have delivered to received a Loan Notice in accordance with the Agent (with a copy to the Collateral Custodian, if one has been appointed, and to the Backup Servicer) on behalf requirements of the Borrower a Borrowing Base CertificateArticle II; (b) all applicable conditions precedent the following representations and warranties shall be accurate on the Closing Date: (i) such representations and warranties made by the Target in the Acquisition Agreement as are material to the Lender Group’s advance interests of the Borrowing Arranger and the Lenders, but only to the extent that the Borrower has the right to terminate its obligations under Sections 3.01, 3.02, and 3.03 the Acquisition Agreement as a result of the Loan Agreement shall have been fulfilled as a breach of such Borrowing Date. representations in the Acquisition Agreement (c) as of such date, neither the Originator nor the Borrower shall have reason determined without regard to believe that its insolvency whether any notice is imminent; (d) on and as of such date, after giving effect required to such Borrowing, the Availability shall exceed zero; (e) the Originator shall have taken any action reasonably requested be delivered by the Agent or the Borrower required to maintain or evidence the ownership interest of the Borrower in the Purchased Assets Borrower) and the security interest of the Agent in the Collateral.; (f) the Originator shall have deposited, or caused to be deposited, in the Cash Management Account all Collections received with respect to each of the Loans Transferred on and after its applicable Transfer Date; (gii) each of the representations and warranties made by of the Originator Loan Parties contained in Section 3.03 5.01(a) (with respect to the Borrower only), Section 5.01(b)(ii), 5.02(a), 5.04, 5.12, and 5.13 (but only with respect to the Borrower’s Annual Report on Form 10-K for the year ended December 31, 2010 and the Borrower’s other filings with the SEC since December 31, 2010 and only to the extent that a breach of such representation would reasonably be expected to have a Material Adverse Effect); (c) the Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower confirming, as of the Closing Date, the satisfaction (unless waived by the Required Lenders) of the conditions specified in this Section 4.02; (d) there shall not have occurred and be continuing any Target Material Adverse Effect; (e) the Administrative Agent shall have received reasonably satisfactory evidence (which may be provided by a certificate of a Responsible Officer of the Borrower) that the Acquisition has been consummated (or shall be consummated substantially concurrently with the making of the Loans on the Closing Date shall be true and correct as Date) in accordance with the terms of the applicable Borrowing Date Acquisition Agreement; provided, that, since the date of the Acquisition Agreement, no amendment, modification or waiver of any term thereof or any condition to the Borrower’s obligation to consummate the Acquisition thereunder or consent granted thereunder will be made or granted, as the case may be, without the prior written consent (which consent shall not be unreasonably withheld or delayed) of the Arranger (other than any such amendment, modification or waiver or consent that is not materially adverse to any interest of the Arranger or the Lenders, it being understood that any (A) change in the case price (including any price decrease), (B) modification of a Borrowing the structure of the Acquisition resulting in the acquisition of the Target other than by purchase of the shares of the Target with the Borrower or a direct or indirect wholly-owned Subsidiary thereof or (C) written consent granted by the Borrower to the Target with respect to any act or omission, otherwise prohibited by the Acquisition Agreement in the absence of such written consent, that is or would be reasonably expected to be material and adverse (whether at the time of such consent or at the Closing Date) to any interest of the Arranger or the Lenders will require the consent of the Arranger, in each case which consent shall not be unreasonably withheld or delayed); (f) the Lenders, the Administrative Agent and the Arranger shall have received all fees required to be paid, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel), on or before the Closing Date, including fees and expenses and other compensation contemplated by the Fee Letters. All such amounts may be paid with proceeds of Loans made on the same effect as Closing Date and, to the extent so funded, will be reflected in the funding instructions given by the Borrower to the Administrative Agent on or before the Closing Date. Without duplication of the foregoing, unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if then maderequested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date plus such additional amounts of such fees, charges and each disbursements incurred or to be incurred by it through the Closing Date (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Originator shall have performed all obligations to be performed by it under the Loan Documents on or prior to such Borrowing DateAdministrative Agent); and (hg) it The Administrative Agent shall have received reasonably satisfactory evidence (which may be provided by a certificate of a Responsible Officer of the Borrower) that there shall be a condition no outstanding loans under the Existing Credit Agreement the proceeds of which are used to finance the initial Borrowing that Acquisition (including any fees and expenses incurred in connection therewith) unless the Servicer shall Aggregate Commitments have delivered the form of Servicer Report, to be attached hereto as Exhibit A, to the Backup Servicer and the Agentbeen utilized in full.

CONDITIONS TO BORROWINGS. On the Closing Date and on any Business Day prior during the Revolving Period, the Issuer may, upon two Business Days' notice to the Maturity DateAdministrative Agent and each Group Noteholder (with a copy to the Indenture Trustee), the Borrower may request a Borrowing from the Lender Group in accordance with the Loan AgreementNoteholders. Any Borrowing (including any Borrowing made on the Closing Date) shall be subject to the following conditions: (a) the Servicer shall have delivered to the Agent (with a copy to the Collateral Custodian, if one has been appointed, and to the Backup Servicer) on behalf of the Borrower Issuer a Borrowing Notice and a Borrowing Base Certificate; (b) all applicable conditions precedent to the Lender Group’s Noteholders' advance of the Borrowing under Sections 3.01, 3.02, and 3.03 Section 3.01 of the Loan Note Purchase Agreement shall have been fulfilled as of such Borrowing Date. (c) as of such date, neither the Originator nor the Borrower Depositor shall have reason to believe that its insolvency is imminent; (d) on and as of such date, after giving effect to such Borrowing, the Availability shall exceed zero; (e) the Originator Depositor shall have taken any action reasonably requested by the Agent Indenture Trustee, the Issuer or the Borrower any Purchaser required to maintain or evidence the ownership interest of the Borrower Issuer in the Purchased Assets and the security interest of the Agent Indenture Trustee in the Collateral.; (f) the Originator Depositor shall have deposited, or caused to be deposited, in the Cash Management Collection Account all Collections received with respect to each of the Loans Transferred on and after its applicable Transfer the Closing Date; (g) neither the Termination Date nor the Amortization Date shall have occurred; (h) each of the representations and warranties made by the Originator contained in Section 3.03 with respect to the Loans on the Closing Date shall be true and correct as of the applicable Borrowing Date (in the case of a Borrowing other than on the Closing Date, with the same effect as if then made) and each of the Borrower Depositor and the Originator shall have performed all obligations to be performed by it under the Loan Basic Documents on or prior to such Borrowing Date; provided that, if any representation or warranty made by the Originator pursuant to Section 3.03 shall be incorrect as of any Transfer Date with respect to any Loan to be purchased on such date, the Issuer shall only be relieved of its obligation to purchase such Loan affected by such breach and, assuming satisfaction or waiver of the other conditions set forth in this clause (h), the Issuer shall nonetheless be obligated to purchase all Loans to be purchased on such date that are unaffected by such breach; (hi) it shall be a condition to the initial Borrowing that the Servicer shall have delivered the form of Servicer Report, to be attached hereto as Exhibit AB, to the Backup Servicer Servicer, the Indenture Trustee and each Purchaser; (j) the AgentRequired Opinions shall have been delivered to each Group Noteholder; and (k) any fees due and owing pursuant to the DB Fee Letter shall have been paid.

CONDITIONS TO BORROWINGS. On The obligation of the Closing Date and on Bank to make any Business Day prior Loan is subject to the Maturity Date, the Borrower may request a Borrowing from the Lender Group in accordance with the Loan Agreement. Any Borrowing (including any Borrowing made on the Closing Date) shall be subject to satisfaction of the following conditions: (a) receipt by the Servicer shall have delivered to the Agent (with a copy to the Collateral Custodian, if one has been appointed, and to the Backup Servicer) on behalf Bank of the Borrower a Borrowing Base Certificatenotice as required by Section 2; (b) all applicable conditions precedent to the Lender Group’s advance of the Borrowing under Sections 3.01fact that, 3.02immediately before and after such Loan is made, and 3.03 of the Loan Agreement no Default shall have been fulfilled as of such Borrowing Date.occurred and be continuing; (c) the fact that the representations and warranties of the Borrower incorporated by reference in Section 6 of this Agreement shall be true on and as of the date of such Loan; and (d) the fact that, immediately after such Loan is made the aggregate outstanding principal amount of the Loans of the Bank will not exceed the amount of the Commitment. Each Loan hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Loan as to the truth and accuracy of the facts specified in clauses (b), (c) and (d) of this Section: provided that (i) such Loan shall not be deemed to be such a representation and warranty as to the truth and accuracy of the fact specified in clause (c) of this Section, if the aggregate outstanding principal amount of the Loans immediately after such Loan is made will not exceed the aggregate outstanding principal amount thereof immediately before such Loan is made, (ii) if the aggregate outstanding principal amount of the Loans immediately after such Loan is made will not exceed the aggregate outstanding principal amount thereof immediately before such Loan is made, then (A) such Loan shall be deemed to be a representation and warranty as to the truth and accuracy of the fact specified in clause (b) of this Section determined as if the term "Default" appearing in such clause (b) were instead the term "Event of Default" and (B) the representation contained in the last sentence of Section 4.12 of the Amended and Restated Credit Agreement shall when remade pursuant to this Section in connection with such Loan be deemed to exclude the words "Default or", (iii) the representation contained in the first sentence of Section 4.12 of the Amended and Restated Credit Agreement shall when remade pursuant to this Section in connection with such Loan be deemed to refer to "Restricted Subsidiaries" instead of "Subsidiaries", (iv) any representation and warranty contained in Article IV of the Amended and Restated Credit Agreement which by its terms is made as to matters as of a specified date shall when remade pursuant to this Section in connection with such Borrowing be deemed to be made as to matters as of such specified date and not any later date, neither and (v) the Originator nor representation contained in Section 4.04(b) of the Amended and Restated Credit Agreement shall when remade pursuant to this Section in connection with such Loan be deemed to refer to the last day of the fiscal quarter of the Borrower most recently ended prior to the date of such Loan as to which the Borrower shall have reason delivered financial statements to believe that its insolvency is imminent; (d) on and as of such date, after giving effect the Bank pursuant to such Borrowing, the Availability shall exceed zero; (e) the Originator shall have taken any action reasonably requested by the Agent or the Borrower required to maintain or evidence the ownership interest Section 5.01 of the Borrower in the Purchased Assets Amended and the security interest of the Agent in the CollateralRestated Credit Agreement.; (f) the Originator shall have deposited, or caused to be deposited, in the Cash Management Account all Collections received with respect to each of the Loans Transferred on and after its applicable Transfer Date; (g) each of the representations and warranties made by the Originator contained in Section 3.03 with respect to the Loans on the Closing Date shall be true and correct as of the applicable Borrowing Date (in the case of a Borrowing other than on the Closing Date, with the same effect as if then made) and each of the Borrower and the Originator shall have performed all obligations to be performed by it under the Loan Documents on or prior to such Borrowing Date; and (h) it shall be a condition to the initial Borrowing that the Servicer shall have delivered the form of Servicer Report, to be attached hereto as Exhibit A, to the Backup Servicer and the Agent.

CONDITIONS TO BORROWINGS. On The availability of the Closing Date Term Loans under the Exit Credit Agreement will be subject solely to satisfaction (or waiver) of the following conditions (the date on which such conditions are satisfied (or waived) being the “Effective Date”): · execution and on any Business Day prior delivery of the Definitive Documentation to be delivered at closing; · delivery of promissory notes to the Maturity Lenders, if requested at least two (2) Business Days before the Effective Date, the Borrower may request a Borrowing from the Lender Group in accordance with ; · delivery of board resolutions and organizational documents of the Loan Agreement. Any Borrowing Parties; · delivery of incumbency/specimen signature certificate of the Loan Parties; · delivery of customary legal opinions by counsel to the Borrowers; · there shall not have occurred since the Petition Date any event or condition that has had or would be reasonably expected, either individually or in the aggregate, to have a Material Adverse Effect (including any Borrowing made for purposes of this condition, defined in a manner based on the Closing Date) shall be subject to the following conditions: Prepetition Term Loan Credit Agreement but including a proviso stating that in determining whether a “Material Adverse Effect” has occurred or exists under clause (a) thereof, the Servicer impacts of the chapter 11 cases and of COVID-19 on the assets, business, financial condition or results of operations on the Loan Parties or any of their respective Subsidiaries will be disregarded (provided that this exception shall not apply to the extent that it is materially disproportionately adverse to the Parent Borrower and its Restricted Subsidiaries, taken as a whole, as compared to other companies in the same industry in which the Parent Borrower and its Restricted Subsidiaries operate)); · the Administrative Agent shall have received a certificate (in substantially the same form as the corresponding certificate delivered to in connection with the Agent (with a copy to the Collateral Custodian, if one has been appointed, and to the Backup ServicerPrepetition Term Loan Credit Agreement) on behalf of the Borrower chief financial officer (or financial officer in a Borrowing Base Certificate; (bsimilar role) all applicable conditions precedent to the Lender Group’s advance of the Borrowing under Sections 3.01Parent Borrower, 3.02stating that it and its subsidiaries, and 3.03 taken as a whole, as of the Loan Agreement shall have been fulfilled as of such Borrowing Effective Date. (c) as of such date, neither the Originator nor the Borrower shall have reason to believe that its insolvency is imminent; (d) on and as of such dateare solvent, in each case, after giving effect to such Borrowingthe consummation of the Plan; · all fees due to the Administrative Agent, Collateral Agent and Lenders including advisors to the Availability shall exceed zero; (e) the Originator Consenting Stakeholders, ▇▇▇▇▇▇▇▇▇ & Co. and Milbank LLP, shall have taken any action reasonably requested by the Agent been paid (or the Borrower required to maintain or evidence the ownership interest of the Borrower in the Purchased Assets and the security interest of the Agent in the Collateral.; (f) the Originator shall have deposited, or been caused to be depositedpaid), and all expenses to be paid or reimbursed to the Administrative Agent, Collateral Agent and Lenders that have been invoiced at least three (3) Business Days prior to the Effective Date shall have been paid (or shall have been caused to be paid); · the Loan Parties shall have provided the documentation and other information to the Administrative Agent that are required by regulatory authorities under applicable “know-your-customer” rules and regulations, including the Patriot Act, at least three (3) Business Days prior to the Effective Date (or such later date agreed to by the Administrative Agent) to the extent requested ten (10) days prior to the Effective Date; · the Bankruptcy Court shall have entered (A) the Confirmation Order and (B) one or more orders authorizing and approving the extensions of credit in respect of the Exit Credit Agreement, each in the amounts and on the terms set forth herein, and all transactions contemplated by the Exit Credit Agreement, and, in each case, such orders shall be in full force and effect and shall not have been stayed, reversed, vacated or otherwise modified; · the Cash Management Account all Collections received Collateral and Guarantee Requirement (excluding certain customary post-closing items to be mutually agreed) shall have been satisfied or waived and the Intercreditor Agreement and the Agreement Among Lenders shall have been executed and delivered and be in full force and effect; · the effective date under the Plan shall have occurred, or contemporaneous with respect to each the conversion of the Loans Transferred on DIP Term Facility to the Term Loan Facility shall occur, and after its applicable Transfer Date; all conditions precedent thereto as set forth therein shall have been satisfied or waived (gincluding (x) the issuance to (i) the holders of DIP Term Facility Claims of 44.9% of the New Common Stock, subject to dilution from the Management Incentive Plan and (ii) the holders of Term Loan Claims of 55.1% of New Common Stock (subject to reduction for New Common Stock distrusted in accordance with the following clause (y)) and (y) each holder of a Term Loan Claim that is a Required Consenting Stakeholder (including through any of its Related Parties) having received its pro rata share of an amount of New Common Stock equal to $7.5 million, in each case shall have occurred substantially contemporaneously with the closing of the representations and warranties made by the Originator contained in Section 3.03 with respect to the Loans on the Closing Date shall be true and correct as of the applicable Borrowing Date (in the case of a Borrowing other than on the Closing Date, with the same effect as if then made) and each of the Borrower and the Originator shall have performed all obligations to be performed by it under the Term Loan Documents on or prior to such Borrowing Date; and (h) it shall be a condition to the initial Borrowing that the Servicer shall have delivered the form of Servicer Report, to be attached hereto as Exhibit A, to the Backup Servicer and the Agent.Facility);

CONDITIONS TO BORROWINGS. On The availability of the Closing Date Term Loans under the Exit Credit Agreement will be subject solely to satisfaction (or waiver) of the following conditions (the date on which such conditions are satisfied (or waived) being the “Effective Date”): · execution and on any Business Day prior delivery of the Definitive Documentation to be delivered at closing; · delivery of promissory notes to the Maturity Lenders, if requested at least two (2) Business Days before the Effective Date, the Borrower may request a Borrowing from the Lender Group in accordance with ; · delivery of board resolutions and organizational documents of the Loan Agreement. Any Borrowing Parties; · delivery of incumbency/specimen signature certificate of the Loan Parties; · delivery of customary legal opinions by counsel to the Borrowers; · there shall not have occurred since the Petition Date any event or condition that has had or would be reasonably expected, either individually or in the aggregate, to have a Material Adverse Effect (including any Borrowing made for purposes of this condition, defined in a manner based on the Closing Date) shall be subject to the following conditions: Prepetition Term Loan Credit Agreement but including a proviso stating that in determining whether a “Material Adverse Effect” has occurred or exists under clause (a) thereof, the Servicer impacts of the chapter 11 cases and of COVID-19 on the assets, business, financial condition or results of operations on the Loan Parties or any of their respective Subsidiaries will be disregarded (provided that this exception shall not apply to the extent that it is materially disproportionately adverse to the Parent Borrower and its Restricted Subsidiaries, taken as a whole, as compared to other companies in the same industry in which the Parent Borrower and its Restricted Subsidiaries operate)); · the Administrative Agent shall have received a certificate (in substantially the same form as the corresponding certificate delivered to in connection with the Agent (with a copy to the Collateral Custodian, if one has been appointed, and to the Backup ServicerPrepetition Term Loan Credit Agreement) on behalf of the Borrower chief financial officer (or financial officer in a Borrowing Base Certificate; (bsimilar role) all applicable conditions precedent to the Lender Group’s advance of the Borrowing under Sections 3.01Parent Borrower, 3.02stating that it and its subsidiaries, and 3.03 taken as a whole, as of the Loan Agreement shall have been fulfilled as of such Borrowing Effective Date. (c) as of such date, neither the Originator nor the Borrower shall have reason to believe that its insolvency is imminent; (d) on and as of such dateare solvent, in each case, after giving effect to such Borrowingthe consummation of the Plan; · all fees due to the Administrative Agent, Collateral Agent and Lenders including advisors to the Availability shall exceed zero; (e) the Originator Consenting Stakeholders, G▇▇▇▇▇▇▇▇ & Co. and Milbank LLP, shall have taken any action reasonably requested by the Agent been paid (or the Borrower required to maintain or evidence the ownership interest of the Borrower in the Purchased Assets and the security interest of the Agent in the Collateral.; (f) the Originator shall have deposited, or been caused to be depositedpaid), and all expenses to be paid or reimbursed to the Administrative Agent, Collateral Agent and Lenders that have been invoiced at least three (3) Business Days prior to the Effective Date shall have been paid (or shall have been caused to be paid); · the Loan Parties shall have provided the documentation and other information to the Administrative Agent that are required by regulatory authorities under applicable “know-your-customer” rules and regulations, including the Patriot Act, at least three (3) Business Days prior to the Effective Date (or such later date agreed to by the Administrative Agent) to the extent requested ten (10) days prior to the Effective Date; · the Bankruptcy Court shall have entered (A) the Confirmation Order and (B) one or more orders authorizing and approving the extensions of credit in respect of the Exit Credit Agreement, each in the amounts and on the terms set forth herein, and all transactions contemplated by the Exit Credit Agreement, and, in each case, such orders shall be in full force and effect and shall not have been stayed, reversed, vacated or otherwise modified; · the Cash Management Account all Collections received Collateral and Guarantee Requirement (excluding certain customary post-closing items to be mutually agreed) shall have been satisfied or waived and the Intercreditor Agreement and the Agreement Among Lenders shall have been executed and delivered and be in full force and effect; · the effective date under the Plan shall have occurred, or contemporaneous with respect to each the conversion of the Loans Transferred on DIP Term Facility to the Term Loan Facility shall occur, and after its applicable Transfer Date; all conditions precedent thereto as set forth therein shall have been satisfied or waived (gincluding (x) the issuance to (i) the holders of DIP Term Facility Claims of 44.9% of the New Common Stock, subject to dilution from the Management Incentive Plan and (ii) the holders of Term Loan Claims of 55.1% of New Common Stock (subject to reduction for New Common Stock distrusted in accordance with the following clause (y)) and (y) each holder of a Term Loan Claim that is a Required Consenting Stakeholder (including through any of its Related Parties) having received its pro rata share of an amount of New Common Stock equal to $7.5 million, in each case shall have occurred substantially contemporaneously with the closing of the representations and warranties made by the Originator contained in Section 3.03 with respect to the Loans on the Closing Date shall be true and correct as of the applicable Borrowing Date (in the case of a Borrowing other than on the Closing Date, with the same effect as if then made) and each of the Borrower and the Originator shall have performed all obligations to be performed by it under the Term Loan Documents on or prior to such Borrowing Date; and (h) it shall be a condition to the initial Borrowing that the Servicer shall have delivered the form of Servicer Report, to be attached hereto as Exhibit A, to the Backup Servicer and the Agent.Facility);

CONDITIONS TO BORROWINGS. On The availability of the Closing Date Term Loans under the Exit Credit Agreement will be subject solely to satisfaction (or waiver) of the following conditions (the date on which such conditions are satisfied (or waived) being the “Effective Date”): · execution and on any Business Day prior delivery of the Definitive Documentation to be delivered at closing; · delivery of promissory notes to the Maturity Lenders, if requested at least two (2) Business Days before the Effective Date, the Borrower may request a Borrowing from the Lender Group in accordance with ; · delivery of board resolutions and organizational documents of the Loan Agreement. Any Borrowing Parties; · delivery of incumbency/specimen signature certificate of the Loan Parties; · delivery of customary legal opinions by counsel to the Borrowers; · there shall not have occurred since the Petition Date any event or condition that has had or would be reasonably expected, either individually or in the aggregate, to have a Material Adverse Effect (including any Borrowing made for purposes of this condition, defined in a manner based on the Closing Date) shall be subject to the following conditions: Prepetition Term Loan Credit Agreement but including a proviso stating that in determining whether a “Material Adverse Effect” has occurred or exists under clause (a) thereof, the Servicer impacts of the chapter 11 cases and of COVID-19 on the assets, business, financial condition or results of operations on the Loan Parties or any of their respective Subsidiaries will be disregarded (provided that this exception shall not apply to the extent that it is materially disproportionately adverse to the Parent Borrower and its Restricted Subsidiaries, taken as a whole, as compared to other companies in the same industry in which the Parent Borrower and its Restricted Subsidiaries operate)); · the Administrative Agent shall have received a certificate (in substantially the same form as the corresponding certificate delivered to in connection with the Agent (with a copy to the Collateral Custodian, if one has been appointed, and to the Backup ServicerPrepetition Term Loan Credit Agreement) on behalf of the Borrower chief financial officer (or financial officer in a Borrowing Base Certificate; (bsimilar role) all applicable conditions precedent to the Lender Group’s advance of the Borrowing under Sections 3.01Parent Borrower, 3.02stating that it and its subsidiaries, and 3.03 taken as a whole, as of the Loan Agreement shall have been fulfilled as of such Borrowing Effective Date. (c) as of such date, neither the Originator nor the Borrower shall have reason to believe that its insolvency is imminent; (d) on and as of such dateare solvent, in each case, after giving effect to such Borrowingthe consummation of the Plan; · all fees due to the Administrative Agent, Collateral Agent and Lenders including advisors to the Availability shall exceed zero; (e) the Originator Consenting Stakeholders, G▇▇▇▇▇▇▇▇ & Co. and Milbank LLP, shall have taken any action reasonably requested by the Agent been paid (or the Borrower required to maintain or evidence the ownership interest of the Borrower in the Purchased Assets and the security interest of the Agent in the Collateral.; (f) the Originator shall have deposited, or been caused to be depositedpaid), and all expenses to be paid or reimbursed to the Administrative Agent, Collateral Agent and Lenders that have been invoiced at least three (3) Business Days prior to the Effective Date shall have been paid (or shall have been caused to be paid); · the Loan Parties shall have provided the documentation and other information to the Administrative Agent that are required by regulatory authorities under applicable “know-your-customer” rules and regulations, including the Patriot Act, at least three (3) Business Days prior to the Effective Date (or such later date agreed to by the Administrative Agent) to the extent requested ten (10) days prior to the Effective Date; · the Bankruptcy Court shall have entered (A) the Confirmation Order and (B) one or more orders authorizing and approving the extensions of credit in respect of the Exit Credit Agreement, each in the amounts and on the terms set forth herein, and all transactions contemplated by the Exit Credit Agreement, and, in each case, such orders shall be in full force and effect and shall not have been stayed, reversed, vacated or otherwise modified; · the Cash Management Account all Collections received Collateral and Guarantee Requirement (excluding certain customary post-closing items to be mutually agreed) shall have been satisfied or waived and the Intercreditor Agreement and the Agreement Among Lenders shall have been executed and delivered and be in full force and effect; · the effective date under the Plan shall have occurred, or contemporaneous with respect to each the conversion of the Loans Transferred on DIP Term Facility to the Term Loan Facility shall occur, and after its applicable Transfer Date; all conditions precedent thereto as set forth therein shall have been satisfied or waived (gincluding (x) the issuance to (i) the holders of DIP Term Facility Claims of 44.9% of the New Common Stock, subject to dilution from the Management Incentive Plan and (ii) the holders of Term Loan Claims of 55.1% of New Common Stock (subject to reduction for New Common Stock distrusted in accordance with the following clause (y)) and (y) each holder of a Term Loan Claim that is a Required Consenting Stakeholder (including through any of its Related Parties) having received its pro rata share of an amount of New Common Stock equal to $7.5 million, in each case shall have occurred substantially contemporaneously with the closing of the representations Term Loan Facility); · the Pre-Petition ABL Credit Agreement shall have been replaced with a new credit agreement providing asset-based lending facilities for working capital and warranties made by other general corporate purposes of the Originator contained in Section 3.03 with respect Borrowers and its subsidiaries on terms and conditions reasonably acceptable to the Loans on Required Consenting Stakeholders (any such credit agreement, the Closing Date shall be true “Exit ABL Credit Agreement”, and correct the facility in place as of the applicable Borrowing Effective Date (in under either the case of a Borrowing other than on Pre-Petition ABL Credit Agreement or the Closing DateABL Credit Agreement, with the same effect as if then made) and each of the Borrower and the Originator shall have performed all obligations to be performed by it under the Loan Documents on or prior to such Borrowing Date; and (h) it shall be a condition to the initial Borrowing that the Servicer shall have delivered the form of Servicer Report, to be attached hereto as Exhibit A, to the Backup Servicer and the Agent.“Exit ABL Facility”);