Common use of Conditions to Each Advance Clause in Contracts

Conditions to Each Advance. Notwithstanding any other provision of this Agreement and without affecting in any manner the rights of the Lenders hereunder, the Lenders shall not be obligated to make any Advances (including the initial Advance) unless at the time of the Advance, all of the following conditions shall, in each Lender’s sole determination, be satisfied: (a) All of the representations and warranties of the Borrowers in all of the Loan Documents shall be true and correct on and as of the date of such Advance as though they were made on and as of such date and the Borrowers shall have performed all of their obligations contained in the Loan Documents required to be performed as of such date; (b) The making of the Advance will not cause or constitute an Event of Default or Pre-Default Event; (c) There shall have been no material adverse change in the financial condition of DTCG; (d) No claim has been asserted or proceeding commenced challenging this Agreement or Lenders’ rights under this Agreement, and no claim has been asserted which if true would be a breach of a representation and warranty in the Loan Documents; (e) No Event of Default shall have occurred and still be in existence, and no Pre-Default Event shall have occurred and still be in existence; (f) Lenders have a first priority perfected security interest in the Collateral. None of the Collateral is subject to any Lien, except for Permitted Liens; (g) The Inventory Advance Value Certificate and all other reports delivered by the Borrowers and the Borrowers’ records of operations have been satisfactory to the Lenders; (h) The Borrowers shall have provided such additional information and documents as the Lenders may reasonably request; and (i) The aggregate outstanding principal amount of the Advances shall not exceed the Inventory Advance Value.

Conditions to Each Advance. Notwithstanding any other provision of this Agreement and without affecting in any manner the rights of the Lenders hereunder, the Lenders It shall not be obligated a further condition to make any Advances (including the initial Advance) unless at the time of the Advance, Advance and each subsequent Advance that all of the following conditions shall, in statements shall be true on the date of each Lender’s sole determination, be satisfiedsuch Advance: (a) All of the representations and warranties of the Borrowers Borrower contained herein or in all any of the Loan Documents shall be true and correct on and as of the date of such Advance as though they were made on and as of such date, except to the extent that any such representations of warranty expressly relates to an earlier date and for changes therein permitted or contemplated by this Agreement or the Borrowers shall have performed all of their obligations contained in the other Loan Documents required to be performed as of such date;Documents. (b) The making No event shall have occurred and be continuing, or would result from such Advance, which constitutes an Event of the Advance will not cause Default or would constitute an Event of Default but for the requirement that notice be given or Pre-Default Event;time elapse or both. (c) There No Liens shall have been no material adverse change in filed or recorded against any of the financial condition of DTCG;Collateral, other than the Liens arising hereunder. (d) No claim has been asserted order, judgment or proceeding commenced challenging this Agreement decree of any court, arbitration or Lenders’ rights under this Agreement, and no claim has been asserted which if true would be a breach of a representation and warranty in the Loan Documents;governmental authority shall purport to enjoin or restrain Lender from making any further Advances to Borrower. (e) No Event The Borrower shall provide the Bank with all the original documentation concerning the leases financed by the Bank. Such documentation shall be kept in the Bank's vault throughout the term of Default the lease contract and shall have occurred be returned to the Borrower upon the full payment of each individual lease and/or the Note. These items shall include, but not be limited to the following: (1) An invoice executed by the lessee of the equipment and still be in existence, and no Pre-Default Event shall have occurred and still be in existencethe Borrower; (f2) Lenders have a first priority perfected security interest in A statement executed by each lessee of equipment stating that the Collateral. None of equipment has been received and installed with the Collateral is subject to any Lien, except for Permitted Liens; (g) The Inventory Advance Value Certificate and all other reports delivered by the Borrowers and the Borrowers’ records of operations have been satisfactory lessee to the Lenders; lessee's satisfaction; (h3) The Borrowers shall have provided such Certificate of insurance on each leased equipment naming the Borrower as loss/payee and as additional information and documents as the Lenders may reasonably requestinsured; and (i) The aggregate outstanding principal amount of the Advances shall not exceed the Inventory Advance Value.

Conditions to Each Advance. Notwithstanding any other provision The obligations of this Agreement and without affecting in any manner the rights of the Lenders hereunder, the Lenders shall not be obligated Lender to make any Advances (including Advance or Term Loan Advance, including, without limitation, the initial Advance) unless at the time of the Term Loan Advance, all (or otherwise extend credit hereunder) are subject to the satisfaction, each in the Permitted Discretion of Lender, of the following additional conditions shall, in each Lender’s sole determination, be satisfiedprecedent: (a) All Borrower shall have delivered to Lender a Revolving Facility Borrowing Certificate or a Term Loan Borrowing Certificate for the Advance or the Term Loan Advance, as applicable, executed by an authorized officer of Borrower, which shall constitute a representation and warranty by Borrower as of the representations Borrowing Date of such Advance or Term Loan Advance, as applicable, that the conditions contained in this Section 6.2 have been satisfied; (b) each of the representation and warranties of made by Loan Parties in or pursuant to this Agreement, or under the Borrowers in all of the other Loan Documents or which are contained in any certificate, document or financial or other statement furnished in connection herewith, shall be true and correct on in all material respects, before and after giving effect to such Advance or Term Loan Advance, as applicable; provided, however, that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such referenced date; provided, further, that Borrower may update or supplement information in the Perfection Certificate or the Schedules hereto after the Effective Date to the extent necessary to make such representations and warranties true and correct in all material respects as of the date of such Advance or Term Loan Advance, as though they were made on and as of such date and the Borrowers shall have performed all of their obligations contained in the Loan Documents required to be performed as of such date; (b) The making of the Advance will not cause or constitute an Event of Default or Pre-Default Eventapplicable; (c) There shall have been no material adverse change in the financial condition of DTCG; (d) No claim has been asserted Default or proceeding commenced challenging this Agreement or Lenders’ rights under this Agreement, and no claim has been asserted which if true would be a breach of a representation and warranty in the Loan Documents; (e) No Event of Default shall have occurred and still or be in existencecontinuing or would exist after giving effect to the Advance or the Term Loan Advance, and no Pre-Default Event shall have occurred and still be in existenceas applicable, on the Borrowing Date; (fd) Lenders have a first priority perfected security interest in the Collateral. None of the Collateral is subject to any Lien, except for Permitted Liens; (g) The Inventory Advance Value Certificate and all other reports delivered by the Borrowers and the Borrowers’ records of operations have been satisfactory immediately after giving effect to the Lenders; (h) The Borrowers shall have provided such additional information and documents requested Advance or Term Loan Advance, as the Lenders may reasonably request; and applicable, (i) The the aggregate outstanding principal amount of Advances under the Advances Revolving Facility shall not exceed the Inventory Facility Cap and (ii) the aggregate outstanding principal amount of Term Loan Advances under the Term Loan shall not exceed the Term Loan Commitment; (e) at the time of making such requested Advance Valueor Term Loan Advance, as applicable, no Material Adverse Effect has occurred (that has not been cured prior to such date) or is continuing; and (f) Lender shall have received all fees, charges and expenses payable to Lender on or prior to such date pursuant to the Loan Documents.

Conditions to Each Advance. Notwithstanding any other provision of this Agreement and without affecting in any manner the rights of the Lenders Lender hereunder, the Lenders Lender shall not be obligated to make any Advances (including the initial Advance) unless at the time of the Advance, all of the following conditions shall, in each Lender’s 's sole determination, be satisfied: (aA) All of the representations and warranties of the Borrowers Borrower in all of the Loan Documents shall be true and correct on and as of the date of such Advance as though they were made on and as of such date and the Borrowers Borrower shall have performed all of their its obligations contained in the Loan Documents required to be performed as of such date; (bB) The making of the Advance will not cause or constitute an Event of Default or Pre-Default Event; (cC) There shall have been no material adverse change in the financial condition of DTCGBorrower; (dD) No claim has been asserted or proceeding commenced challenging this Agreement or Lenders’ Lender's rights under this Agreement, and no claim has been asserted which if true would be a breach of a representation and warranty in the Loan Documents; (eE) No Event of Default shall have occurred and still be in existenceoccurred, and no Pre-Default Event shall have occurred and still be in existence; (fF) Lenders have Lender has a first priority perfected security interest in the Collateral. None Inventory and Motor Vehicles and has a perfected security interest in the Collateral except to the extent otherwise allowed by this Agreement or Lender in writing; (G) Lender's most recent inspection of the Collateral is subject to any Lien, except for Permitted Liens; (g) The Inventory Advance Value Certificate and all other reports delivered by the Borrowers and the Borrowers’ or Borrower's records of or operations have has been satisfactory to the Lenders;Lender; and (hH) The Borrowers Borrower shall have provided such additional information and documents as the Lenders Lender may reasonably request; and (i) The aggregate outstanding principal amount of the Advances shall not exceed the Inventory Advance Value.

Conditions to Each Advance. Notwithstanding any other provision The obligations of this Agreement and without affecting in any manner the rights of the Lenders hereunder, the Lenders shall not be obligated to make any Advances Advance under the Revolving Facility (including including, without limitation, the initial Initial Advance) unless at are subject to the time satisfaction, in the sole judgment of the AdvanceAgent, all of the following additional conditions shall, in each Lender’s sole determination, be satisfiedprecedent: (a) All Borrowers shall have delivered to Agent a Borrowing Certificate for the Advance, in each case with necessary supporting documentation and executed by an authorized officer of Borrowers, which shall constitute a representation and warranty by Borrowers as of the Borrowing Date that the conditions contained in this Section 4.2 and in Section 4.1 have been satisfied; provided, however, that any determination as to whether to fund Advances or extensions of credit shall be made by Agent in its Permitted Discretion; (b) each of the representations and warranties of the made by Borrowers and Guarantors, if any, in all of or pursuant to the Loan Documents shall be true accurate in all material respects before and correct on after giving effect to funding or making such Advance (except for those representations and warranties made as of the date of such Advance as though they were made on a specific date) and as of such date Borrowers and the Borrowers each Guarantor, if any, shall have performed be in compliance with all of their covenants, agreements and obligations contained in under the Loan Documents required to be performed as of such date; (b) The making of the Advance will not cause or constitute an Event of Default or Pre-Default Event; (c) There shall have been no material adverse change in the financial condition of DTCG; (d) No claim has been asserted or proceeding commenced challenging this Agreement or Lenders’ rights under this AgreementDocuments, and no claim has been asserted which if true would be a breach of a representation and warranty in the Loan Documents; (e) No Default or Event of Default shall have occurred and still or be in existence, and no Pre-Default Event shall have occurred and still be in existencecontinuing or would exist after giving effect to the requested Advance on such date; (fc) Lenders have a first priority perfected security interest in the Collateral. None of the Collateral is subject to any Lien, except for Permitted Liens; (g) The Inventory Advance Value Certificate and all other reports delivered by the Borrowers and the Borrowers’ records of operations have been satisfactory immediately after giving effect to the Lenders; (h) The Borrowers shall have provided such additional information and documents as requested Advance, the Lenders may reasonably request; and (i) The aggregate outstanding principal amount of Advances under the Advances Revolving Facility shall not exceed the Inventory Advance Valuelesser of the Availability and the Facility Cap in existence as of such Borrowing Date; (d) Agent shall have received all fees, charges and expenses payable to Agent and/or Lenders on or prior to such date pursuant to the Loan Documents; and (e) there shall not have occurred any Material Adverse Change or Material Adverse Effect, nor shall there be any liabilities or obligations with respect to Borrower of any nature whatsoever which, either individually or in the aggregate, would reasonably be likely to have or result in a Material Adverse Effect.

Conditions to Each Advance. Notwithstanding any other provision of this Agreement and without affecting in any manner the rights of the Lenders hereunderAs conditions precedent to each Advance, the Lenders shall not be obligated to make any Advances (including the initial Advance) unless at the time of the first Advance, in addition to all of other requirements herein, Borrower must satisfy the following conditions shallrequirements and, in each if required by Lender’s sole determination, be satisfieddeliver to Lender evidence of such satisfaction: (a) All conditions precedent to the first Advance or stated elsewhere herein shall have been satisfied. (b) There shall then exist no Default nor shall there have occurred any event which with the giving of notice or the lapse of time, or both, could become a Default. (c) The representations and warranties of the Borrowers made in all of the Loan Documents this Agreement shall be true and correct on and as of the date of such Advance as though they were made on and as of such date each Advance, and the Borrowers request for an Advance shall have performed all of their obligations contained in constitute CONSTRUCTION LOAN AGREEMENT PAGE 6 --------------------------- Exhibit 99.1 the Loan Documents required to be performed as of representation and warranty by Borrower that such date; (b) The making of the Advance will not cause or constitute an Event of Default or Pre-Default Event; (c) There shall have been no material adverse change in the financial condition of DTCG;representations and warranties are true and correct at such time. (d) No claim has been asserted or proceeding commenced challenging this Agreement or Lenders’ rights under this AgreementThe Title Policy shall be endorsed and extended, and if required by Lender, to cover each Advance with no claim has been asserted which if true would be a breach of a representation and warranty in the Loan Documents;additional title exceptions objectionable to Lender. (e) No Event Borrower shall procure and deliver to Lender, if required by Lender, releases or waivers of Default shall mechanic's liens and receipted bills showing payment of all amounts due to all parties who have occurred and still be furnished materials or services or performed labor of any kind in existence, and no Pre-Default Event shall have occurred and still be in existence;connection with the construction of any of the Improvements or otherwise with respect to the Property. (f) Lenders have a first priority perfected security interest in An inspection of and acceptable report on the Collateral. None of the Collateral is subject to any LienImprovements by Inspecting Architects/Engineers, except for Permitted Liens;at Borrower's sole cost and expense. (g) The Inventory Advance Value Certificate and all other reports delivered by sum of the Borrowers and Principal Debt plus the Borrowers’ records of operations have been satisfactory to the Lenders; (h) The Borrowers shall have provided such additional information and documents as the Lenders may reasonably request; and (i) The aggregate outstanding principal amount of the Advances requested Advance shall not exceed be in excess of the Inventory Advance Valueamount then available under SECTION 2.01.

Conditions to Each Advance. Notwithstanding any other provision of this Agreement and without affecting in any manner the rights The obligation of the Lenders hereunder, the Lenders shall not be obligated Note Purchaser to make fund any Advances Advance on any day (including the initial Initial Advance) unless at shall be subject to the time conditions precedent that on the date of the such Advance, all before and after giving effect thereto and to the application of any proceeds therefrom, the following conditions shall, in each Lender’s sole determination, statements shall be satisfiedtrue: (a) All no Funding Termination Event shall have occurred and be continuing; (b) the Facility Termination Date shall not have occurred and will not occur as a result of making such Advance and no default under or breach of the Sale and Servicing Agreement or any other Basic Document exists or will exist; (c) no later than four (4) Business Days prior to the requested Funding Date, the Note Purchaser shall have received a properly completed Borrowing Base Certificate from the Servicer in the form of EXHIBIT A hereto; (d) no later than four (4) Business Days prior to the requested Funding Date, the Note Purchaser shall have received a properly completed and executed Advance Request, together with timely receipt of each other item required pursuant to SECTION 2.03 hereof; (e) the Servicer shall have delivered to the Note Purchaser the Servicer's Certificate for the immediately preceding Accrual Period pursuant to Section 4.9 of the Sale and Servicing Agreement; (f) such Advance is in an amount not less than $2,000,000; (g) such Advance shall not be made in the same calendar week as any prior Advance; (h) after giving effect to such Advance, the Invested Amount of the Notes will not exceed the Maximum Invested Amount; (i) the representations and warranties of made by the Borrowers Servicer, the Seller, the Purchaser and the Issuer in all of the Loan Basic Documents shall be are true and correct on and as of the date of such Advance requested Advance, with the same effect as though they were made on and as the date of such date Advance, and the Borrowers Note Purchaser shall have performed received (I) a certificate from the Servicer and the Seller to such effect with respect to its representations and warranties and that the Servicer and the Seller have complied in all of material respects with all agreement and satisfied all conditions on their obligations contained in the Loan Documents required part to be performed as of or satisfied at or prior to the related Funding Date, and (II) a certificate from the Issuer and the Purchaser to such dateeffect with respect to its representations and warranties and that the Issuer and the Purchaser have complied in all material respects with all agreement and satisfied all conditions on their part to be performed or satisfied at or prior to the related Funding Date, which certifications, in each case, may be included in the related Advance Request; (bj) The making the Trustee shall (in accordance with the procedures contemplated in SECTION 3.4 of the Advance will not cause Sale and Servicing Agreement) have confirmed receipt of the related Receivable File for each Eligible Receivable included in the Borrowing Base calculation and shall have delivered to the Note Purchaser, with a copy to the Noteholders, (1) a Trust Receipt with respect to the Receivable Files related to the Related Receivables to be purchased on such Funding Date, or constitute (2) if requested by the Note Purchaser, an Event aggregate Trust Receipt with respect to the Receivable Files for all of Default or Pre-Default Eventthe Receivables; (ck) There after giving effect to such Advance, there shall be no Borrowing Base Deficiency; (l) all limitations and conditions specified in SECTION 2.02 of this Agreement and in SECTION 2.1(B) of the Sale and Servicing Agreement shall have been satisfied with respect to the making of such Advance; (m) after giving effect to such Advance, no Material Adverse Change with respect to CPS or the Issuer shall have occurred and there shall have been no material adverse change in the financial condition of DTCGMaterial Adverse Effect; (dn) No claim has been asserted or proceeding commenced challenging neither the Issuer nor the Servicer shall have breached any of its covenants under the Basic Documents in any material respect; (o) the Issuer shall have provided the Note Purchaser with all other information that the Note Purchaser may reasonably require, if the Note Purchaser shall have given the Issuer reasonable advance notice of such requirements; (p) all amounts due and owing to the Note Purchaser under this Agreement or Lenders’ rights under this Agreement, and no claim has any of the other Basic Documents shall have been asserted which if true would be a breach of a representation and warranty paid in the Loan Documentsfull; (eq) No after giving effect to such Advance and the application of proceeds therefrom, no Default or Event of Default shall have occurred and still be in existence, continuing on and no Pre-Default Event shall have occurred and still be in existence; (f) Lenders have a first priority perfected security interest in the Collateral. None as of the Collateral is subject to any Lien, except for Permitted Liens; (g) The Inventory Advance Value Certificate and all other reports delivered by the Borrowers and the Borrowers’ records of operations have been satisfactory to the Lenders; (h) The Borrowers shall have provided such additional information and documents as the Lenders may reasonably requestrequested Funding Date; and (ir) The aggregate outstanding principal amount on and as of the Advances requested Funding Date, each of the representations and warranties set forth in Section 3.1 of the Sale and Servicing Agreement is true and correct for all Related Receivables being pledged by the Issuer to the Trustee for the benefit of the Noteholders and the Note Purchaser under the Indenture on such date and each Related Receivable is an Eligible Receivable. No such Related Receivable was originated in any jurisdiction in which the Seller is required to be licensed in order to own such Related Receivable unless the Seller has obtained such license prior to owning such Related Receivable. With respect to each such Related Receivable, the applicable Dealer has either been paid or received credit from Seller for all proceeds from the sale of such Related Receivable to the Seller. The giving of any notice pursuant to SECTION 2.03 shall not exceed constitute a representation and warranty by the Inventory Issuer and the Servicer that all conditions precedent to such Advance Valuehave been satisfied.

Conditions to Each Advance. Notwithstanding any other provision The obligations of this Agreement and without affecting in any manner the rights of the Lenders hereunder, the Lenders shall not be obligated Lender to make any Advances (including Advance are subject to the initial Advance) unless at satisfaction, in the time Permitted Discretion of the AdvanceLender, all of the following additional conditions shall, in each Lender’s sole determination, be satisfiedprecedent: (a) All Borrower shall have delivered to Lender a Borrowing Certificate for the Advance executed by an authorized officer of Borrower, which shall constitute a representation and warranty by Borrower as of the Borrowing Date of such Advance that the conditions contained in this Section 4.2 have been satisfied; provided, however, that any determination as to whether the conditions contained in this Section 4.2 and the other conditions set forth in this Agreement to Lender’s obligation to make Advances have been satisfied shall be made by Lender in its Permitted Discretion; (b) each of the representations and warranties of the Borrowers made by Borrower in all of the Loan Documents or pursuant to this Agreement shall be true accurate, before and correct on and as of the date of after giving effect to such Advance as though they were made on and as of such date and the Borrowers shall have performed all of their obligations contained in the Loan Documents required to be performed as of such date; (b) The making of the Advance will not cause or constitute an Event of Default or Pre-Default Event; (c) There shall have been no material adverse change in the financial condition of DTCG; (d) No claim has been asserted or proceeding commenced challenging this Agreement or Lenders’ rights under this AgreementAdvance, and no claim has been asserted which if true would be a breach of a representation and warranty in the Loan Documents; (e) No Default or Event of Default shall have occurred and still or be in existence, and no Pre-Default Event shall have occurred and still be in existencecontinuing or would exist after giving effect to the Advance under the Revolving Facility on such date; (fc) Lenders have a first priority perfected security interest in the Collateral. None of the Collateral is subject to any Lien, except for Permitted Liens; (g) The Inventory Advance Value Certificate and all other reports delivered by the Borrowers and the Borrowers’ records of operations have been satisfactory immediately after giving effect to the Lenders; (h) The Borrowers shall have provided such additional information and documents as requested Advance, the Lenders may reasonably request; and (i) The aggregate outstanding principal amount of Advances under the Advances Revolving Facility shall not exceed either the Inventory Advance ValueAvailability or the Facility Cap; (d) except as disclosed in the historical financial statements, there shall be no liabilities or obligations with respect to Borrower of any nature whatsoever which, either individually or in the aggregate, would reasonably be likely to have a Material Adverse Effect; and (e) Lender shall have received all fees, charges and expenses payable to Lender on or prior to such date pursuant to the Loan Documents.

Conditions to Each Advance. Notwithstanding any other provision The obligation of this Agreement and without affecting in any manner the rights of the Lenders hereunder, the Lenders shall not be obligated Bank to make any Advances (each Advance to be made by it, including the initial Advance) unless at , is subject to the time fulfillment of the Advance, all each of the following conditions shall, in each Lenderto Bank’s sole determination, be satisfiedsatisfaction: (a) All each of the representations Representations and warranties Warranties shall, in the determination of Bank in its reasonable discretion, be true and correct in all material respects at and as of the Borrowers in all time of such Advance, with and without giving effect to such Advance and to the application of the Loan Documents proceeds thereof, except those expressly stated to be made as of a particular date which shall be true and correct on and as of the date of such Advance as though they were made on and as of such date and the Borrowers shall have performed in all of their obligations contained in the Loan Documents required to be performed material respects as of such date; (b) The making of the Advance will not cause or constitute an Event of no Default or Pre-Default Event; (c) There shall have been no material adverse change in the financial condition of DTCG; (d) No claim has been asserted or proceeding commenced challenging this Agreement or Lenders’ rights under this Agreement, and no claim has been asserted which if true would be a breach of a representation and warranty in the Loan Documents; (e) No Event of Default shall have occurred and still be in existencecontinuing at the time of such Advance, with or without giving effect to such Advance and no Pre-Default Event to the application of the proceeds thereof; (c) receipt by Bank, within a reasonable time after Bank’s request, of such materials as may have been requested pursuant to §6 as, when and to the extent required to be delivered thereunder; (d) such Advance will not contravene any Applicable Law; (e) all legal matters incident to such Advance and the other transactions contemplated by this Agreement shall have occurred and still be in existencereasonably satisfactory to counsel for Bank; (f) Lenders no Federal tax liens or other Liens shall have a first priority perfected security interest in the Collateral. None been filed against any of the Collateral is subject to any Lien, except for Permitted LiensCovered Assets; (g) The Inventory Advance Value Certificate Borrower is Solvent and all other reports delivered by the Borrowers and the Borrowers’ records of operations have been satisfactory will be so after giving effect to the Lenders;such Advance; and (h) The Borrowers no limitation set forth in §2 will be exceeded after such Advance is made. Each Borrowing Notice shall have provided such additional information constitute a Representation and documents Warranty by Borrower, made as the Lenders may reasonably request; and (i) The aggregate outstanding principal amount of the Advances time of the making of the Advance requested by it, that the conditions specified in clauses (b) through (d) have been fulfilled as of such time, unless a notice to the contrary specifically captioned “Disclosure Statement” is received by Bank from Borrower prior to 12:00 noon (Miami time), on the Business Day preceding the date of the requested Advance. To the extent that Bank agrees to make any Advance after receipt of a Disclosure Statement in accordance with the preceding sentence, the Representations and Warranties pursuant to the preceding sentence shall not exceed be deemed made as modified by the Inventory contents of such statement and repeated at the time of the making of such Advance Valueas so modified.

Conditions to Each Advance. Notwithstanding any other provision The election of this Agreement Paradigm to fund, and without affecting in any manner the rights obligation of the Lenders hereunderCommitted Note Purchaser to fund, the Lenders shall not be obligated to make any Advances Advance on any day (including the initial Initial Advance) unless at shall be subject to the time conditions precedent that on the date of the Advance, all before and after giving effect thereto and to the application of any proceeds therefrom, the following conditions shall, in each Lender’s sole determination, statements shall be satisfiedtrue: (a) All of the representations and warranties of Facility Termination Date shall not have occurred; (b) the Borrowers in all of Agent shall have received the Loan Documents shall be true and correct on and as of Servicer's Certificate for the Accrual Period immediately preceding the date of such Advance as though they were made on and as of such date and the Borrowers shall have performed all of their obligations contained an executed advance request in the Loan Documents required form of EXHIBIT B-1 or EXHIBIT B-2 hereto (each such request, an "ADVANCE REQUEST") certifying as to be performed as of such date; (b) The making of the Advance will not cause or constitute an Event of Default or Pre-Default Eventcurrent Borrowing Base; (c) There shall have been no material adverse change such Advance is at least $5,000,000, in the financial condition case of DTCGthe Initial Advance, or $1,000,000, in the case of any other Advance; (d) No claim has been asserted or proceeding commenced challenging this Agreement or Lenders’ rights under this Agreement, and no claim has been asserted which if true would such Advance will not cause there to be more than two Advances in a breach of a representation and warranty in the Loan Documentscalendar week; (e) No Event after giving effect to such Advance, the Aggregate Principal Balance of Default shall have occurred and still Eligible Receivables will be in existence, and no Pre-Default Event shall have occurred and still be in existence$5,000,000 or more; (f) Lenders have a first priority perfected security interest in after giving effect to such Advance, the Collateral. None Invested Amount of the Collateral is subject to any Lien, except for Permitted LiensNote will not exceed the Maximum Invested Amount; (g) The Inventory Advance Value Certificate and all other reports delivered by the Borrowers and the Borrowers’ records no Funding Termination Event or Event of operations have been satisfactory to the LendersDefault has occurred or will occur as a result of making such Advance; (h) The Borrowers shall have provided such additional information the representations and documents as warranties made by the Lenders may reasonably request; andServicer and the Issuer are true and correct; (i) The aggregate outstanding principal amount the Agent and the Insurer shall have received a properly completed Borrowing Base Certificate in the form of EXHIBIT A hereto at least 3 Business Days prior to such Funding Date; (j) the Trustee shall (in accordance with the procedures contemplated in SECTION 3.4 of the Advances shall not exceed Sale and Servicing Agreement) have confirmed receipt of the Inventory Advance Value.related Receivable File for each Eligible Receivable included in the Borrowing Base calculation;

Conditions to Each Advance. Notwithstanding any other provision The election of this Agreement Paradigm to fund, and without affecting in any manner the rights obligation of the Lenders hereunderCommitted Note Purchaser to fund, the Lenders shall not be obligated to make any Advances Advance on any day (including the initial Initial Advance) unless at shall be subject to the time conditions precedent that on the date of the Advance, all before and after giving effect thereto and to the application of any proceeds therefrom, the following conditions shall, in each Lender’s sole determination, statements shall be satisfiedtrue: (a) All of the representations and warranties of Facility Termination Date shall not have occurred; (b) the Borrowers in all of Controlling Party shall have received the Loan Documents shall be true and correct on and as of Servicer's Certificate for the Accrual Period immediately preceding the date of such Advance and an executed advance request in the form of EXHIBIT B-1 or EXHIBIT B-2 hereto (each such request, an "ADVANCE REQUEST") certifying as though they were to the current Borrowing Base; (c) such Advance is at least $1,000,000; (d) such Advance will not cause there to be more than two Advances in a calendar week; (e) after giving effect to such Advance, the Aggregate Principal Balance of Eligible Receivables will be $5,000,000 or more; (f) after giving effect to such Advance, the Invested Amount of the Note will not exceed the Maximum Invested Amount; (g) no Funding Termination Event or Event of Default has occurred or will occur as a result of making such Advance; (h) the representations and warranties made on and as of such date by the Servicer and the Borrowers Issuer are true and correct; (i) the Controlling Party shall have performed all of their obligations contained received a properly completed Borrowing Base Certificate in the Loan Documents required form of EXHIBIT A hereto at least 3 Business Days prior to be performed as such Funding Date; (j) the Trustee shall (in accordance with the procedures contemplated in SECTION 3.4 of the Sale and Servicing Agreement) have confirmed receipt of the related Receivable File for each Eligible Receivable included in the Borrowing Base calculation; (k) the amount on deposit in the Reserve Account shall equal or exceed the Required Reserve Account Amount, taking into account the application of the proceeds of the proposed Advance on such date; (bl) The making Hedge Agreements are in full force and effect in accordance with SECTION 2.1(b)(xviii) of the Advance will not cause or constitute an Event of Default or Pre-Default EventSale and Servicing Agreement; (cm) There after giving effect to such Advance, the Borrowing Base Deficiency shall be equal to zero; (n) immediately prior to giving effect to such Advance, the Weighted Average Portfolio Spread shall not be less than 3.0%; and (o) all limitations specified in SECTION 2.02 of this Agreement and in SECTION 2.2 of the Sale and Servicing Agreement shall have been no material adverse change in satisfied with respect to the financial condition making of DTCG; (d) No claim has been asserted or proceeding commenced challenging this Agreement or Lenders’ rights under this Agreement, and no claim has been asserted which if true would be a breach such Advance. The giving of any notice pursuant to SECTION 2.03 shall constitute a representation and warranty in the Loan Documents; (e) No Event of Default shall have occurred and still be in existence, and no Pre-Default Event shall have occurred and still be in existence; (f) Lenders have a first priority perfected security interest in the Collateral. None of the Collateral is subject to any Lien, except for Permitted Liens; (g) The Inventory Advance Value Certificate and all other reports delivered by the Borrowers Issuer and the Borrowers’ records of operations Servicer that all conditions precedent to such Advance have been satisfactory to the Lenders; (h) The Borrowers shall have provided such additional information and documents as the Lenders may reasonably request; and (i) The aggregate outstanding principal amount of the Advances shall not exceed the Inventory Advance Valuesatisfied.

Conditions to Each Advance. Notwithstanding any other provision of this Agreement and without affecting in any manner the rights of the Lenders hereunder, the Lenders shall not be obligated to make any Advances (including the initial Advance) unless at the time of the Advance, all of the following conditions shall, in each Lender’s sole determination, be satisfied: (a) All of the representations and warranties of the Borrowers in all of the Loan Documents shall be true and correct on and as of the date of such Advance as though they were made on and as of such date and the Borrowers shall have performed all of their obligations contained in the Loan Documents required to be performed as of such date; (b) The making of the Advance will not cause or constitute an Event of Default or Pre-Default Event; (c) There shall have been no material adverse change in the financial condition of DTCG; (d) No claim has been asserted or proceeding commenced challenging this Agreement or Lenders’ rights under this Agreement, and no claim has been asserted which if true would be a breach of a representation and warranty in the Loan Documents; (e) No Event of Default shall have occurred and still be in existence, and no Pre-Default Event shall have occurred and still be in existence; (f) Lenders have a first priority perfected security interest in the Collateral. None , and none of the Collateral is subject to any Lien, except for Permitted LiensLiens and except, to the extent the Collateral is a Motor Vehicle and is not included as an Eligible Vehicle on an Inventory Advance Value Certificate, the Borrower’s title to any such Motor Vehicle may be subject to a Purchase Money Lien, not otherwise released within the time periods provided for in the definition of “Permitted Lien”; (g) The Inventory Advance Value Certificate and all other reports delivered by the Borrowers and the Borrowers’ records of operations have been delivered to Agent and are satisfactory to the Lenders; (h) The Borrowers shall have provided such additional information and documents as the Lenders may reasonably request; (i) No party (other than the Agent or a Lender) to any Intercreditor Agreement has disputed or contested the contractual subordination provision thereof in whole or in part or has otherwise breached its material obligations thereunder, and such dispute, contest or breach has not been waived, resolved or remedied within thirty (30) days after delivery of a notice from the Agent or a Lender to such other party; and (ij) The aggregate outstanding principal amount of the Advances shall not exceed the Inventory Advance Value.

Conditions to Each Advance. Notwithstanding any other provision of this Agreement and without affecting in any manner the rights The obligation of the Lenders hereunderNote Purchaser to fund, the Lenders shall not be obligated to make any Advances Advance on any day (including the initial Initial Advance) unless at shall be subject to the time conditions precedent that on the date of the Advance, all before and after giving effect thereto and to the application of any proceeds therefrom, the following conditions shall, in each Lender’s sole determination, statements shall be satisfiedtrue: (a) All the Facility Termination Date shall not have occurred or will not occur as a result of making such Advance and no breach of the Sale and Servicing Agreement exists or will exist; (b) no later than two (2) Business Days prior to the requested Funding Date, the Note Purchaser shall have received a properly completed Borrowing Base Certificate from the Servicer in the form of EXHIBIT A hereto; (c) no later than one (1) Business Day prior to the requested Funding Date, the Note Purchaser shall have received a properly completed and executed Advance Request pursuant to SECTION 2.03 hereof; (d) the Servicer shall have delivered to the Note Purchaser the Servicer's Certificate for the immediately preceding Accrual Period pursuant to Section 4.9 of the Sale and Servicing Agreement; (e) such Advance is in an amount not less than $2,000,000; (f) such Advance will not cause there to be more than two Advances in a calendar week; (g) after giving effect to such Advance, the Invested Amount of the Note will not exceed the Maximum Invested Amount; (h) the representations and warranties of made by the Borrowers Servicer and the Issuer in all of the Loan Basic Documents shall be are true and correct on and as of the date of such Advance requested Advance, with the same effect as though they were made on and as the date of such date Advance; (i) the Trustee shall (in accordance with the procedures contemplated in SECTION 3.4 of the Sale and Servicing Agreement) have confirmed receipt of the Borrowers related Receivable File for each Eligible Receivable included in the Borrowing Base calculation and shall have performed all delivered to the Noteholder a copy of their obligations contained a Trust Receipt with respect to the Receivable Files related to the Related Receivables to be purchased on such Funding Date; (j) the amount on deposit in the Loan Documents required to be performed as Reserve Account shall equal or exceed the Required Reserve Account Amount, taking into account the application of the proceeds of the proposed Advance on such date; (bk) The making of after giving effect to such Advance, the Advance will not cause or constitute an Event of Default or Pre-Default EventBorrowing Base Deficiency shall be equal to zero; (cl) There the Net Spread for the Eligible Receivables shall not be less than 9.0%; (m) the Issuer and the Hedge Counterparty shall have entered into a Hedge Agreement in connection with the payment of interest and fees under the Note, in form and substance reasonably satisfactory to the Note Purchaser, provided that the Rating Agency Condition shall have been no material adverse change in the financial condition of DTCG;satisfied with respect to any Hedge Agreements other than interest rate cap agreements; and (dn) No claim has been asserted or proceeding commenced challenging all limitations specified in SECTION 2.02 of this Agreement or Lenders’ rights under this Agreement, and no claim has in SECTION 2.1(b) of the Sale and Servicing Agreement shall have been asserted which if true would be a breach satisfied with respect to the making of such Advance. The giving of any notice pursuant to SECTION 2.03 shall constitute a representation and warranty in the Loan Documents; (e) No Event of Default shall have occurred and still be in existence, and no Pre-Default Event shall have occurred and still be in existence; (f) Lenders have a first priority perfected security interest in the Collateral. None of the Collateral is subject to any Lien, except for Permitted Liens; (g) The Inventory Advance Value Certificate and all other reports delivered by the Borrowers Issuer and the Borrowers’ records of operations Servicer that all conditions precedent to such Advance have been satisfactory to the Lenders; (h) The Borrowers shall have provided such additional information and documents as the Lenders may reasonably request; and (i) The aggregate outstanding principal amount of the Advances shall not exceed the Inventory Advance Valuesatisfied.

Conditions to Each Advance. Notwithstanding any other provision The obligation of this Agreement and without affecting in any manner the rights of the Lenders hereunder, the Lenders shall not be obligated each Lender to make any Advances (each Advance requested to be made by it, including the its initial Advance) unless at , is subject to the time determination of the Advancesuch Lender, all in its sole and absolute discretion, that each of the following conditions shall, in each Lender’s sole determination, be satisfiedhas been fulfilled: (a) All the Agent shall have received a Notice of Borrowing with respect to such Advance complying with the representations requirements of Section 2.2; (b) each representation and warranties of the Borrowers in all of the warranty made or deemed made under any Loan Documents Document shall be true and correct on at and as of the date of time such Advance as though they were made on and as of such date and the Borrowers shall have performed all of their obligations contained in the Loan Documents required is to be performed as of made, both with and without giving effect to such date; (b) The making Advance and all other Advances to be made at such time and to the application of the Advance will not cause or constitute an Event of Default or Pre-Default Eventproceeds thereof; (c) There no Default shall have been no material adverse change in occurred and be continuing at the financial condition time such Advance is to be made or would result from the making of DTCGsuch Advance and all other Advances to be made at such time or from the application of the proceeds thereof; (d) No claim has been asserted such Lender shall have received such information as it may have requested pursuant to Section 6.1(o); and (e) such Advance will not contravene any Applicable Law applicable to such Lender. Except to the extent that the Borrower shall have disclosed in the notice of borrowing, or proceeding commenced challenging this Agreement in a subsequent notice given to the Lenders prior to 5:00 p.m. on the Business Day before the requested date for the making of the requested Advances, that a condition specified in clause (b) or Lenders’ rights under this Agreement(c) above will not be fulfilled as of the requested time for the making of such Advances, and no claim has been asserted which if true would the Borrower shall be a breach of deemed to have made a representation and warranty in the Loan Documents; (e) No Event of Default shall have occurred and still be in existence, and no Pre-Default Event shall have occurred and still be in existence; (f) Lenders have a first priority perfected security interest in the Collateral. None as of the Collateral is subject to any Lien, except for Permitted Liens; (g) The Inventory Advance Value Certificate and all other reports delivered time of the making of such Advances that the conditions specified in such clauses have been fulfilled as of such time. No such disclosure by the Borrowers and the Borrowers’ records of operations have been satisfactory to the Lenders; Borrower that a condition specified in clause (hb) The Borrowers shall have provided such additional information and documents or (c) above will not be fulfilled as the Lenders may reasonably request; and (i) The aggregate outstanding principal amount of the requested time for the making of the requested Advances shall affect the right of each Lender to not exceed make the Inventory Advance ValueAdvances requested to be made by it if, in such ▇▇▇▇▇▇'s determination, such condition has not been fulfilled at such time.

Conditions to Each Advance. Notwithstanding any other provision The obligations of this Agreement and without affecting in any manner the rights of the Lenders hereunder, the Lenders shall not be obligated Lender to make any Advances (including Advance are subject to the initial Advance) unless at satisfaction, in the time Permitted Discretion of the AdvanceAgent, all of the following additional conditions shall, in each Lender’s sole determination, be satisfiedprecedent: (a) All Borrower shall have delivered to Agent a Borrowing Certificate for the Advance executed by an authorized officer of Borrower, which shall constitute a representation and warranty by Borrower as of the Borrowing Date of such Advance that the conditions contained in this Section 4.2 have been satisfied; provided, however, that any determination as to whether the conditions contained in this Section 4.2 and the other conditions set forth in this Agreement to Lender’s obligation to make Advances have been satisfied shall be made by Agent in its Permitted Discretion; (b) each of the representations and warranties of the Borrowers made by Borrower in all of the Loan Documents or pursuant to this Agreement shall be true accurate, before and correct on and as of the date of after giving effect to such Advance as though they were made on and as of such date and the Borrowers shall have performed all of their obligations contained in the Loan Documents required to be performed as of such date; (b) The making of the Advance will not cause or constitute an Event of Default or Pre-Default Event; (c) There shall have been no material adverse change in the financial condition of DTCG; (d) No claim has been asserted or proceeding commenced challenging this Agreement or Lenders’ rights under this AgreementAdvance, and no claim has been asserted which if true would be a breach of a representation and warranty in the Loan Documents; (e) No Default or Event of Default shall have occurred and still or be in existence, and no Pre-Default Event shall have occurred and still be in existencecontinuing or would exist after giving effect to the Advance under the Revolving Facility on such date; (fc) Lenders have a first priority perfected security interest in the Collateral. None of the Collateral is subject to any Lien, except for Permitted Liens; (g) The Inventory Advance Value Certificate and all other reports delivered by the Borrowers and the Borrowers’ records of operations have been satisfactory immediately after giving effect to the Lenders; (h) The Borrowers shall have provided such additional information and documents as requested Advance, the Lenders may reasonably request; and (i) The aggregate outstanding principal amount of Advances under the Advances Revolving Facility shall not exceed either the Inventory Advance ValueAvailability or the Facility Cap; (d) except as disclosed in the historical financial statements, there shall be no liabilities or obligations with respect to Borrower of any nature whatsoever which, either individually or in the aggregate, would reasonably be likely to have a Material Adverse Effect; and (e) Agent shall have received all fees, charges and expenses payable to Lender on or prior to such date pursuant to the Loan Documents.

Conditions to Each Advance. Notwithstanding any other provision of this Agreement and without affecting in any manner the rights The obligation of the Lenders hereunderNote Purchaser to fund any Advance on any day shall be subject to the conditions precedent that on the date of such Advance, before and after giving effect thereto and to the application of any proceeds therefrom, the Lenders following statements shall not be obligated to make any Advances (including the initial Advance) unless at the time of the Advance, all of the following conditions shall, in each Lender’s sole determination, be satisfiedtrue: (a) All no Funding Termination Event shall have occurred and be continuing; (b) the Facility Termination Date shall not have occurred and will not occur as a result of making such Advance and no default under or breach of the Sale and Servicing Agreement or any other Basic Document exists or will exist; (c) no later than one (1) Business Day prior to the requested Funding Date, the Note Purchaser shall have received a properly completed Borrowing Base Certificate from the Servicer in the form of EXHIBIT A hereto; (d) no later than one (1) Business Day prior to the requested Funding Date, the Note Purchaser shall have received a properly completed and executed Advance Request, together with timely receipt of each other item required pursuant to SECTION 2.03 hereof; (e) the Servicer shall have delivered to the Note Purchaser the Servicer's Certificate for the immediately preceding Accrual Period pursuant to Section 4.9 of the Sale and Servicing Agreement; (f) such Advance is in an amount not less than $2,000,000; (g) such Advance shall not cause there to be more than two Advances in a calendar week; (h) after giving effect to such Advance, the Invested Amount of the Notes will not exceed the Maximum Invested Amount; (i) the representations and warranties of made by the Borrowers Servicer, the Seller, the Purchaser and the Issuer in all of the Loan Basic Documents shall be are true and correct on and as of the date of such Advance requested Advance, with the same effect as though they were made on and as the date of such date Advance, and the Borrowers Note Purchaser shall have performed received (I) a certificate from the Servicer and the Seller to such effect with respect to its representations and warranties and that the Servicer and the Seller have complied in all of material respects with all agreements and satisfied all conditions on their obligations contained in the Loan Documents required part to be performed as or satisfied at or prior to the related Funding Date, and (II) a certificate from the Issuer and the Purchaser to such effect with respect to its representations and warranties and that the Issuer and the Purchaser have complied in all material respects with all agreements and satisfied all conditions on their part to be performed or satisfied at or prior to the related Funding Date, which certifications, in each case, may be included in the related Advance Request (j) the Trustee shall (in accordance with the procedures contemplated in SECTION 3.4 of the Sale and Servicing Agreement) have confirmed receipt of the related Receivable File for each Eligible Receivable included in the Borrowing Base calculation and shall have delivered to the Note Purchaser, with a copy to the Noteholders, (1) a Trust Receipt with respect to the Receivable Files related to the Related Receivables to be purchased on such dateFunding Date; or (2) if requested by the Note Purchaser, an aggregate Trust Receipt with respect to the Receivable Files for all of the Receivables; (bk) The making of the Advance will not cause or constitute an Event of Default or Pre-Default Eventafter giving effect to such Advance, there shall be no Borrowing Base Deficiency; (cl) There all limitations and conditions specified in SECTION 2.02 of this Agreement and in SECTION 2.1(b) of the Sale and Servicing Agreement shall have been satisfied with respect to the making of such Advance; (m) after giving effect to such Advance, no Material Adverse Change with respect to CPS or the Issuer shall have occurred and there shall have been no material adverse change in the financial condition of DTCGMaterial Adverse Effect; (dn) No claim has been asserted or proceeding commenced challenging this Agreement or Lenders’ rights neither the Issuer nor the Servicer shall have breached any of its covenants under this Agreement, and no claim has been asserted which if true would be a breach of a representation and warranty the Basic Documents in the Loan Documentsany material respect; (eo) No the Issuer shall have provided the Note Purchaser with all other information that the Note Purchaser may reasonably require, if the Note Purchaser shall have given the Issuer reasonable advance notice of such requirements; (p) all amounts due and owing to the Note Purchaser under this Agreement and/or any of the other Basic Documents shall have been paid in full; (q) after giving effect to such Advance and the application of proceeds therefrom, no Default or Event of Default shall have occurred and still be continuing on and as of the requested Funding Date; (r) if any TFC Receivables are being purchased in existenceconnection with such Advance, and no Pre-Default TFC Funding Termination Event shall have occurred and still be in existence; (f) Lenders have a first priority perfected security interest in the Collateral. None of the Collateral is subject to any Lien, except for Permitted Liens; (g) The Inventory Advance Value Certificate and all other reports delivered by the Borrowers and the Borrowers’ records of operations have been satisfactory to the Lenders; (h) The Borrowers shall have provided such additional information and documents as the Lenders may reasonably requestoccurred; and (is) The aggregate outstanding principal amount on and as of the Advances requested Funding Date, each of the representations and warranties set forth in Section 3.1 of the Sale and Servicing Agreement is true and correct for all Related Receivables being pledged by the Issuer to the Trustee for the benefit of the Noteholders and the Note Purchaser under the Indenture on such date and each Related Receivable is an Eligible Receivable. No such Related Receivable was originated in any jurisdiction in which the Seller is required to be licensed in order to own such Related Receivable unless the Seller has obtained such license prior to owning such Related Receivable. With respect to each such Related Receivable, the applicable Dealer has either been paid or received credit from Seller for all proceeds from the sale of such Related Receivable to the Seller. The giving of any notice pursuant to SECTION 2.03 shall not exceed constitute a representation and warranty by the Inventory Issuer and the Servicer that all conditions precedent to such Advance Valuehave been satisfied.

Conditions to Each Advance. Notwithstanding any other provision of this Agreement and without affecting in any manner the rights of the Lenders hereunderAs conditions precedent to each Advance from Escrow, the Lenders shall not be obligated to make any Advances (including the initial Advance) unless at the time of the Advance, in addition to all of other requirements herein, Borrower must satisfy the following conditions shallrequirements and, in each if required by Lender’s sole determination, be satisfieddeliver to Lender evidence of such satisfaction: (a) All conditions precedent to the initial Advance or stated elsewhere herein shall have been satisfied. The failure, whether intentional or not, of Lender to insist upon full compliance with any requirement stated in Section 3.1, above, shall not constitute a waiver of such requirement(s), and Lender may, in its sole discretion, insist upon full compliance with any such requirement at any time. (b) There shall then exist no Event of Default nor shall there have occurred any event which with the giving of notice or the lapse of time, or both, could become an Event of Default. (c) The representations and warranties of the Borrowers made in all of the Loan Documents shall be true and correct on and as of the date of each Advance, and the request for an Advance shall constitute the representation and warranty by each Borrower and Guarantor that such representations and warranties are true and correct at such time. (d) The following statements shall be true (and each of the giving of the applicable request for Advance and the acceptance by Borrower of the proceeds of such Advance as though they were made shall constitute a representation and warranty by Borrower that on the date of such Advance such statements are true): (i) The representations and warranties contained in Article 6 of this Agreement are correct in all material respects on and as of the date of such date Advance, before and after giving effect to such Advance, and to the Borrowers shall have performed all application of their obligations contained in the Loan Documents required to be performed proceeds therefrom, as though made on and as of such date; (bii) The making No event has occurred and is continuing, or would result from such Advance or the application of the Advance will not cause or proceeds therefrom, which would constitute an Event of Default or Pre-Default EventDefault; (ciii) There No law, regulation, order, judgment or decree of any Governmental Authority shall have enjoin, prohibit or restrain, or impose or result in the imposition of any Material Adverse Effect, upon Lender’s making the requested Advance; and (iv) No law, regulation, order, judgment or decree of any Governmental Authority shall enjoin, prohibit or restrain, or impose or result in the imposition of any Material Adverse Effect, upon Lender’s making the requested Advance. (e) If the requested Advance includes any amount related to construction costs or expenses, Borrower must also comply with all terms, conditions, and requirements set out in the Construction Rider. (f) Borrower will provide Lender with evidence, in Proper Form, that there has not been no material any unremedied adverse change in the financial or any other condition of DTCG; (d) No claim has been asserted the Borrower since the date of application or proceeding commenced challenging this Agreement since any preceding Advance which would warrant, in Lender’s sole discretion, withholding or Lenders’ rights under this Agreement, and no claim has been asserted which if true would be a breach of a representation and warranty in the Loan Documents; (e) No Event of Default shall have occurred and still be in existence, and no Pre-Default Event shall have occurred and still be in existence; (f) Lenders have a first priority perfected security interest in the Collateral. None of the Collateral is subject to any Lien, except for Permitted Liens; (g) The Inventory Advance Value Certificate and all other reports delivered by the Borrowers and the Borrowers’ records of operations have been satisfactory to the Lenders; (h) The Borrowers shall have provided such additional information and documents as the Lenders may reasonably request; and (i) The aggregate outstanding principal amount of the Advances shall not exceed the Inventory Advance Valuemaking further Advances.