Common use of Conditions Precedent to Each Borrowing Clause in Contracts

Conditions Precedent to Each Borrowing. The obligation of each Lender to make each Advance to be made by it (including the initial Advance) on each Borrowing Date shall be subject to the fulfillment of the following conditions; provided that the conditions described in clauses (b) and (c) (other than a Default or Event of Default described in Sections 6.01(c) or (f) or in Sections 6.02(c), (e) or (f)) below need not be satisfied if the proceeds of the Borrowing are used to fund Revolving Collateral Loans or Delayed Drawdown Collateral Loans then owned by the Borrower or to settle trades committed to by the Borrower prior to the end of the Reinvestment Period or to fund the Revolving Reserve Account to the extent required under Section 8.04; and this Section 3.02 shall not apply with respect to any Swingline Refinancing Advances: (a) the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance (including the Borrowing Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.02; (b) immediately after the making of such Advance on the applicable Borrowing Date, each Coverage Test shall be satisfied (as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of Borrowing); (c) each of the representations and warranties of the Borrower contained in this Agreement shall be true and correct in all material respects (except for representations and warranties already qualified by materiality or Material Adverse Effect, which shall be true and correct) as of such Borrowing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date); (d) if a requested Advance is denominated in an Agreed Foreign Currency, after giving effect to such Advance, the aggregate outstanding principal balance of all Advances denominated in such currency shall not exceed the Aggregate Principal Balance of all Eligible Collateral Loans denominated in such currency by more than 10% of the Aggregate Principal Balance of all Eligible Collateral Loans denominated in such currency; (e) no Default, Event of Default or Collateral Manager Replacement Event shall have occurred and be continuing at the time of the making of such Advance or shall result upon the making of such Advance; and (f) the Reinvestment Period shall not have terminated.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make each Advance to be made by it (including the initial Advance) on each Borrowing Date shall be subject to the fulfillment of the following conditions; provided that the conditions described in clauses (b) and (c) (other than a Default or Event of Default described in Sections 6.01(c) or (f) or in Sections 6.02(c), (e) or (f)) below need not be satisfied if the proceeds of the Borrowing are used to fund Revolving Collateral Loans or Delayed Drawdown Collateral Loans then owned by the Borrower or to settle trades committed to by the Borrower prior to the end of the Reinvestment Period or to fund the Revolving Reserve Account to the extent required under Section 8.04; and this Section 3.02 shall not apply with respect to any Swingline Refinancing Advances: (a) the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance (including the Borrowing Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.02; (b) immediately after the making of such Advance on the applicable Borrowing Date, each Coverage Test shall be satisfied (as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of Borrowing); (c) each of the representations and warranties of the Borrower contained in this Agreement shall be true and correct in all material respects (except for representations and warranties already qualified by materiality or Material Adverse Effect, which shall be true and correct) as of such Borrowing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date);; and (d) if a requested Advance is denominated in an Agreed Foreign Currency, after giving effect to such Advance, the aggregate outstanding principal balance of all Advances denominated in such currency shall not exceed the Aggregate Principal Balance of all Eligible Collateral Loans denominated in such currency by more than 10% of the Aggregate Principal Balance of all Eligible Collateral Loans denominated in such currency; (e) no Default, Default or Event of Default or Collateral Manager Replacement Event shall have occurred and be continuing at the time of the making of such Advance or shall result upon the making of such Advance; and (f) the Reinvestment Period shall not have terminated.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make each Advance to be made by it (including the initial Advance) on each Borrowing Date shall be subject to the fulfillment of the following conditions; provided that the conditions described in clauses (b3.02(e) and (cf) (other than a Default or Event of Default described in Sections 6.01(c6.01(b) or (fl) or a Collateral Manager Termination Event described in Sections 6.02(c), (e) or (fSection 6.03(e)) below need not be satisfied if the proceeds of the Borrowing are used to fund Revolving Collateral Loans or Delayed Drawdown Collateral Loans then owned by the Borrower or to settle trades committed to by the Borrower prior to the end of the Reinvestment Period or to fund the Revolving Reserve Account on or prior to the Commitment Termination Date to the extent required under Section 8.04; and this Section 3.02 shall not apply with respect to any Swingline Refinancing Advances8.03: (a) the Reinvestment Period shall not have ended; (b) the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance (including the Borrowing Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.02; (bc) to the extent that the proceeds of an Advance are not being used to fund the simultaneous origination or acquisition of a Loan, the Borrower shall have delivered to the Custodian each of the Related Documents with respect to such Loan within five (5) Business Days after received by the Borrower; (d) immediately before and after the making of such Advance on the applicable Borrowing Date, (i) each Coverage Test shall be satisfied (satisfied, as demonstrated on the Borrowing Base Calculation Statement and attached to such Notice of Borrowing, and (ii) each Collateral Quality Test shall be satisfied (or if any Collateral Quality Test is not satisfied, such test is improved after giving effect to such Advance and any related acquisition and/or concurrent sale of Loans), as demonstrated in reasonably detailed calculations attached to such Notice of Borrowing; (ce) each of the representations and warranties of the Borrower and the Collateral Manager contained in this Agreement shall be true and correct in all material respects (except for representations and warranties already qualified by materiality or Material Adverse Effect, which shall be true and correct) as of such Borrowing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date);; and (d) if a requested Advance is denominated in an Agreed Foreign Currency, after giving effect to such Advance, the aggregate outstanding principal balance of all Advances denominated in such currency shall not exceed the Aggregate Principal Balance of all Eligible Collateral Loans denominated in such currency by more than 10% of the Aggregate Principal Balance of all Eligible Collateral Loans denominated in such currency; (ef) no Default, Event of Default or Default, Potential Collateral Manager Replacement Termination Event, Collateral Manager Termination Event or Early Amortization Event shall have occurred and be continuing at the time of the making of such Advance or shall result upon the making of such Advance; and (f) the Reinvestment Period shall not have terminated.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make each Each Advance to be made by it hereunder (including the initial Advance) ), if any, on each Borrowing Date shall be subject to the fulfillment of the following conditions; provided that the conditions described in clauses (b) and (c) (other than a Default or Event of Default described in Sections 6.01(c) or (f) or in Sections 6.02(c), (e) or (f)) below need not be satisfied if the proceeds of the Borrowing are used to fund Revolving Collateral Loans or Delayed Drawdown Collateral Loans then owned by the Borrower or to settle trades committed to by the Borrower prior to the end of the Reinvestment Period or to fund the Revolving Reserve Account to the extent required under Section 8.04; and this Section 3.02 shall not apply with respect to any Swingline Refinancing Advances: (a) the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance (including the Borrowing Base Maximum Advance Rate Test Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.02; (b) immediately after the making of such Advance on the applicable Borrowing Date, each Coverage Test the aggregate outstanding principal balance of the Advances, shall be satisfied (as demonstrated on less than or equal to the Borrowing Base Calculation Statement attached to Maximum Available Amount, at such Notice of Borrowing)time; (c) each of the representations and warranties of the Borrower contained in this Agreement shall be true and correct in all material respects (except for representations and warranties already qualified by materiality or Material Adverse Effect, which shall be true and correct) as of such Borrowing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date); (d) if a requested Advance is denominated in an Agreed Foreign Currency, after giving effect to such Advance, the aggregate outstanding principal balance of all Advances denominated in such currency shall not exceed the Aggregate Principal Balance of all Eligible Collateral Loans denominated in such currency by more than 10% of the Aggregate Principal Balance of all Eligible Collateral Loans denominated in such currency; (e) no Default, Unmatured Event of Default or Collateral Manager Replacement Event of Default or Accelerated Amortization Event shall have occurred and be continuing at the time of the making of such Advance or shall result upon the making of such Advance; (e) the Borrower shall have delivered, or caused to have been delivered, in accordance with the time and manner specified in the Backup Servicing Agreement, to the Backup Servicer and the Administrative Agent, the Receivable Schedule and each document or item (whether or not electronic) comprising a Related Document with respect to the Receivables being pledged hereunder; (f) all terms and conditions of the applicable Receivable Purchase Agreement required to be satisfied in connection with the assignment of each Receivable being pledged hereunder on such Borrowing Date (and the Receivable and Related Documents related thereto), including the perfection of the Borrower’s interests therein, shall have been satisfied in full, and all filings (including UCC and PPSA filings) required to be made by any Person and all actions required to be taken or performed by any Person in any jurisdiction to give the Administrative Agent, for the benefit of the Secured Parties, a first priority perfected security interest in all of the Borrower’s right, title and interest in the related Receivables all payments from related Obligors, the Related Documents and all rights of the Borrower under the applicable Receivable Purchase Agreement, excluding any Collateral in which a security interest cannot be perfected under the UCC or the PPSA, as applicable, shall have been made, taken or performed; (g) the Borrower shall have taken all steps necessary under all Applicable Law in order to cause to exist in favor of the Administrative Agent, for the benefit of the Secured Parties, a valid, subsisting and enforceable first priority perfected security interest in the Borrower’s right, title and interest in the Collateral related to each Receivable being pledged hereunder on such Borrowing Date, including receipt by the Administrative Agent of evidence reasonably satisfactory to the Administrative Agent that all Liens (except for Permitted Liens) have been released on such Collateral; (h) the Borrower shall have delivered to the Administrative Agent a fully executed copy of the Receivable Assignment relating to the Collateral Receivables in connection with such Borrowing; and (fi) the Reinvestment Period Administrative Agent shall not have terminatedreceived satisfactory evidence that the Seller has received such amounts of the purchase price in excess of the requested Advance in respect of the Receivables to be acquired by the Borrower on such Borrowing Date.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make each Advance to be made by it (including the initial Advance) on each Borrowing Date shall be subject to the fulfillment of the following conditions; provided that the conditions described in clauses (bc) and (cd) (other than a Default or Event of Default described in Sections 6.01(c) or (f) or in Sections 6.02(c), (e) or (fSection 6.01(g)) below need not be satisfied if the proceeds of the Borrowing are used to fund Revolving Collateral Loans or Delayed Drawdown Collateral Loans then owned by the Borrower or to settle trades committed to by the Borrower prior to the end of the Reinvestment Period or to fund the Revolving Unfunded Reserve Account to the extent required under Section 8.04; and this Section 3.02 shall not apply with respect to any Swingline Refinancing Advances: (a) the Lenders and the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance (including the Borrowing Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.02; (b) immediately after the making of such Advance on the applicable Borrowing Date, each Coverage Test and Collateral Quality Test shall be satisfied (as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of Borrowing); (c) each of the representations and warranties of the Borrower contained in this Agreement the Facility Documents shall be true and correct in all material respects (except for representations and warranties already qualified by materiality or Material Adverse Effect, which shall be true and correct) as of such Borrowing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date); (d) if a requested Advance is denominated in an Agreed Foreign Currency, after giving effect to such Advance, the aggregate outstanding principal balance of all Advances denominated in such currency shall not exceed the Aggregate Principal Balance of all Eligible Collateral Loans denominated in such currency by more than 10% of the Aggregate Principal Balance of all Eligible Collateral Loans denominated in such currency; (e) no Default, Default or Event of Default or Collateral Manager Replacement Event shall have occurred and be continuing at the time of the making of such Advance or shall result upon the making of such Advance; (e) the Borrower and the Collateral Manager shall have received written notice from the Administrative Agent, evidencing the approval of the Administrative Agent in its sole discretion, in accordance with clause (A) of the definition of “Collateral Loan”, of the loans to be added to the Collateral; and (f) after the Reinvestment Period shall not have terminatedmaking of such Advances and the deposit of any portion thereof into the Unfunded Reserve Account, the amount on deposit thereon is at least equal to the Unfunded Reserve Required Amount.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make each Advance to be made by it (including the initial Advance) on each Borrowing Date shall be subject to the fulfillment of the following conditions; provided that the conditions described in clauses (bc) and (cd) (other than a Default or Event of Default described in Sections 6.01(c) or (f) or in Sections 6.02(c), (e) or (fSection 6.01(g)) below need not be satisfied if the proceeds of the Borrowing are used to fund Revolving Collateral Loans or Delayed Drawdown Collateral Loans then owned by the Borrower or to settle trades committed to by the Borrower prior to the end of the Reinvestment Period or to fund the Revolving Unfunded Reserve Account to the extent required under Section 8.04; and this Section 3.02 shall not apply with respect to any Swingline Refinancing Advances: (a) the Lenders and the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance (including the Borrowing Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.02; (b) immediately after the making of such Advance on the applicable Borrowing Date, each Coverage Test and Collateral Quality Test shall be satisfied (or, in the case of the Collateral Quality Test, if the, Collateral Quality Test was not satisfied immediately before the making of such Advance, the Collateral Quality Test was maintained or improved) (as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of Borrowing); (c) each of the representations and warranties of the Borrower contained in this Agreement the Facility Documents shall be true and correct in all material respects (except for representations and warranties already qualified by materiality or Material Adverse Effect, which shall be true and correct) as of such Borrowing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date); (d) if a requested Advance is denominated in an Agreed Foreign Currency, after giving effect to such Advance, the aggregate outstanding principal balance of all Advances denominated in such currency shall not exceed the Aggregate Principal Balance of all Eligible Collateral Loans denominated in such currency by more than 10% of the Aggregate Principal Balance of all Eligible Collateral Loans denominated in such currency; (e) no Default, Event of Default or Collateral Manager Replacement Event shall have occurred and be continuing at the time of the making of such Advance or shall result upon the making of such Advance; and (f) the Reinvestment Period shall not have terminated.such

Conditions Precedent to Each Borrowing. The obligation of each Lender to make each Advance to be made by it (including the initial Advance) on each Borrowing Date shall be subject In addition to the fulfillment of the following conditions; provided that the conditions described stated in clauses (b) and (c) SECTION 5.1 (other than a Default or Event of Default described in Sections 6.01(c) or (f) or in Sections 6.02(cSECTION 5.1(b)), (e) or (f)) below need Lenders will not be satisfied if the proceeds of the Borrowing are used obligated to fund Revolving Collateral Loans (as opposed to continue or Delayed Drawdown Collateral Loans then owned by convert) any Borrowing, as the Borrower or to settle trades committed to by case may be, unless on the Borrower prior to date of such Borrowing (and after giving effect thereto), as the end of the Reinvestment Period or to fund the Revolving Reserve Account to the extent required under Section 8.04; and this Section 3.02 shall not apply with respect to any Swingline Refinancing Advancescase may be: (a) the Administrative Agent shall have timely received therefor a Notice of Borrowing with respect to such Advance (including or Notice of Competitive Borrowing as the Borrowing Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.02;case may be; 364-DAY REVOLVING CREDIT AGREEMENT (b) immediately after Administrative Agent shall have received, as applicable, the making of such Advance on the applicable Borrowing Datefees provided for in SECTION 4.3 hereof or any fees then payable as provided for in SECTION 4.2, each Coverage Test shall be satisfied (as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of Borrowing)if applicable; (c) each all of the representations and warranties of any Consolidated Company set forth in the Borrower contained in this Agreement shall be Loan Papers are true and correct in all material respects (except for to the extent that (i) the representations and warranties already qualified by materiality speak to a specific date or Material Adverse Effect, (ii) the facts on which shall be true and correct) as of such Borrowing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such dateare based have been changed by transactions contemplated or permitted by the Loan Papers); (d) if a requested Advance is denominated in an Agreed Foreign Currency, after giving effect to such Advance, the aggregate outstanding principal balance of all Advances denominated in such currency no Default or Potential Default shall not exceed the Aggregate Principal Balance of all Eligible Collateral Loans denominated in such currency by more than 10% of the Aggregate Principal Balance of all Eligible Collateral Loans denominated in such currencyhave occurred and be continuing; (e) no Default, Event of Default or Collateral Manager Replacement Event shall have occurred and be continuing at the time of the making funding of such Advance or shall result upon the making of such AdvanceBorrowing is permitted by Law; and (f) all matters related to such Borrowing must be satisfactory to Determining Lenders and their respective counsel in their reasonable determination, and upon the Reinvestment Period reasonable request of Administrative Agent, Borrower shall deliver to Administrative Agent evidence substantiating any of the matters in the Loan Papers which are necessary to enable Borrower to qualify for such Borrowing. Each Notice of Borrowing delivered to Administrative Agent shall constitute the representation and warranty by Borrower to Administrative Agent that the statements in CLAUSES (c) and (d) above are true and correct in all respects. Each condition precedent in this Agreement is material to the transactions contemplated in this Agreement, and time is of the essence in respect of each thereof. Subject to the prior approval of Determining Lenders, Lenders may fund any Borrowing without all conditions being satisfied, but, to the extent permitted by Law, the same shall not have terminatedbe deemed to be a waiver of the requirement that each such condition precedent be satisfied as a prerequisite for any subsequent funding unless Determining Lenders specifically waive each such item in writing.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make each Advance to be made by it (including the initial Advance) on each Borrowing Date shall be subject to the fulfillment of the following conditions; provided that the conditions described in clauses (bc) and (cd) (other than a Default or Event of Default described in Sections 6.01(c) or (f) or in Sections 6.02(c6.03(c), (e) or (f)) below need not be satisfied if the proceeds of the Borrowing are used to fund Revolving Collateral Loans or Delayed Drawdown Collateral Loans then owned by the Borrower or to settle trades committed to by the Borrower prior to the end of the Reinvestment Period or to fund the Revolving Reserve Account on or prior to the Commitment Termination Date to the extent required under Section 8.04; and this Section 3.02 shall not apply with respect to any Swingline Refinancing Advances: (a) the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance (including the Borrowing Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.02; (b) immediately after the making of such Advance on the applicable Borrowing Date, each Coverage Test shall be satisfied (satisfied, as demonstrated on the Borrowing Base Calculation Statement and attached to such Notice of Borrowing); (c) each of the representations and warranties of the Borrower and the Collateral Manager contained in this Agreement shall be true and correct in all material respects (except for representations and warranties already qualified by materiality or Material Adverse Effect, which shall be true and correct) as of such Borrowing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date); (d) if a requested Advance is denominated in an Agreed Foreign Currency, after giving effect to such Advance, the aggregate outstanding principal balance of all Advances denominated in such currency shall not exceed the Aggregate Principal Balance of all Eligible Collateral Loans denominated in such currency by more than 10% of the Aggregate Principal Balance of all Eligible Collateral Loans denominated in such currency; (e) no Default, Default or Event of Default or Collateral Manager Replacement Event shall have occurred and be continuing at the time of the making of such Advance or shall result upon the making of such Advance; and (f) the Reinvestment Period shall not have terminated.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make each Advance to be made by it (including the initial Advance) on each Borrowing Date shall be subject to the fulfillment satisfaction or waiver by the Administrative Agent of the following conditions; provided that the conditions described in clauses (b) and (c) (other than a Default or Event of Default described in Sections 6.01(c) or (f) or in Sections 6.02(c), (e) or (f)) below need not be satisfied if the proceeds of the Borrowing are used to fund Revolving Collateral Loans or Delayed Drawdown Collateral Loans then owned by the Borrower or to settle trades committed to by the Borrower prior to the end of the Reinvestment Period or to fund the Revolving Reserve Account to the extent required under Section 8.04; and this Section 3.02 shall not apply with respect to any Swingline Refinancing Advancesprecedent: (a) the Administrative Agent shall have received a Notice of Borrowing Request for Advance with respect to such Advance (including the Borrowing Base Calculation Statement Certificate attached thereto, all duly completedthereto demonstrating compliance with the Borrowing Base Test) delivered in accordance with Section 2.02Sections 2.02(a)(i) and 2.02(a)(ii), respectively; (b) immediately after the making of such Advance on the applicable Borrowing Date, each Coverage the Borrowing Base Test shall be is satisfied on a pro forma basis at such time (as demonstrated on in the Borrowing Base Calculation Statement calculations attached to such Notice of Borrowingthe applicable Request for Advance); (c) each of the representations and warranties of the Borrower Borrower, the Seller, the Servicer and the Originator contained in this Agreement and the other Facility Documents shall be true and correct in all material respects (except for representations and warranties already expressly qualified by materiality or Material Adverse Effect, which shall be true and correct) as of such Borrowing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date); (d) if a requested Advance is denominated in an Agreed Foreign Currency, after giving effect to such Advance, the aggregate outstanding principal balance no Unmatured Event of all Advances denominated in such currency shall not exceed the Aggregate Principal Balance of all Eligible Collateral Loans denominated in such currency by more than 10% of the Aggregate Principal Balance of all Eligible Collateral Loans denominated in such currency; (e) no Default, Event of Default or Collateral Manager Replacement Early Amortization Event shall have occurred and be continuing at the time of the making of such Advance or shall result upon the making of such Advance; (e) as of such Borrowing Date, the Administrative Agent shall have approved any changes to the Concierge Capital Underwriting Policy and the Accepted Servicing Policies in the manner prescribed in Section 5.01(h) of this Agreement; (f) if such Borrowing Date is ninety (90) or more calendar days following the Closing Date, the Backup Servicer shall be performing all the backup servicing duties set forth on Schedule I to the Backup Servicing Agreement and (ii) the Backup Servicer shall have completed all required data mapping of the Servicer’s online systems, in each case, in a manner acceptable to the Administrative Agent in its reasonable discretion; and (fg) if such Advance is subsequent to the initial Advance, the Backup Servicer shall perform the verification duties agreed to among the Backup Servicer, the Borrower and the Administrative Agent with respect to any Receivables relating to such Borrowing (unless otherwise waived by the Borrower and the Administrative Agent); provided, that, (i) the Reinvestment Period Borrower and the Administrative Agent reserve the right to request the Backup Servicer perform the verification duties with respect to any Receivable pledged in connection with the initial Advance following the related Borrowing Date, (ii) such verification duties shall not have terminatedonly be required for three Collection Periods unless otherwise mutually agreed upon between the Borrower and the Administrative Agent and (iii) for the avoidance of doubt, the Backup Servicer will only be required to provide such verification duties with respect to a Receivable and the related Loan once.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make each Advance to be made by it (including the initial Advance) on each Borrowing Date shall be subject to the fulfillment satisfaction or waiver by the Administrative Agent of the following conditions; provided that the conditions described in clauses (b) and (c) (other than a Default or Event of Default described in Sections 6.01(c) or (f) or in Sections 6.02(c), (e) or (f)) below need not be satisfied if the proceeds of the Borrowing are used to fund Revolving Collateral Loans or Delayed Drawdown Collateral Loans then owned by the Borrower or to settle trades committed to by the Borrower prior to the end of the Reinvestment Period or to fund the Revolving Reserve Account to the extent required under Section 8.04; and this Section 3.02 shall not apply with respect to any Swingline Refinancing Advancesprecedent: (a) the Administrative Agent shall have received a Notice of Borrowing Request for Advance with respect to such Advance (including the Borrowing Base Calculation Statement Certificate attached thereto, all duly completedthereto demonstrating compliance with the Borrowing Base Test) delivered in accordance with Section 2.02Sections 2.02(a)(i) and 2.02(a)(ii), respectively; (b) immediately after the making of such Advance on the applicable Borrowing Date, each Coverage the Borrowing Base Test shall be is satisfied on a pro forma basis at such time (as demonstrated on in the Borrowing Base Calculation Statement calculations attached to such Notice of Borrowingthe applicable Request for Advance); (c) each of the representations and warranties of the Borrower Borrower, the Seller, the Servicer and the Originator contained in this Agreement and the other Facility Documents shall be true and correct in all material respects (except for representations and warranties already expressly qualified by materiality or Material Adverse Effect, which shall be true and correct) as of such Borrowing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date); (d) if a requested Advance is denominated in an Agreed Foreign Currency, after giving effect to such Advance, the aggregate outstanding principal balance no Unmatured Event of all Advances denominated in such currency shall not exceed the Aggregate Principal Balance of all Eligible Collateral Loans denominated in such currency by more than 10% of the Aggregate Principal Balance of all Eligible Collateral Loans denominated in such currency; (e) no Default, Event of Default or Collateral Manager Replacement Early Amortization Event shall have occurred and be continuing at the time of the making of such Advance or shall result upon the making of such Advance; and (fe) as of such Borrowing Date, the Reinvestment Period Administrative Agent shall not have terminatedapproved any changes to the Concierge Capital Underwriting Policy and the Accepted Servicing Policies in the manner prescribed in Section 5.01(h) of this Agreement.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make each Advance to be made by it (including the initial Advance) on each Borrowing Date shall be subject to the fulfillment of the following conditions; provided that the conditions described in clauses (bc) and (cd) (other than a Default or Event of Default described in Sections 6.01(c) or (f) or in Sections 6.02(c6.03(c), (e) or (f)) below need not be satisfied if the proceeds of the Borrowing are used to fund Revolving Collateral Loans or Delayed Drawdown Collateral Loans then owned by the Borrower or to settle trades committed to by the Borrower prior to the end of the Reinvestment Period or to fund the Revolving Reserve Account on or prior to the Commitment Termination Date to the extent required under Section 8.04; and this Section 3.02 shall not apply with respect to any Swingline Refinancing Advances: (a) the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance (including the Borrowing Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.02; (b) immediately after the making of such Advance on the applicable Borrowing Date, each Coverage Test shall be satisfied (satisfied, as demonstrated on the Borrowing Base Calculation Statement and attached to such Notice of Borrowing); (c) each of the representations and warranties of the Borrower and the Collateral Manager contained in this Agreement shall be true and correct in all material respects (except for representations and warranties already qualified by materiality or Material Adverse Effect, which shall be true and correct) as of such Borrowing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date); (d) if a requested Advance is denominated in an Agreed Foreign Currency, after giving effect to such Advance, the aggregate outstanding principal balance of all Advances denominated in such currency shall not exceed the Aggregate Principal Balance of all Eligible Collateral Loans denominated in such currency by more than 10% of the Aggregate Principal Balance of all Eligible Collateral Loans denominated in such currency; (e) no Default, Default or Event of Default or Collateral Manager Replacement Event shall have occurred and be continuing at the time of the making of such Advance or shall result upon the making of such Advance; (e) such Advance shall not cause the aggregate principal amount of Advances outstanding hereunder to increase by more than $50,000,000 during the 32-day period ending on the related Borrowing Date of such Advance unless otherwise approved by the Administrative Agent in its sole discretion; and (f) the Reinvestment Period shall not have terminated.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make each Advance to be made by it (including the initial Advance) on each Borrowing Date shall be subject to the fulfillment of the following conditions; provided that the conditions described in clauses (b) and (c) (other than a Default or Event of Default described in Sections 6.01(c) or (f) or in Sections 6.02(c), (e) or (f)) below need not be satisfied if the proceeds of the Borrowing are used to fund Revolving Collateral Loans or Delayed Drawdown Collateral Loans then owned by the Borrower or to settle trades committed to by the Borrower prior to the end of the Reinvestment Period or to fund the Revolving Reserve Account to the extent required under Section 8.04; and this Section 3.02 shall not apply with respect to any Swingline Refinancing Advances: (a) the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance (including the Borrowing Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.022.03; (b) immediately after the making of such Advance on the applicable Borrowing Date, each Coverage Test shall be satisfied (and each Collateral Quality Test shall be satisfied or, if not satisfied, maintained or improved, in each case, as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of Borrowing); (c) each of the representations and warranties of the Borrower Borrower, the Servicer, the Sponsor and the Equityholder contained in this Agreement the Facility Documents shall be true and correct in all material respects (except for representations and warranties already qualified by materiality or Material Adverse Effect, which shall be true and correct) as of such Borrowing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date); (d) if a requested Advance is denominated in an Agreed Foreign Currency, after giving effect to such Advance, the aggregate outstanding principal balance of all Advances denominated in such currency shall not exceed the Aggregate Principal Balance of all Eligible Collateral Loans denominated in such currency by more than 10% of the Aggregate Principal Balance of all Eligible Collateral Loans denominated in such currency; (e) no Default, Event of Default Default, Potential Servicer Removal Event or Collateral Manager Replacement Servicer Removal Event shall have occurred and be continuing at the time of the making of such Advance or shall result upon the making of such Advance; and; (fe) the Reinvestment Period shall not have terminated; (f) after giving effect to such Advance, the Dollar Equivalent of the aggregate principal amount of all Advances denominated in an Available Currency other than Dollars shall not exceed the Non-Dollar Sublimit; (g) subject to Section 2.02, the Administrative Agent shall have approved of the Approval Request for each Collateral Loan to be acquired with the proceeds of such Advance and such approval has not expired or been rescinded; and (h) after giving effect to such Advance, the aggregate outstanding principal balance of all Advances shall not exceed the sum of: (i) the Aggregate Net Collateral Balance, minus (ii) the Minimum Equity Amount, plus (iii) the Dollar Equivalent of the aggregate amounts on deposit in the Principal Collection Subaccount constituting Principal Proceeds.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make each Advance to be made by it (including the initial Advance) on each Borrowing Date shall be subject to the fulfillment of the following conditions; provided that the conditions described in clauses (b) and (c) (other than a Default or Event of Default described in Sections 6.01(c) or (f) or in Sections 6.02(c), (e) or (f)) below need not be satisfied if the proceeds of the Borrowing are used to fund Revolving Collateral Loans or Delayed Drawdown Collateral Loans then owned by the Borrower or to settle trades committed to by the Borrower prior to the end of the Reinvestment Period or to fund the Revolving Reserve Account to the extent required under Section 8.04; and this Section 3.02 shall not apply with respect to any Swingline Refinancing Advances: (a) the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance (including the Borrowing Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.02; (b) immediately after the making of such Advance on the applicable Borrowing Date, each Coverage Test shall be satisfied (as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of Borrowing); (c) each of the representations and warranties of the Borrower contained in this Agreement shall be true and correct in all material respects (except for representations and warranties already qualified by materiality or Material Adverse Effect, which shall be true and correct) as of such Borrowing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date); (d) if a requested Advance is denominated in an Agreed Foreign Currency, after giving effect to such Advance, the aggregate outstanding principal balance of all Advances denominated in such currency shall not exceed the Aggregate Principal Balance of all Eligible Collateral Loans denominated in such currency by more than 10% of the Aggregate Principal Balance of all Eligible Collateral Loans denominated in such currency; (e) no Default, Default or Event of Default or Collateral Manager Replacement Event shall have occurred and be continuing at the time of the making of such Advance or shall result upon the making of such Advance; and (f) the Reinvestment Period shall not have terminated.

Conditions Precedent to Each Borrowing. The obligation of each the Lender Group (or any member thereof) to make a Loan on the occasion of each Advance to be made by it Borrowing (including the initial AdvanceBorrowing) on each Borrowing Date or of the Agent to cause the Issuing Bank to issue any requested L/C shall be subject to the fulfillment further conditions precedent that on the date of the following conditions; provided that the conditions described in clauses (b) and (c) (other than a Default such Borrowing, or Event Letter of Default described in Sections 6.01(c) or (f) or in Sections 6.02(c), (e) or (f)) below need not be satisfied if the proceeds of the Borrowing are used to fund Revolving Collateral Loans or Delayed Drawdown Collateral Loans then owned by the Borrower or to settle trades committed to by the Borrower prior to the end of the Reinvestment Period or to fund the Revolving Reserve Account to the extent required under Section 8.04; and this Section 3.02 shall not apply with respect to any Swingline Refinancing AdvancesCredit Request: (a) the Administrative following statements shall be true and the Agent shall have received the notice required by Section 2.2(a), which notice shall be deemed to -------------- be a Notice certification by the Borrower that: (i) The representations and warranties contained in Section 5.1 ----------- are correct on and as of the date of such Borrowing with respect or the issuance of such requested L/C as though made on and as of such date; (ii) No event has occurred and is continuing, or would result from such Borrowing, or the issuance of the requested L/C, which constitutes an Event of Default or Potential Event of Default; (iii) Nothing shall have occurred and the Agent shall not have become aware of any fact or condition not previously known, which the Agent shall determine has, or could reasonably be expected to such Advance have, a material adverse effect on the rights or remedies of the Lender Group, or on the ability of the Borrower to perform its obligations to the Lender Group or which has, or could reasonably be expected to have, a materially adverse effect on the performance, business, property, assets, condition (including financial or otherwise) or prospects of the Borrowing Base Calculation Statement attached theretoBorrower and its Subsidiaries taken as a whole; and (iv) The security interests and liens in favor of the Lender Group are valid, enforceable, and prior to all duly completedothers' rights and interests, except those the Agent consents to in writing; and (v) delivered All Loan Documents are in accordance with Section 2.02;full force and effect; and (b) immediately after the making Agent shall have received such other approvals, opinions or documents as the Agent may reasonably request. The foregoing conditions precedent are not conditions to each Lender (i) participating in or reimbursing Agent for such Lender's Pro Rata Share of such Advance on the applicable Borrowing Date, each Coverage Test shall be satisfied (as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of Borrowing); (c) each of the representations and warranties of the Borrower contained in this Agreement shall be true and correct in all material respects (except for representations and warranties already qualified any drawings under L/Cs or Revolving Loans made by materiality or Material Adverse Effect, which shall be true and correct) as of such Borrowing Date (except to the extent such representations and warranties expressly relate to any earlier dateAgent, in which case each case, as provided herein, or (ii) participating in or reimbursing Swing Line Lender for such representations and warranties shall be true and correct in all material respects Lender's Pro Rata Share of any Swing Line Loan as of such earlier date as if made on such date); (d) if a requested Advance is denominated in an Agreed Foreign Currency, after giving effect to such Advance, the aggregate outstanding principal balance of all Advances denominated in such currency shall not exceed the Aggregate Principal Balance of all Eligible Collateral Loans denominated in such currency by more than 10% of the Aggregate Principal Balance of all Eligible Collateral Loans denominated in such currency; (e) no Default, Event of Default or Collateral Manager Replacement Event shall have occurred and be continuing at the time of the making of such Advance or shall result upon the making of such Advance; and (f) the Reinvestment Period shall not have terminatedprovided herein.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make each Advance to be made by it (including the initial Advance) on each Borrowing Date shall be subject to the fulfillment of the following conditions; provided that the conditions described in clauses (b) and (c) (other than a Default or Event of Default described in Sections 6.01(c) or (f) or in Sections 6.02(c), (e) or (f)) below need not be satisfied if the proceeds of the Borrowing are used to fund Revolving Collateral Loans or Delayed Drawdown Collateral Loans then owned by the Borrower or to settle trades committed to by the Borrower prior to the end of the Reinvestment Period or to fund the Revolving Reserve Account to the extent required under Section 8.04; and this Section 3.02 shall not apply with respect to any Swingline Refinancing Advances: (a) the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance (including the Borrowing Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.022.03; (b) immediately after the making of such Advance on the applicable Borrowing Date, each Coverage Test shall be satisfied and each Collateral Quality Test shall be satisfied (or, if not satisfied, maintained or improved, in each case, as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of Borrowing); (c) each of the representations and warranties of the Borrower Borrower, the Servicer and the Equityholder contained in this Agreement the Facility Documents shall be true and correct in all material respects (except for representations and warranties already qualified by materiality or Material Adverse Effect, which shall be true and correct) as of such Borrowing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date); (d) if a requested Advance is denominated in an Agreed Foreign Currency, after giving effect to such Advance, the aggregate outstanding principal balance of all Advances denominated in such currency shall not exceed the Aggregate Principal Balance of all Eligible Collateral Loans denominated in such currency by more than 10% of the Aggregate Principal Balance of all Eligible Collateral Loans denominated in such currency; (e) no Default, Event of Default Default, Potential Servicer Removal Event or Collateral Manager Replacement Servicer Removal Event shall have occurred and be continuing at the time of the making of such Advance or shall result upon the making of such Advance; and; (fe) the Reinvestment Period shall not have terminated; (f) after giving effect to such Advance, the Dollar Equivalent of the aggregate principal amount of all Advances denominated in an Available Currency other than Dollars shall not exceed the Non-Dollar Sublimit; (g) subject to Section 2.02, the Administrative Agent shall have approved of the Approval Request for each Collateral Loan to be acquired with the proceeds of such Advance and such approval has not expired or been rescinded; and (h) after giving effect to such Advance, the aggregate outstanding principal balance of all Advances shall not exceed the sum of: (i) the Aggregate Net Collateral Balance, minus (ii) the Minimum Equity Amount, plus (iii) the Dollar Equivalent of the aggregate amounts on deposit in the Principal Collection Subaccount constituting Principal Proceeds.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make each Advance to be made by it (including the initial Advance) on each Borrowing Date shall be subject to the fulfillment of the following conditions; provided that the conditions described in clauses (bc) and (cd) (other than a Default or Event of Default described in Sections 6.01(c) or (f) or in Sections 6.02(c6.03(c), (e) or (f)) below need not be satisfied if the proceeds of the Borrowing are used to fund Revolving Collateral Loans or Delayed Drawdown Collateral Loans then owned by the Borrower or to settle trades committed to by the Borrower prior to the end of the Reinvestment Period or to fund the Revolving Reserve Account on or prior to the Commitment Termination Date to the extent required under Section 8.04; and this Section 3.02 shall not apply with respect to any Swingline Refinancing Advances: (a) the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance (including the Borrowing Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.02; (b) immediately after the making of such Advance on the applicable Borrowing Date, each Coverage Test shall be satisfied (satisfied, as demonstrated on the Borrowing Base Calculation Statement and attached to such Notice of Borrowing); (c) each of the representations and warranties of the Borrower and the Collateral Manager contained in this Agreement shall be true and correct in all material respects (except for representations and warranties already qualified by materiality or Material Adverse Effect, which shall be true and correct) as of such Borrowing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date); (d) if a requested Advance is denominated in an Agreed Foreign Currency, after giving effect to such Advance, the aggregate outstanding principal balance of all Advances denominated in such currency shall not exceed the Aggregate Principal Balance of all Eligible Collateral Loans denominated in such currency by more than 10% of the Aggregate Principal Balance of all Eligible Collateral Loans denominated in such currency; (e) no Default, Event of Default or Collateral Manager Replacement Event shall have occurred and be continuing at the time of the making of such Advance or shall result upon the making of such Advance; and (f) the Reinvestment Period shall not have terminated.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make each Advance to be made by it (including the initial Advance) on each Borrowing Date shall be subject to the fulfillment of the following conditions; provided that the conditions described in clauses (bc) and (cd) (other than a Default or Event of Default described in Sections 6.01(c) or (f) or in Sections 6.02(c6.03(c), (e) or (f)) below need not be satisfied if the proceeds of the Borrowing are used to fund Revolving Collateral Loans or Delayed Drawdown Collateral Loans then owned by the Borrower or to settle trades committed to by the Borrower prior to the end of the Reinvestment Period or to fund the Revolving Reserve Account on or prior to the Commitment Termination Date to the extent required under Section 8.04; and this Section 3.02 shall not apply with respect to any Swingline Refinancing Advances: : (a) the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance (including the Borrowing Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.02; ; (b) immediately after the making of such Advance on the applicable Borrowing Date, each Coverage Test shall be satisfied (satisfied, as demonstrated on the Borrowing Base Calculation Statement and attached to such Notice of Borrowing); ; (c) each of the representations and warranties of the Borrower and the Collateral Manager contained in this Agreement shall be true and correct in all material respects (except for representations and warranties already qualified by materiality or Material Adverse Effect, which shall be true and correct) as of such Borrowing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date); (d) if a requested Advance is denominated in an Agreed Foreign Currency, after giving effect to such Advance, the aggregate outstanding principal balance of all Advances denominated in such currency shall not exceed the Aggregate Principal Balance of all Eligible Collateral Loans denominated in such currency by more than 10% of the Aggregate Principal Balance of all Eligible Collateral Loans denominated in such currency; (e) no Default, Event of Default or Collateral Manager Replacement Event shall have occurred and be continuing at the time of the making of such Advance or shall result upon the making of such Advance; and (f) the Reinvestment Period shall not have terminated.earlier

Conditions Precedent to Each Borrowing. The obligation of each Lender to make each Advance to be made by it (including the initial Advance) on each Borrowing Date shall be subject In addition to the fulfillment of the following conditions; provided that the conditions described in clauses (b) and (c) (other than a Default or Event of Default described stated in Sections 6.01(c) or (f) or in Sections 6.02(c)7.1 and 7.2, (e) or (f)) below need Lenders will not be satisfied if the proceeds of the Borrowing are used obligated to fund Revolving Collateral Loans (as opposed to continue or Delayed Drawdown Collateral Loans then owned by convert) any Borrowing, and Administrative Agent will not be obligated to issue any LC, as the Borrower or to settle trades committed to by case may be, unless on the Borrower prior to the end date of the Reinvestment Period or to fund the Revolving Reserve Account to the extent required under Section 8.04; such Borrowing (and this Section 3.02 shall not apply with respect to any Swingline Refinancing Advances: after giving effect thereto): (a) the Administrative Agent shall have timely received therefor a Borrowing Notice of Borrowing or a LC Request (together with respect to such Advance (including the Borrowing Base Calculation Statement attached theretoapplicable LC Agreement), all duly completed) delivered in accordance with Section 2.02; as the case may be; (b) immediately after Administrative Agent shall have timely received, as applicable, the making of such Advance on the applicable Borrowing Date, each Coverage Test shall be satisfied (as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of Borrowing); LC fees provided for in Sections 5.4 and 5.5; (c) each all of the representations and warranties of each Company set forth in the Borrower contained in this Agreement shall be Loan Documents are true and correct in all material respects (except for to the extent that (i) the representations and warranties already qualified by materiality speak to a specific date or Material Adverse Effect, (ii) the facts on which shall be true and correct) as of such Borrowing Date (except to the extent such representations and warranties expressly relate are based have been changed by transactions permitted by the Loan Documents); (d) no change in the financial condition or business of any Company which could be a Material Adverse Event shall have occurred; (e) no Default or Potential Default shall have occurred and be continuing; (f) the funding of such Borrowings and issuance of such LC, as the case may be, are permitted by Law; and (g) upon the reasonable request of Administrative Agent, Borrower shall deliver to Administrative Agent evidence substantiating any earlier date, of the matters in the Loan Documents which case are necessary to enable Borrower to qualify for such representations Borrowing. Each Borrowing Notice and warranties LC Request delivered to Administrative Agent shall be constitute the representation and warranty by Borrower to Administrative Agent that the statements above are true and correct in all respects. Each condition precedent in this Agreement is material respects as to the transactions contemplated in this Agreement, and time is of such earlier date as if made on such date); (d) if a requested Advance is denominated the essence in an Agreed Foreign Currencyrespect of each thereof. Subject to the prior approval of Required Lenders, after giving effect Lenders may fund any Borrowing, and Administrative Agent may issue any LC, without all conditions being satisfied, but, to such Advancethe extent permitted by Law, the aggregate outstanding principal balance of all Advances denominated in such currency same shall not exceed the Aggregate Principal Balance of all Eligible Collateral Loans denominated in such currency by more than 10% be deemed to be a waiver of the Aggregate Principal Balance of all Eligible Collateral Loans denominated requirement that each such condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders specifically waive each such item in such currency; (e) no Default, Event of Default or Collateral Manager Replacement Event shall have occurred and be continuing at the time of the making of such Advance or shall result upon the making of such Advance; and (f) the Reinvestment Period shall not have terminatedwriting.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make each Advance to be made by it (including the initial Advance) on each Borrowing Date shall be subject to the fulfillment of the following conditions; provided that the conditions described in clauses (bc) and (cd) (other than a Default or Event of Default described in Sections 6.01(c) or (f) or in Sections 6.02(c), (e) or (fSection 6.01(g)) below need not be satisfied if the proceeds of the Borrowing are used to fund Revolving Delayed Drawdown Collateral Loans or Delayed Drawdown Revolving Collateral Loans then owned by the Borrower or to settle trades committed to by the Borrower prior to the end of the Reinvestment Period or to fund the Revolving Unfunded Reserve Account to the extent required under Section 8.04; and this Section 3.02 shall not apply with respect to any Swingline Refinancing Advances: (a) the Lenders and the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance (including the Borrowing Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.02; (b) immediately after the making of such Advance on the applicable Borrowing Date, each Coverage Test and the Collateral Quality Test shall be satisfied (or, in the case of the Collateral Quality Test, if the Collateral Quality Test was not satisfied immediately before the making of such Advance, the Collateral Quality Test is maintained or improved) (as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of BorrowingBorrowing and certified by a Responsible Officer of the Borrower (or the Collateral Manager on behalf of the Borrower)); (c) each of the representations and warranties of the Borrower contained in this Agreement the Facility Documents shall be true and correct in all material respects (except for representations and warranties already qualified by materiality or Material Adverse Effect, which shall be true and correct) as of such Borrowing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date); (d) if a requested Advance is denominated in an Agreed Foreign Currency, after giving effect to such Advance, the aggregate outstanding principal balance of all Advances denominated in such currency shall not exceed the Aggregate Principal Balance of all Eligible Collateral Loans denominated in such currency by more than 10% of the Aggregate Principal Balance of all Eligible Collateral Loans denominated in such currency; (e) no Default, Default or Event of Default or Collateral Manager Replacement Event shall have occurred and be continuing at the time of the making of such Advance or shall result upon the making of such Advance; (e) the Borrower and the Collateral Manager shall have received written notice from the Administrative Agent (with a copy to the Collateral Administrator), evidencing the approval of the Administrative Agent in its sole discretion, in accordance with clause (A) of the definition of “Eligible Loan”, of the Collateral Loans to be added to the Collateral (if any Collateral Loans are to be added to the Collateral in connection with such Advance); and (f) after the Reinvestment Period shall not have terminatedmaking of such Advances and the deposit of any portion thereof into the Unfunded Reserve Account, the amount on deposit therein is at least equal to the Unfunded Reserve Required Amount.

Conditions Precedent to Each Borrowing. The obligation of each Lender Bank to make each Advance Loan (including, to be made by it (including the extent relevant, the initial AdvanceLoans hereunder) on each Borrowing Date shall be is subject to the fulfillment satisfaction of the following conditions; provided that the conditions described in clauses (b) and (c) (other than a Default or Event of Default described in Sections 6.01(c) or (f) or in Sections 6.02(c), (e) or (f)) below need not be satisfied if the proceeds of the Borrowing are used to fund Revolving Collateral Loans or Delayed Drawdown Collateral Loans then owned by the Borrower or to settle trades committed to by the Borrower prior to the end of the Reinvestment Period or to fund the Revolving Reserve Account to the extent required under Section 8.04; and this Section 3.02 shall not apply with respect to any Swingline Refinancing Advancesprecedent: (a) On or prior to the date of the making of such Loan, the Administrative Agent shall have received from the Borrower a Notice of Borrowing with respect to such Advance (including the Borrowing Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.02;the terms of this Agreement. (b) immediately after the making of such Advance on the applicable Borrowing Date, each Coverage Test shall be satisfied (as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of Borrowing); (c) each of the The representations and warranties of the Borrower contained in Section 6.1 of this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Loan (except for those representations and or warranties already qualified or parts thereof that, by materiality or Material Adverse Effecttheir terms, which shall be true and correct) as of such Borrowing Date (except to the extent such representations and warranties expressly relate solely to any earlier a specific date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier specific date as if made on such dateand, except at any time after the Closing Date, the representations and warranties contained in Sections 6.1(j) and (k); (d) if a requested Advance is denominated in an Agreed Foreign Currency), before and after giving effect to such AdvanceLoan, and to the aggregate outstanding principal balance of all Advances denominated in such currency shall not exceed the Aggregate Principal Balance of all Eligible Collateral Loans denominated in such currency by more than 10% application of the Aggregate Principal Balance proceeds therefrom, as though made on and as of all Eligible Collateral Loans denominated in such currency;date. (ec) no Default, No Default or Event of Default or Collateral Manager Replacement Event shall have occurred and be continuing at or would result from such Loan. (d) The Administrative Agent having received satisfactory evidence that (i) an aggregate principal amount outstanding under the time Existing Credit Agreement shall have been repaid (or the proceeds of the making Loans shall be applied to pay an aggregate principal amount under the Existing Credit Agreement) in the principal amount of the Loans being requested on the date of such Advance or Loan and, if all outstanding amounts under the Existing Credit Agreement are being repaid in full, the Existing Credit Agreement shall result upon have been terminated and (ii) satisfactory arrangements shall have been made for the making termination of all liens granted in connection with the amounts being repaid under the Existing Credit Agreement and, if all outstanding amounts under the Existing Credit Agreement are being repaid in full, all liens granted in connection with the Existing Credit Agreement shall have been terminated. (e) The Administrative Agent having received general mortgage bonds in an aggregate principal amount equal to at least the aggregate principal amount of the Loans being requested on the date of such Advance; andLoan and an opinion of counsel to the Borrower, in form and substance reasonably satisfactory to the Administrative Agent, in respect of the Collateral, and all documents and instruments required to create a perfected security interest therein, prior and superior in right to any other Person, shall have been executed and be in proper form for filing. (f) Each of the Reinvestment Period giving of any applicable Notice of Borrowing or the acceptance by the Borrower of the proceeds of each Borrowing shall not constitute a representation and warranty by the Borrower that on the date of such Loan that the conditions contained in this Section 5.2 have terminatedbeen satisfied.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make each Advance to be made by it (including the initial Advance) on each Borrowing Date shall be subject to the fulfillment of the following conditions; provided that the conditions described in clauses (bc) and (cd) (other than a Default or Event of Default described in Sections 6.01(c) or (f) or in Sections 6.02(c6.03(c), (e) or (f)) below need not be satisfied if the proceeds of the Borrowing are used to fund Revolving Collateral Loans or Delayed Drawdown Collateral Loans then owned by the Borrower or to settle trades committed to by the Borrower prior to the end of the Reinvestment Period or to fund the Revolving Reserve Account to the extent required under Section 8.04; and this Section 3.02 shall not apply with respect to any Swingline Refinancing AdvancesPeriod: (a) the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance (including the Borrowing Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.02; (b) immediately after the making of such Advance on the applicable Borrowing Date, each Coverage Test shall be satisfied (satisfied, as demonstrated on the Borrowing Base Calculation Statement and attached to such Notice of Borrowing); (c) each of the representations and warranties of the Borrower and the Collateral Manager contained in this Agreement shall be true and correct in all material respects (except for representations and warranties already qualified by materiality or Material Adverse Effect, which shall be true and correct) as of such Borrowing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date); (d) if a requested Advance is denominated in an Agreed Foreign Currency, after giving effect to such Advance, the aggregate outstanding principal balance of all Advances denominated in such currency shall not exceed the Aggregate Principal Balance of all Eligible Collateral Loans denominated in such currency by more than 10% of the Aggregate Principal Balance of all Eligible Collateral Loans denominated in such currency; (e) no Default, Default or Event of Default or Collateral Manager Replacement Event shall have occurred and be continuing at the time of the making of such Advance or shall result upon the making of such Advance; and (fe) the Reinvestment Period such Advance shall not have terminatedcause the aggregate principal amount of Advances outstanding hereunder to increase by more than $50,000,000 during the 32-day period ending on the related Borrowing Date of such Advance unless otherwise approved by the Administrative Agent in its sole discretion.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make each Advance to be made by it (including the initial Advance) on each Borrowing Date shall be subject to the fulfillment satisfaction or waiver by the Administrative Agent of the following conditions; provided that the conditions described in clauses (b) and (c) (other than a Default or Event of Default described in Sections 6.01(c) or (f) or in Sections 6.02(c), (e) or (f)) below need not be satisfied if the proceeds of the Borrowing are used to fund Revolving Collateral Loans or Delayed Drawdown Collateral Loans then owned by the Borrower or to settle trades committed to by the Borrower prior to the end of the Reinvestment Period or to fund the Revolving Reserve Account to the extent required under Section 8.04; and this Section 3.02 shall not apply with respect to any Swingline Refinancing Advancesprecedent: (a) the Administrative Agent and each Funding Agent shall have received a Notice of Borrowing Request for Advance with respect to such Advance (including the Borrowing Base Calculation Statement Certificate attached thereto, all duly completedthereto demonstrating compliance with the Borrowing Base Test as of the date of such Request for Advance) delivered in accordance with Section 2.02; (b) the Commitment Termination Date has not occurred; (c) immediately after the making of such Advance on the applicable Borrowing Date, each Coverage Test the aggregate outstanding Aggregate Loan Amount shall be satisfied less than or equal to the lesser of the Commitment Amount and the Borrowing Base at such time (as demonstrated on in the Borrowing Base Calculation Statement calculations attached to such Notice of Borrowingthe applicable Request for Advance); (cd) each of the representations and warranties of the Borrower contained in this Agreement the Facility Documents shall be true and correct in all material respects (except for representations and warranties already qualified by materiality or Material Adverse Effect, which shall be true and correct) as of such Borrowing Date Date, including, without limitation, representations and warranties with respect to the Collateral Receivables as of such date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date); (d) if a requested Advance is denominated in an Agreed Foreign Currency, after giving effect to such Advance, the aggregate outstanding principal balance of all Advances denominated in such currency shall not exceed the Aggregate Principal Balance of all Eligible Collateral Loans denominated in such currency by more than 10% of the Aggregate Principal Balance of all Eligible Collateral Loans denominated in such currency; (e) no Servicer Default, Event of Default Default, Unmatured Event of Default, Early Amortization Event or Collateral Manager Replacement Event Borrowing Base Deficiency (as demonstrated in the calculations attached to the applicable Request for Advance) shall have occurred and be continuing at the time of the making of such Advance or shall result upon the making of such Advance; and; (f) the Reinvestment Period Custodian shall not have terminated.received the Custodial Deliverables with respect to each Receivable included in the calculation of the Borrowing Base in relation to such applicable Advance; and (g) receipt by the Administrative Agent, the Funding Agents and Lenders of an updated list of Collateral Receivables and Data File as of the date of such Advance. WEIL:\99621584\14\35899.0654

Conditions Precedent to Each Borrowing. The obligation of each Lender to make each Advance to be made by it (including the initial Advance) on each Borrowing Date shall be subject to the fulfillment of the following conditions; provided that the conditions described in clauses (bc) and (cd) (other than a Default or Event of Default described in Sections 6.01(c) or (f) or in Sections 6.02(c6.03(c), (e) or (f)) below need not be satisfied if the proceeds of the Borrowing are used to fund Revolving Collateral Loans or Delayed Drawdown Collateral Loans then owned by the Borrower or to settle trades committed to by the Borrower prior to the end of the Reinvestment Period or to fund the Revolving Reserve Account on or prior to the Commitment Termination Date to the extent required under Section 8.04; and this Section 3.02 shall not apply with respect to any Swingline Refinancing Advances: (a) the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance (including the Borrowing Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.02; (b) immediately after the making of such Advance on the applicable Borrowing Date, each Coverage Test shall be satisfied (satisfied, as demonstrated on the Borrowing Base Calculation Statement and attached to such Notice of Borrowing); (c) each of the representations and warranties of the Borrower and the Collateral Manager contained in this Agreement shall be true and correct in all material respects (except for representations and warranties already qualified by materiality or Material Adverse Effect, which shall be true and correct) as of such Borrowing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date); (d) if a requested Advance is denominated in an Agreed Foreign Currency, after giving effect to such Advance, the aggregate outstanding principal balance of all Advances denominated in such currency shall not exceed the Aggregate Principal Balance of all Eligible Collateral Loans denominated in such currency by more than 10% of the Aggregate Principal Balance of all Eligible Collateral Loans denominated in such currency; (e) no Default, Default or Event of Default or Collateral Manager Replacement Event shall have occurred and be continuing at the time of the making of such Advance or shall result upon the making of such Advance; (e) such Advance shall not cause the aggregate principal amount of Advances outstanding hereunder to increase by more than $50,000,000 during the 32-day period ending on the related Borrowing Date of such Advance unless otherwise approved by the Administrative Agent in its sole discretion; and (f) immediately after the Reinvestment Period making of such Advance on the applicable Borrowing Date, each Portfolio Quality Test shall be satisfied, or if any such test is not have terminatedsatisfied, such test shall be maintained or improved after giving effect to such Advance and any related purchase of Loans.