Common use of Advances Clause in Contracts

Advances. If, for any reason in the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration of the Fund's assets pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9.

Advances. If, for any reason in the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration of the Fund's assets pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), the Fund hereby does: 7.6.1 acknowledge that the Fund shall have no right or title to any Investments purchased with such Advance save a right to receive such Investments upon: (a) the debit of the Principal or Agency Account; or, (b) if such debit would produce an overdraft in such account, other reimbursement of the associated Advance; 7.6.2 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstandingall Investments; and, 7.6.2 7.6.3 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such all Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign the security interest and any other rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series any Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets financial assets credited to Securities Accounts securities accounts under Articles 8 and 9 of the UCCUniform Commercial Code (1997). Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary securities intermediary under such Articles 8 and 9.

Advances. If, for any reason in the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration of the Fund's assets pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9.. 38362-4 11/22/2016

Advances. IfA. The Company, for any reason in the conduct without requiring a preliminary determination of its safekeeping duties pursuant to Section 5 hereof indemnification, shall advance all reasonable Expenses incurred by or its administration on behalf of the Fund's assets pursuant to Section 6 hereofIndemnitee in connection with any Proceeding in which Indemnitee may be involved including as a party, a witness or otherwise, by reason of Indemnitee’s Corporate Status, within twenty (20) days after the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit receipt by the Company of a statement from the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed Indemnitee requesting such advance from time to time, whether prior to or after final disposition of such Proceeding. Such statement shall reasonably evidence the Expenses incurred by the Indemnitee. B. Notwithstanding Paragraph 4(A) above, the Company shall not advance any Expenses incurred by or on behalf of the Indemnitee as security a result of any Proceeding unless all of the following conditions are satisfied: i. the Indemnitee has provided the Company with a written affirmation of the Indemnitee’s good faith belief that the standard of conduct necessary for such Advanceindemnification as authorized by the MGCL, such security interest to be effective only as long as such Advance remain outstandingthe Charter and the Bylaws has been met; and, 7.6.2 agree ii. the Indemnitee has provided a written undertaking by or on behalf of Indemnitee, in form and substance reasonably acceptable to the Company, to repay to the Company the funds or portion thereof advanced to the Indemnitee relating to any claims, issues or matters in the Proceeding as to which it shall be finally determined that the Custodian may secure the resulting Advance standard of conduct has not been met and which have not been successfully resolved as described in Paragraph 4(D) below. C. The undertaking required by perfecting a this Article IV shall be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without any requirement to post security interest in such Investments under Applicable Lawtherefor. The Custodian shall promptly notify the Fund At Indemnitee’s request, advancement of any such Advances and the time at which such Advances must be repaid. Such Advances Expense shall be deemed a loan payable on demand, bearing interest at the rate customarily charged made by the Custodian Company’s direct payment of such Expenses instead of reimbursement of Indemnitee’s payment of such Expenses. D. Without limiting the indemnification obligations set forth in Article II, if Indemnitee is not wholly successful in any Proceeding covered by this Agreement, but is successful, on similar loansthe merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee under this Article IV for all Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter, allocated on a reasonable and proportionate basis. Neither For purposes of this Paragraph 4(D) and without limitation, the Custodian nor termination of any Subcustodian claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder successful result as to such Subcustodian claim, issue or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9matter.

Advances. IfNo Lender shall be responsible for the failure or delay by any other Lender in its obligation to make its ratable share of a borrowing hereunder; provided, for however, that the failure of any reason in the conduct Lender to fulfill its obligations hereunder shall not relieve any other Lender of its safekeeping duties pursuant obligations hereunder. Unless the Agent shall have been notified by any Lender prior to Section 5 hereof or the date of any requested borrowing that such Lender does not intend to make available to the Agent its administration ratable share of the Fund's assets pursuant such borrowing to Section 6 hereofbe made on such date, the Custodian or Agent may assume that such Lender has made such amount available to the Agent on the date of such borrowing, and the Agent in reliance upon such assumption, may (in its sole discretion but without any Subcustodian advances monies obligation to facilitate settlement or otherwise for benefit of do so) make available to the Fund (whether or Borrower a corresponding amount. If such corresponding amount is not any Principal or Agency Account in fact made available to the Agent, the Agent shall be overdrawn either duringable to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Agent's demand therefor, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall Agent will promptly notify the Fund of any such Advances Borrower, and the time at which Borrower shall immediately pay such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies corresponding amount to the Fund, and in Agent. The Agent shall also be entitled to recover from the event that such Advance occurs, any transaction giving rise to an Advance shall be for Lender or the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assigneeBorrower, as the case may be, shall be entitled interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Agent to utilize the available cash balance in Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments rate for the applicable borrowing pursuant to the extent necessary to recover payment Notice of all principal of, Borrowing and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to (ii) from a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts under Articles 8 and 9 of Lender at the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9Federal Funds Rate.

Advances. If, for any reason in the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration of the Fund's assets pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), the Fund hereby does: 7.6.1 acknowledge that the Fund shall have no right or title to any Investments purchased with such Advance save a right to receive such Investments upon: (a) the debit of the Principal or Agency Account; or, (b) if such debit would produce an overdraft in such account, other reimbursement of the associated Advance; 7.6.2 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstandingall Investments; and, 7.6.2 7.6.3 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such all Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign the security interest and any other rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series any Agency or Principal Account and to dispose of any agreed upon Investments Property to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets financial assets credited to Securities Accounts securities accounts under Articles 8 and 9 of the UCCUniform Commercial Code as adopted in New York. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary securities intermediary under such Articles 8 and 9.

Advances. If, Following receipt of a Loan Notice for any reason in the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration of the Fund's assets pursuant to Section 6 hereofa Facility, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian Administrative Agent shall promptly notify each Appropriate Lender of the Fund amount of its Applicable Percentage under such Facility of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Appropriate Lender of the details of any automatic conversion to Base Rate Loans or continuation of Revolving Loans denominated in an Alternative Currency, in each case as described in Section 2.02(a). In the case of a Borrowing denominated in Dollars, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in Dollars in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Loan Notice. In the case of a Borrowing denominated in an Alternative Currency, each Alternative Currency Tranche Revolving Lender shall make the amount of its Loan available to the Administrative Agent in the applicable Alternative Currency in Same Day Funds at the Administrative Agent’s Office not later than the Applicable Time specified by the Administrative Agent on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is an initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of the Administrative Agent with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided, however, that if, on the date a Loan Notice with respect to a Revolving Borrowing is given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Revolving Borrowing, first, shall be applied to the payment in full of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the FundL/C Borrowings, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may besecond, shall be entitled to utilize the made available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated Borrower as Financial Assets credited to Securities Accounts under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9provided above.

Advances. IfOn the terms and conditions hereinafter set forth, for the Borrower may at its option, by delivery of a Notice of Borrowing to the Administrative Agent and each Lender Agent, from time to time on any reason in Business Day from the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration Closing Date until the end of the Fund's assets pursuant Revolving Period (but in no event more than 2 times per calendar week), request that the Lenders make Advances to it in an amount which after giving effect to such Advances, would not cause the aggregate Advances Outstanding to exceed the Maximum Availability on such date; provided that with respect to an Advance proposed to be funded in connection with the addition of a Loan Asset to the Collateral Portfolio, such Advance resulted in, or results in, Collateral Quality Improvement, determined as of the CQI Advance Determination Date. Such Advances shall be used for the purposes contemplated in Section 6 5.02(h) hereof. Upon receipt of such Notice of Borrowing, the Custodian Lender Agent for each Lender Group containing one or more Conduit Lenders shall notify the Conduit Lenders in its Lender Group of the requested Advance, and such Conduit Lenders may, in their sole discretion, agree or decline to make the Advance. If any Conduit Lender declines to make all or any Subcustodian advances monies to facilitate settlement or otherwise part of a proposed Advance, the Lender Agent for benefit such Conduit Lender shall so notify the Liquidity Banks in its Lender Group and the applicable portion of the Fund Advance shall be made by such Liquidity Banks in accordance with their ratable shares of the Group Advance Limit for their Lender Group. Under no circumstances shall any Conduit Lender make any Advance or shall any Liquidity Bank or any Institutional Lender be required to make any Advance if after giving effect to such Advance and the addition to the Collateral Portfolio of the Eligible Loan Assets being acquired by the Borrower using the proceeds of such Advance, (i) an Event of Default has occurred and is continuing or would result therefrom or an Unmatured Event of Default exists or would result therefrom or (ii) the aggregate Advances Outstanding would exceed the Maximum Availability. Notwithstanding anything contained in this Section 2.01 or elsewhere in this Agreement to the contrary, (A) no Liquidity Bank shall be obligated to make any Advance in an amount that would, after giving effect to such Advance, exceed such Liquidity Bank’s Commitment less the sum of (x) the aggregate outstanding amount of any Advances funded by such Liquidity Bank under such Liquidity Bank’s Liquidity Agreement plus (y) such Liquidity Bank’s ratable share of the aggregate outstanding Advances made by the Conduit Lenders in such Liquidity Bank’s Lender Group (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Dayportion thereof has been assigned under a Liquidity Agreement), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to timeB) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian no Institutional Lender shall be obligated to advance monies make any Advance in an amount that would, after giving effect to such Advance, exceed such Institutional Lender’s Commitment less the Fundaggregate outstanding amount of any Advances funded by such Institutional Lender, and (C) no Conduit Lender shall make any Advance in an amount that would, after giving effect to such Advance, result in the event that aggregate Advances then funded by all of the Conduit Lenders in a Lender Group exceeding the Group Advance Limit for such Lender Group then in effect and (D) no Conduit Lender shall make any Advance occurs, any transaction giving rise to an Advance and no Liquidity Bank or Institutional Lender shall be for required to make any Advance if after giving effect to such Advance, the account and risk aggregate amount of Advances Outstanding would exceed the Fund and shall not be deemed Maximum Availability. Each Advance to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts under Articles 8 and 9 of made ratably among the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9Lender Groups in accordance with their Group Advance Limits.

Advances. If, for any reason in the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration of the Fund's assets pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), the Fund hereby does: 7.6.1 acknowledge that the Fund shall have no right or title to any Investments purchased with such Advance save a right to receive such Investments upon: (a) the debit of the Principal or Agency Account; or, (b) if such debit would produce an overdraft in such account, other reimbursement of the associated Advance; 7.6.2 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for the extent of such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 7.6.3 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such all Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign the security interest and any other rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due or within 24 hours of receipt of a demand notice requesting payment of the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize utilize, upon prior notice to the Fund, the available cash balance in the applicable Series any Agency or Principal Account and to dispose of any agreed upon Investments Property to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets financial assets credited to Securities Accounts securities accounts under Articles 8 and 9 of the UCCUniform Commercial Code as adopted in New York. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary securities intermediary under such Articles 8 and 9.

Advances. If, for any reason in the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration of the Fund's assets pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9.. 38362-4 2/21/2018

Advances. If, for any reason in the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration of the Fund's assets pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), the Fund hereby does: 7.6.1 acknowledge that the Fund shall have no right or title to any Investments purchased with such Advance save a right to receive such Investments upon: (a) the debit of the Principal or Agency Account; or, (b) if such debit would produce an overdraft in such account, other reimbursement of the associated Advance; 7.6.2 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstandingall Investments; and, 7.6.2 7.6.3 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such all Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign the security interest and any other rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series any Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets financial assets credited to Securities Accounts securities accounts under Articles 8 and 9 of the UCCUniform Commercial Code (1997). Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary securities intermediary under such Articles 8 and 9.

Advances. IfNo Lender shall be responsible for the failure or delay by any other Lender in its obligation to make its ratable share of a borrowing hereunder; provided, for however, that the failure of any reason in the conduct Lender to fulfill its obligations hereunder shall not relieve any other Lender of its safekeeping duties pursuant obligations hereunder. Unless the Agent shall have been notified by any Lender prior to Section 5 hereof or the date of any requested borrowing that such Lender does not intend to make available to the Agent its administration ratable share of the Fund's assets pursuant such borrowing to Section 6 hereofbe made on such date, the Custodian or Agent may assume that such Lender has made such amount available to the Agent on the date of such borrowing, and the Agent in reliance upon such assumption, may (in its sole discretion but without any Subcustodian advances monies obligation to facilitate settlement or otherwise for benefit of do so) make available to the Fund (whether or Borrower a corresponding amount. If such corresponding amount is not any Principal or Agency Account in fact made available to the Agent, the Agent shall be overdrawn either duringable to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Agent’s demand therefor, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall Agent will promptly notify the Fund of any such Advances Borrower, and the time at which Borrower shall immediately pay such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies corresponding amount to the Fund, and in Agent. The Agent shall also be entitled to recover from the event that such Advance occurs, any transaction giving rise to an Advance shall be for Lender or the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assigneeBorrower, as the case may be, shall be entitled interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Agent to utilize the available cash balance in Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments rate for the applicable borrowing pursuant to the extent necessary to recover payment Notice of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to Borrowing or (ii) from a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts under Articles 8 and 9 of Lender at the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9Federal Funds Rate.

Advances. IfNo Lender shall be responsible for the failure or delay by any other Lender in its obligation to make its ratable share of a borrowing hereunder; provided, for however, that the failure of any reason in the conduct Lender to fulfill its obligations hereunder shall not relieve any other Lender of its safekeeping duties pursuant obligations hereunder. Unless the Agent shall have been notified by any Lender prior to Section 5 hereof or the date of any requested borrowing that such Lender does not intend to make available to the Agent its administration ratable share of the Fund's assets pursuant such borrowing to Section 6 hereofbe made on such date, the Custodian or Agent may assume that such Lender has made such amount available to the Agent on the date of such borrowing, and the Agent in reliance upon such assumption, may (in its sole discretion but without any Subcustodian advances monies obligation to facilitate settlement or otherwise for benefit of do so) make available to the Fund (whether or Borrower a corresponding amount. If such corresponding amount is not any Principal or Agency Account in fact made available to the Agent, the Agent shall be overdrawn either duringable to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Agent’s demand therefor, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall Agent will promptly notify the Fund of any such Advances Borrower, and the time at which Borrower shall immediately pay such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies corresponding amount to the Fund, and in Agent. The Agent shall also be entitled to recover from the event that such Advance occurs, any transaction giving rise to an Advance shall be for Lender or the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assigneeBorrower, as the case may be, shall be entitled interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Agent to utilize the available cash balance in Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments rate for the applicable borrowing pursuant to the extent necessary to recover payment Notice of all principal of, Borrowing and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to (ii) from a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts under Articles 8 and 9 of Lender at the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9Federal Funds Rate.

Advances. If(a) From time to time the Master Servicer (or the Trustee or the Special Servicer, for any reason to the extent provided in the conduct Lead Securitization Servicing Agreement) shall (i) make Servicing Advances with respect to the Mortgage Loan, subject to the terms of its safekeeping duties the Lead Securitization Servicing Agreement and this Agreement, and (ii) make P&I Advances on the Lead Securitization Note, if and to the extent provided in the Lead Securitization Servicing Agreement and this Agreement. The Master Servicer, the Special Servicer and the Trustee, as applicable, shall be entitled to reimbursement for a Servicing Advance, first from funds on deposit in the Collection Account for the Mortgage Loan that (in any case) represent amounts received on or in respect of the Mortgage Loan, and then, in the case of Nonrecoverable Servicing Advances, if funds on deposit in the Collection Account are insufficient and after allocation of such amounts first to the Note B Holder, from general collections of each Non-Lead Securitization, in respect of the related Non-Lead Note’s pro rata share of such nonrecoverable amounts allocated to Note A. The Master Servicer, the Special Servicer and the Trustee, as applicable, shall be entitled to reimbursement for Advance Interest on a Servicing Advance (including any Nonrecoverable Advance), pursuant to Section 5 hereof 3. Notwithstanding the foregoing, to the extent funds are not available pursuant to Section 3, and the Master Servicer, the Special Servicer or the Trustee, as applicable, obtains funds from general collections of the Lead Securitization as a reimbursement for a Nonrecoverable Advance or any Advance Interest on a Servicing Advance (including any Nonrecoverable Advance), each Non-Lead Note Holder (including any Securitization Trust into which a Non-Lead Note is deposited) other than the Note B Holder shall be required to, promptly following notice from the Master Servicer, reimburse the Lead Securitization for its pro rata share of such Nonrecoverable Advance or Advance Interest. In addition, each Non-Lead Note Holder (including, but not limited to, any Non-Lead Securitization trust into which such Non-Lead Note is deposited) other than the Note B Holders, shall be required to, promptly following notice from the Master Servicer, the Special Servicer or the Trustee, pay or reimburse the Lead Securitization for such Non-Lead Note Holder’s pro rata share of the portion allocated to Note A of any fees, costs or expenses incurred in connection with the servicing and administration of the Fund's assets Mortgage Loan as to which the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Depositor or CREFC® , as applicable, is entitled to be reimbursed pursuant to Section 6 hereofthe Lead Securitization Servicing Agreement and any costs, fees and expenses related to obtaining any Rating Agency Confirmation, to the extent amounts on deposit in the Collection Account are insufficient for reimbursement of such amounts and after allocation of such amounts first to Note B. In addition to the reimbursement obligations with respect to Advances (and Advance Interest) otherwise provided for in this Agreement, each Non-Lead Note Holder agrees to indemnify (as and to the same extent the Lead Securitization Trust is required to indemnify each of the following parties pursuant to the terms of the Lead Securitization Servicing Agreement) each of the Master Servicer, the Custodian Special Servicer, the Certificate Administrator, the Trustee and the Depositor (and any director, officer, employee or agent of any of the foregoing, to the extent such parties are identified as indemnified parties in the Lead Securitization Servicing Agreement) (the “Indemnified Parties”) against any claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with the servicing and administration of the Mortgage Loan and the Mortgaged Property under the Lead Securitization Servicing Agreement (collectively, the “Indemnified Items”) to the extent of its pro rata share of the portion allocated to the Note A of such Indemnified Items, and to the extent amounts on deposit in the Collection Account are insufficient for reimbursement of such amounts and after allocation of such amounts first to Note B, the related Non-Lead Note Holder shall be required to, promptly following notice from the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, reimburse each of the applicable Indemnified Parties for such pro rata share (including, if a Non-Lead Note has been included in a Non-Lead Securitization, from general collections or any Subcustodian advances monies other amounts from the related Non-Lead Securitization trust). (b) The master servicer or the trustee under the Securitization of any Non-Lead Note (each, a “Non-Lead Master Servicer”) may be required to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either duringmake P&I Advances on such Non-Lead Note, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) , subject to the terms of the servicing agreement for the related Securitization (each such agreement, a “Non-Lead Securitization Servicing Agreement”). The Master Servicer, the Special Servicer and the Trustee, as security for such Advanceapplicable, such security interest shall be entitled to make their own recoverability determination with respect to a P&I Advance to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree made on the Lead Securitization Note based on the information that they have on hand and in accordance with the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable LawLead Securitization Servicing Agreement. The Custodian Non-Lead Master Servicer and the special servicer and the trustee under any Non-Lead Securitization Servicing Agreement (respectively, a “Non-Lead Special Servicer” and a “Non-Lead Trustee”), as applicable, shall promptly be entitled to make their own recoverability determination with respect to a P&I Advance to be made on the related Non-Lead Note based on the information that they have on hand and in accordance with such Non-Lead Securitization Servicing Agreement. The Master Servicer and the Trustee, as applicable, and any Non-Lead Master Servicer and any Non-Lead Trustee, as applicable, shall be required to notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk other Holders of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for amount of its own account and risk. If P&I Advance within two (2) Business Days of making such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other personadvance. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereonMaster Servicer, the Custodian Special Servicer or its assigneethe Trustee, as applicable (with respect to the Lead Securitization Note) or a Non-Lead Master Servicer, a Non-Lead Special Servicer or a Non-Lead Trustee, as applicable (with respect to a Non-Controlling Note), determines that a proposed P&I Advance, if made, would be a Nonrecoverable Advance or an outstanding P&I Advance is or would be a Nonrecoverable Advance, or if the Master Servicer, the Special Servicer or the Trustee, as applicable, subsequently determines that a proposed Servicing Advance would be a Nonrecoverable Advance or an outstanding Servicing Advance is or would be a Nonrecoverable Advance, then the Master Servicer or the Trustee (as provided in the Lead Securitization Servicing Agreement, in the case of a determination of non-recoverability by the Master Servicer, the Special Servicer or the Trustee) or such Non-Lead Master Servicer or such Non-Lead Trustee (as provided in the related Non-Lead Securitization Servicing Agreement, in the case of a determination of non-recoverability by the Non-Lead Master Servicer, the Non-Lead Special Servicer or the Non-Lead Trustee) shall notify the Master Servicer and the Trustee, or such Non-Lead Master Servicer and such Non-Lead Trustee, as the case may be, within two (2) Business Days of making such determination. For the avoidance of doubt, no Non-Lead Note Holder shall be entitled required to utilize use general collections on the available cash balance other mortgage loans in the applicable Series Agency related Non-Lead Securitization trust to reimburse any P&I Advances or Principal Account any Nonrecoverable Advances that are P&I Advances on the Lead Securitization Note or any interest accrued and payable on such P&I Advances and Nonrecoverable Advances that are P&I Advances. (c) Notwithstanding any other provisions contained herein or in the Servicing Agreement to dispose the contrary, the Note B Holder shall not be required to reimburse the Note A Holders or any other Person for a payment of any agreed upon Investments REMIC or grantor trust taxes or Advances therefor or interest accrued thereon at the Advance Rate or for deficits in other items of disbursement or income resulting from the use of funds for payment of REMIC or grantor trust taxes (other than such Note B Holder’s pro rata share (based on its Note B Percentage Interest) of taxes imposed in connection with the grantor trust created pursuant to this Agreement)), nor shall any disbursement or payment otherwise distributable to the extent necessary Note B Holder be reduced to recover offset or make up any such payment of all principal of, and interest on, such Advance in full. The Custodian may assign or deficit or any rights it has hereunder fees payable to a Subcustodian any Trustee or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts Certificate Administrator under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9Servicing Agreement.

Advances. If, for any reason in the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration of the FundTrust's assets pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund Trust (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund the Trust hereby doesdoes only against the reimbursement of the amount of such advance: 7.6.1 acknowledge that the Trust shall have no right or title to any Investments purchased with such Advance save a right to receive such Investments upon: (a) the debit of the Principal or Agency Account; or, (b) if such debit would produce an overdraft in such account, other reimbursement of the associated Advance; 7.6.2 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstandingall Investments; and, 7.6.2 7.6.3 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such all Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the FundTrust, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund Trust and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign the security interest and any other rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund Trust shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series any Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets financial assets credited to Securities Accounts securities accounts under Articles 8 and 9 of the UCCUniform Commercial Code (1997). Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary securities intermediary under such Articles 8 and 9.

Advances. If, for any reason in the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration of the Fund's assets pursuant to Section 6 hereof, connection with this Agreement the Custodian or any Subcustodian advances monies makes an Advance to facilitate settlement or otherwise for the benefit of the a Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund the Trust, on behalf of any such Fund, hereby does: 7.6.1 acknowledge that the Fund shall have no right or title to any Investments purchased with such Advance or proceeds of such Investments, and that any credit to the account of the Fund shall be provisional until: (a) the debit of the Principal or Agency Account by the Custodian for an amount equal to Advance Costs and/or, (b) if such debit would produces an overdraft in such account, reimbursement to the Custodian or Subcustodian for the amount of such overdraft; 7.6.2 acknowledge that the Custodian has automatically perfected statutory security interest in Investments purchased with any such Advance pursuant to Section 9-206 of the Uniform Commercial Code as in effect in the State of New York from time to time; 7.6.3 in addition, in order to secure the obligations of the Fund to pay or perform any and all obligations of the Fund pursuant to this Agreement, including without limitation to repay any Advance made pursuant to this Agreement grant to the Custodian a continuing security interest in certain Investments and proceeds thereof (as mutually agreed from time defined in the Uniform Commercial Code as currently in effect in the State of New York); and agree to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 take and agree that the Custodian may secure take, in respect of the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of referenced above, any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by further actions that the Custodian on similar loansmay reasonably require. Neither the Custodian nor any Subcustodian shall be obligated to advance monies make any Advance or to allow an Advance to occur to the Fund, and in the event that the Custodian or any Subcustodian does make or allow an Advance, any such Advance occurs, and any transaction giving rise to an such Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made or allowed by a Subcustodian or any other person, the Custodian may assign all or part of its security interest referenced above and any other rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay the Advance Costs when due the principal balance of an Advance and accrued and unpaid interest thereondue, the Custodian or its assignee, as the case may be, shall be entitled to utilize a portion of the available cash balance in the applicable Series any Agency or Principal Account equal to such Advance Costs, and the Fund authorizes the Custodian to pay an amount equal to such Advance Costs irrevocably to such Subcustodian or other person, and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, make such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third partypayment. Any security interest in Investments taken hereunder and funds credited to accounts subject to this Agreement created pursuant hereto shall be treated as Financial Assets financial assets credited to Securities Accounts securities accounts under Articles 8 and 9 of the UCCUniform Commercial Code as in effect in the State of New York from time to time. Accordingly, the Custodian and any Subcustodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary securities intermediary under such Articles 8 and 9.

Advances. If, for any reason in the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration of the Fund's assets pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, Advance such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9.

Advances. IfSubject to CitiCapital's discretion and the restrictions contained in this Agreement, for any reason in the conduct of its safekeeping duties Borrower may request and receive a loan or advance pursuant to Section 5 hereof or its administration this Agreement at any time when the aggregate outstanding advances to Borrower hereunder are less than the then specified Line of the Fund's assets pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable LawCredit. The Custodian shall promptly notify the Fund minimum amount of any such Advances and advance is $100,000. CitiCapital will remit advances pursuant to the time at which such Advances Line of Credit by wire transfer or automated clearinghouse payment. All proceeds of any loan or advance made by CitiCapital to or on behalf of Borrower under this Agreement must be repaidused by Borrower in the continued operation of Borrower's business solely for internal business purposes and not for payment of dividends, loans, or acquisitions by any entity other than the Borrower. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall CitiCapital will in no event be obligated to make any loan or advance monies to or for the benefit of Borrower if (a) Borrower is then or has in the past been in default under the terms of this Agreement or any other agreement between Borrower and CitiCapital or between Borrower and any affiliate of CitiCapital, (b) guarantor, if any, terminates or attempts to terminate its guaranty of the obligations of Borrower, (c) the requested loan or advance would increase the amount outstanding under this Agreement to an amount in excess of the applicable Line of Credit on the date the loan or advance is made, (d) CitiCapital has not received a written request for such advance in form and content acceptable to CitiCapital and signed by an authorized officer or employee of Borrower by 12:00 p.m. one day prior to the Fundrequested funding date of such advance, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance or (e) there shall have been made by a Subcustodian material adverse change in the financial condition of Borrower or any other person, guarantor from the Custodian may assign any rights granted to Closing Date. All of Borrower's representations and warranties must be true and accurate on the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose date of any agreed upon Investments to advance and the extent necessary to recover payment request for any such advance will constitute a re-issuance of all principal of, such representations and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts under Articles 8 and 9 warranties by Borrower on the date of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9advance.

Advances. IfSubject to the prior satisfaction of all other applicable conditions to the making of an Advance set forth in this Agreement, for any reason in to obtain an Advance, Borrower shall notify Bank (which notice shall be irrevocable) by electronic mail, facsimile, or telephone by 12:00 p.m. Eastern time on the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration Funding Date of the Fund's assets pursuant Advance. Together with any such electronic or facsimile notification, Borrower shall deliver to Section 6 hereof, Bank by electronic mail or facsimile a completed Payment/Advance Form executed by a Responsible Officer or his or her designee. Bank may rely on any telephone notice given by a person whom Bank believes is a Responsible Officer or designee. Bank shall credit Advances to the Custodian Designated Deposit Account. Bank may make Advances under this Agreement based on instructions from a Responsible Officer or any Subcustodian advances monies his or her designee or without instructions if the Advances are necessary to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account meet Obligations which have become due.” 8 The Loan Agreement shall be overdrawn either during, or amended by inserting the following text to appear at the end ofof Section 4.1 (Grant of Security Interest) thereof: “Borrower acknowledges that it previously has entered, any Business Day)and/or may in the future enter, Fund hereby does: 7.6.1 grant to into Bank Services Agreements with Bank. Regardless of the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund terms of any such Advances and the time at which such Advances must be repaid. Such Advances Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any first priority perfected security interest in Investments taken hereunder the Collateral granted herein (subject only to Permitted Liens that expressly have superior priority to Bank’s Lien in this Agreement). In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, then on such date Borrower shall provide to Bank cash collateral in an amount equal to (i) one hundred five percent (105.0%) of the face amount of all such Letters of Credit denominated in Dollars and (ii) one hundred ten percent (110.0%) of the Dollar Equivalent of the face amount of all such Letters of Credit denominated in a Foreign Currency plus, in each case, all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.” 9 The Loan Agreement shall be treated amended by inserting the following provision to appear as Financial Assets credited Section 6.10 (Access to Securities Accounts under Articles 8 Collateral; Books and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9.Records) thereof:

Advances. If, for any reason in the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration of the Fund's assets pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), the Fund hereby does: 7.6.1 acknowledge that the Fund shall have no right or title to any Investments purchased with such Advance save a right to receive such Investments upon: (a) the debit of the Principal or Agency Account; or, (b) if such debit would produce an overdraft in such account, other reimbursement of the associated Advance; 7.6.2 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstandingall Investments; and, 7.6.2 7.6.3 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such all Investments under Applicable Law. The Custodian With respect to obligations and liabilities that occur to each Series, such obligations and liabilities shall promptly notify apply only to the Fund of respective Series and not to any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loansother Series. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign the security interest and any other rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereonthereon and after five (5) business days notice to the Fund from the Custodian that such balance is due, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series any Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets financial assets credited to Securities Accounts securities accounts under Articles 8 and 9 of the UCCUniform Commercial Code (1997), as amended from time to time. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary securities intermediary under such Articles 8 and 9.

Advances. If, for any reason in the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration of the Fund's ’s assets pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the ofthe Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), the Fund hereby does: 7.6.1 acknowledge that the Fund shall have no right or title to any Investments purchased with such Advance save a right to receive such Investments upon: (a) the debit of the Principal or Agency Account; or, (b) if such debit would produce an overdraft in such account, other reimbursement of the associated Advance; 7.6.2 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstandingall Investments; and, 7.6.2 7.6.3 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such all Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign the security interest and any other rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series any Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets financial assets credited to Securities Accounts securities accounts under Articles 8 and 9 of the UCCUniform Commercial Code (1997). Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary securities intermediary under such Articles 8 and 9.

Advances. If(a) Subject to the terms and conditions of this Agreement, for any reason Lender agrees to make advances to Borrowers in an amount not to exceed the Maximum Amount over the term of the loan. Such advances shall be made on the Interim Order Entry Date and not more than once each calendar week thereafter in such amounts equal to the difference of: (i) the amounts of expenses projected in the conduct Budget, not to exceed such amounts set forth in the Budget for the period that the particular request is made, less (ii) cash actually in Borrowers’ possession as of its safekeeping duties the date of the advance request by Borrowers, after subtracting (x) all cash constituting security for Permitted Encumbrances (as defined in the Purchase Agreement), and (y) cash required to cover checks issued in prior periods but not yet honored. (b) Lender shall have no obligation to make any advances after June 28, 2005 unless and until the Bidding Procedure Order is entered by the Bankruptcy Court on or before such date, or such future date as may agreed in writing between Lender and Borrowers. (c) Lender shall have no obligation to make advances hereunder to the extent they would cause the outstanding Obligations under the Loan to exceed the Maximum Amount. (d) Lender is authorized to make advances under this Agreement based upon telephonic or other instructions received from anyone purporting to be an Authorized Officer of Borrowers or, without instructions, if pursuant to Section 5 hereof or its administration 2.4(d). Borrowers agree to establish and maintain a single designated deposit account for the purpose of receiving the proceeds of the Fund's assets pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or requested by Borrowers and made by Lender hereunder. Unless otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end ofagreed by Lender and Borrowers, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance advance requested by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances Borrowers and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken Lender hereunder shall be treated made to such designated deposit account. (e) Lender may at any time, at its discretion, make one or more advances hereunder to fund the Carve Out Reserve Fund (as Financial Assets credited such term is defined in the Bankruptcy Court Orders). (f) Amounts borrowed pursuant to Securities Accounts under Articles 8 and 9 of the UCC. Accordinglythis Section 2.1 may be repaid and, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under upon such Articles 8 and 9repayment, such amounts may not be reborrowed.

Advances. If, for any reason in the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration of the Fund's assets pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Daybusiness day), the Fund hereby does: 7.6.1 acknowledge that the Fund shall have no right or title to any Investments purchased with such Advance save a right to receive such Investments upon: (a) the debit of the Principal or Agency Account; or, (b) if such debit would produce an overdraft in such account, other reimbursement of the associated Advance; 7.6.2 grant to the Custodian a continuing security interest in certain all Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstandingof the particular Fund; and, 7.6.2 7.6.3 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such all Investments of the particular Fund under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign the security interest and any other rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series any Agency or Principal Account and to dispose of any agreed upon Investments of the particular Fund to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. Before disposing of any Investments as is necessary to meet the Fund's obligation under an Advance, the Custodian shall inform the Fund's Investment Adviser and dispose of those Investments designated by the Investment Adviser as the Investments to be used to meet the Fund's obligation under the Advance. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets financial assets credited to Securities Accounts securities accounts under Articles 8 and 9 of the UCCUniform Commercial Code (1997). Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary securities intermediary under such Articles 8 and 9.

Advances. IfPrior to the date on which payment of the Purchase Price of any Factored Account we deem to be eligible is due hereunder, for any reason we may, in our sole and absolute discretion, at your request make an advance to you (an "Advance" herein) against the Purchase Price in an amount up to the percentage (the “Advance Rate”) specified in the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration Term Sheet of the Fund's assets pursuant to Section 6 hereofnet amount of such Factored Account, less any reserves we may have established against it; provided, however, that the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit aggregate principal amount of the Fund Advances at any one time outstanding shall in no event exceed the Maximum Availability specified in the Term Sheet. In determining whether a Factored Account is eligible for Advances hereunder (whether or not any Principal or Agency Account which determination shall be overdrawn either duringmade in our sole and absolute discretion) we may take into account the creditworthiness of the Account Debtor, or payment terms, payment history, dilution, concentration, and such other factors and circumstances as we may deem appropriate in our sole and absolute discretion. We shall have the right to establish and maintain at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed time and from time to time) time such reserves against Factored Accounts as security for such Advancewe in our sole and absolute discretion may deem necessary. For any Advances made by us to you hereunder, such security interest you shall pay to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing us interest at the per annum rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and set forth in the event that such Advance occursTerm Sheet and computed in accordance with Paragraph 9 of this Agreement. In making Advances to you, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, we shall be entitled to utilize rely upon your continuing warranty and representation that no Advance will be requested if you contemplate filing any petition for relief under the available cash balance Bankruptcy Code or any other insolvency law. At our request, all, returned, reclaimed or repossessed merchandise, inventory or goods related to any Factored Accounts shall be set aside by you, marked with our name and held in trust for us as owner and assignee. If we so elect, you will deliver such goods to us or sell same for our account. We shall however have the applicable Series Agency right to sell or Principal Account and to otherwise dispose of any agreed upon Investments such goods on terms acceptable to us without notice to you, or if notice is required by law, five (5) days notice shall constitute reasonable notification. You agree to make your records, files and books of account available to us on request, and to allow us to visit your premises during normal business hours to examine such records, files and books of account and to make copies or extracts thereof, and to allow us to conduct such examinations as we deem necessary. In the ordinary course, remittances received from Account Debtors shall be applied as specified by the Account Debtor, and if not specified shall be applied first to the extent necessary oldest invoices due from such Account Debtor; provided, however, as to recover payment any Account Debtor financially unable to pay at the maturity of any Approved Factored Accounts, if we shall have Credit Approved only a portion of the indebtedness due or to become due from such Account Debtor, all principal ofremittances, and interest ondistributions, such Advance insolvency dividends, recoveries or other payments thereafter received, whether made in full. The Custodian may assign any rights it has hereunder to a Subcustodian the ordinary course or third party. Any security interest in Investments taken hereunder otherwise, shall be treated as Financial Assets credited applied first to Securities Approved Factored Accounts under Articles 8 and 9 of then to the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9Accounts we did not Credit Approve.

Advances. If, for any reason in the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration of the FundTrust's assets pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund Trust (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund the Trust hereby does: 7.6.1 acknowledge that the Trust shall have no right or title to any Investments purchased with such Advance save a right to receive such Investments upon: (a) the debit of the Principal or Agency Account; or, (b) if such debit would produce an overdraft in such account, other reimbursement of the associated Advance; 7.6.2 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstandingall Investments; and, 7.6.2 7.6.3 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such all Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the FundTrust, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund Trust and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign the security interest and any other rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund Trust shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series any Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets financial assets credited to Securities Accounts securities accounts under Articles 8 and 9 of the UCCUniform Commercial Code (1997). Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary securities intermediary under such Articles 8 and 9.

Advances. If(a) Subject to the terms and conditions of this Agreement, for any reason each Lender severally agrees to make Committed Loans (other than Swing Loans) prior to the Maturity Date to the Borrower not to exceed an amount (in the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration of the Fund's assets pursuant to Section 6 hereofaggregate, the Custodian or “Commitment”) at any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant one time outstanding equal to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that difference between the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances Lender’s Lender Commitment and the time at which Lender’s Revolving Credit Exposure. Each such Advances must be repaid. Such Advances request for a Committed Loan by Borrower shall be deemed a loan payable on demandrequest for a Committed Loan from each Lender equal to such Lender’s Percentage of the aggregate amount so requested, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian and such aggregate amount shall be obligated in an amount at least equal to advance monies $1,000,000.00 and equal to a multiple of $100,000.00, or the difference between the Commitment and the aggregate Revolving Credit Exposures, whichever is less. Each repayment of the Committed Loans shall be deemed a repayment of each Lender’s Committed Loan equal to such Lender’s Percentage of the amount so repaid. The obligations of the Lenders hereunder are several and not joint, and the preceding two sentences will give rise to certain inappropriate results if special provisions are not made to accommodate the failure of a Lender to fund a Committed Loan as and when required by this Agreement; therefore, notwithstanding anything herein to the Fundcontrary, (A) no Lender shall be required to make Committed Loans at any one time outstanding in excess of such Lender’s Percentage of the Commitment, and (B) if a Lender fails to make a Committed Loan as and when required hereunder and Borrower subsequently makes a repayment on the Committed Loans, such repayment shall be split among the non-defaulting Lenders ratably in accordance with their respective Percentages until each Lender has its Percentage of all of the event that outstanding Committed Loans, and the balance of such Advance occursrepayment shall be divided among all of the Lenders in accordance with their respective Percentages. Notwithstanding the foregoing, any transaction giving rise to an Advance borrowings and payments of Swing Loans shall be for JPMC’s own account. The Loans (other than Swing Loans) shall be evidenced by the Notes substantially in the form of Exhibit C attached hereto. The Borrower, the Agent and the Lenders agree that Chapter 346 of the Texas Finance Code shall not apply to this Agreement, the Notes or any Loan. (b) The Borrower shall give the Agent notice of each borrowing of a Committed Loan to be made hereunder as provided in Section 3.1, and the Agent shall deliver same to each Lender promptly thereafter. Not later than 12:00 noon, New York, New York time, on the date specified for each such borrowing of a Committed Loan hereunder other than Swing Loans, each Lender shall make available the amount of the Loan, if any, to be made by it on such date to the Agent at the Agent’s principal office in Table of Contents New York, New York, in immediately available funds, for the account and risk of the Fund Borrower. Such amounts received by the Agent will be held in Agent’s general ledger account. The amounts so received by the Agent shall, subject to the terms and conditions of this Agreement, be made available to the Borrower by wiring or otherwise transferring, in immediately available funds not later than 1:00 p.m., New York, New York time, such amount to an account designated by the Borrower and maintained with JPMC or any other account or accounts which the Borrower may from time to time designate to the Agent by a written notice as the account or accounts to which borrowings hereunder are to be wired or otherwise transferred. JPMC shall make available the amount of each Swing Loan by depositing the same in immediately available funds, in the foregoing account by 3:00 p.m., New York, New York time, on the date of the borrowing. (c) Subject to the terms and conditions hereof, if necessary to meet the Borrower’s funding deadlines, JPMC agrees to make Swing Loans to the Borrower at any time on or prior to the Maturity Date, not to exceed an amount at any one time outstanding equal to the lesser of (i) $100,000,000.00, or (ii) the difference between the Commitment and the aggregate Revolving Credit Exposures. Swing Loans shall constitute “Loans” for all purposes hereunder. Notwithstanding the foregoing, the aggregate amount of all Loans (including, without limitation, all Swing Loans) shall not at any time exceed the difference between the Commitment and the LC Exposure. Each request for a Swing Loan shall be in an amount at least equal to $1,000,000.00 and equal to a multiple of $100,000.00. If necessary to meet the Borrower’s funding deadlines, the Agent may treat any Request for Loan as a request for a Swing Loan from JPMC and JPMC may fund it as a Swing Loan. Within two (2) Business Days after each Swing Loan is funded, JPMC shall request that each Lender, and each Lender shall, on the first Business Day after such request is made, purchase a portion of any one or more Swing Loans in an amount equal to that Lender’s Percentage of such Swing Loans by funding under such Lender’s Note, such purchase to be made in accordance with the terms of Section 2.1(b) just as if the Lender were funding directly to the Borrower under its Note (such that all Lenders other than JPMC shall fund only under their respective Note and not under the Swing Loan Note). Unless the Agent knew or should have known when JPMC funded a Swing Loan that the Borrower had not satisfied the conditions in this Agreement to obtain a Loan, each Lender’s obligation to purchase an interest in the Swing Loans shall be absolute and unconditional and shall not be deemed affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against JPMC or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or Event of Default or the termination of any Lender Commitment; (iii) any adverse change in the condition (financial or otherwise) of the Borrower or any of its Subsidiaries; (iv) any breach of this Agreement or any other Credit Documents by the Borrower, any of its Subsidiaries, the Agent or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Any portion of a Swing Loan not so purchased and converted may be treated by JPMC as a Committed Loan which was not funded by the non-purchasing Lenders as contemplated in Section 2.1(a), and as a funding by JPMC under the Commitment in excess of JPMC’s Percentage. Each Swing Loan, once so sold, shall cease to be a transaction undertaken Swing Loan for the purposes of this Agreement, but shall be a Committed Loan Table of Contents made under the Commitment and each Lender’s Lender Commitment. The Swing Loans shall be evidenced by the Custodian for its own account Swing Loan Note substantially in the form of Exhibit C-1 attached hereto. (d) So long as the Borrower is not then in Default and risk. If such Advance shall have been made by a Subcustodian or any other personso long as the Borrower has not reduced the Commitment pursuant to Section 2.9, the Custodian Borrower may assign any rights granted on two (2) occasions prior to October 30, 2006, request that the Custodian hereunder to such Subcustodian or other personaggregate Commitment be increased, so long as (i) the aggregate Commitment does not exceed Nine Hundred Million Dollars ($900,000,000.00) (the “Maximum Commitment”), and (ii) each increase is a minimum of $50,000,000. If the Fund shall fail to repay when due Borrower requests that the principal balance of an Advance and accrued and unpaid interest thereonaggregate Commitment be increased, the Custodian Agent shall use its best efforts to obtain increased or additional commitments up to the Maximum Commitment, and to do so the Agent may obtain additional lenders of its assigneechoice (and approved by Borrower, such approval not to be unreasonably withheld or delayed), and without the necessity of approval from any of the Lenders. The Borrower and each Guarantor shall execute an amendment to this Agreement, additional Notes and other documents as the case Agent may be, shall be entitled reasonably require to utilize evidence the available cash balance in increase of the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal ofCommitment, and interest onthe admission of additional Persons as Lenders, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9if necessary.

Advances. IfAfter the Closing Date, Advances under the Revolving Loan shall be made on the following terms and conditions: (a) SouthPeak shall make each request for a Revolving Loan (“Advance Request”) to Lender (or to Lender’s agent) before 11:00 a.m. on the Business Day prior to the date of the requested Advance; provided, however, that SouthPeak shall not be permitted to make more than one (1) Advance Request per week. Advance Requests must be made in writing, specifying the date of the requested Advance and the amount thereof. Each request shall be signed by (i) the manager of SouthPeak or (ii) any reason person designated as SouthPeak’s agent by the manager of SouthPeak in a writing delivered to Lender or (iii) any person whom Lender reasonably believes to be the manager of SouthPeak or such a designated agent, and shall be accompanied by a current Borrowing Base Certificate (hereinafter defined). (b) On a daily basis, Lender shall debit the Cash Collateral Account and apply the amount of collected funds in the conduct of its safekeeping duties pursuant Cash Collateral Account to Section 5 hereof or its administration the reduction of the Fund's assets pursuant to Section 6 hereof, aggregate principal amount outstanding under the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account Revolving Loan. All principal and accrued interest and fees shall be overdrawn either during, or at due and payable on the end of, any Business Day), Fund hereby does: 7.6.1 grant Termination Date and to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree extent that the Custodian may secure collected funds in the resulting Advance by perfecting a security interest Cash Collateral Account (or the Lockbox in accordance with Section 4.8.1) are insufficient to make such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demandpayments, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian SouthPeak shall be obligated to advance monies make such payments. (c) The Borrower’s obligation to pay the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in fullthe Revolving Loan shall be evidenced by the records of Lender and by the Revolving Note. The Custodian may assign entries made in such records and/or on the schedule annexed to the Revolving Note shall be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided, that the failure or delay of Lender in maintaining or making entries into any rights it has hereunder such record or on such schedule or any error therein shall not in any manner affect the obligation of the Borrower to repay the Revolving Loan in accordance with the terms of this Agreement. (d) Lender shall send Borrower a monthly statement of Borrower’s loan account showing all debits and credits and which shall also reflect the interest accrued on the Revolving Loan, the Loan Administration Fee for the immediately preceding month and any other fees due hereunder. The interest and fees shall be added by Lender to Borrower’s loan account on the last Business Day of each calendar month and shall be deemed to be first paid from Payments subsequently credited to the Cash Collateral Account. The statement of the loan account shall be deemed correct and accepted by and conclusively binding upon Borrower unless Borrower notifies Lender in writing specifically as to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts under Articles 8 and 9 particular discrepancy within forty-five (45) days from the mailing of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9statement.

Advances. IfSubject to the terms of this Agreement, the Lenders severally and not jointly may provide Loans in an amount equal to each such Lender’s Ratable Share of such Loan to any one or more Dealers from time to time to enable such Dealer or Dealers to purchase inventory from Agent approved vendors (“Vendors”) and for other purposes. No Loan will be made to the extent such Loan would cause any reason Lender to have outstanding Loans in a principal amount in excess of such Lender’s Allocation nor will any Loan be made which would cause the conduct principal amount of its safekeeping duties pursuant all Loans outstanding to Section 5 hereof exceed the Aggregate Allocations. (For the avoidance of doubt, neither the Aggregate Allocation nor each Lender’s Allocation shall constitute a commitment by the Agent or its administration any Lender to advance the amount of the Fund's assets pursuant Aggregate Allocation or such Allocation to Section 6 hereofthe Dealers.) If the aggregate principal amount of Loans outstanding at any time exceeds the Aggregate Allocations, Dealers shall immediately pay such excess to the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise Agent for the benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or Lenders. The decision to advance funds is at the end ofdiscretion of the Agent. Without limiting the discretionary nature of this credit facility, Agent may, without notice to Dealer, elect not to finance any Business Day)inventory sold by particular Vendors. All advances and other transactions hereunder are for business purposes and not for personal, Fund hereby does: 7.6.1 grant to family, household or any other consumer purposes. For the Custodian a continuing security interest in certain Investments (avoidance of doubt, the principal amount outstanding under the Existing IFA as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that of the Custodian may secure close of business on the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances date hereof shall be deemed a loan payable on demandLoan outstanding under this Agreement, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian and shall be obligated to advance monies subject to the Fundfunding procedure set forth in Section 2(b)(ii) below on the first Reporting Date following the Closing Date, and unless the Closing Date is also a Reporting Date, in which case, on the Closing Date. Notwithstanding anything in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted Loan Documents to the Custodian hereunder contrary, unless Agent shall otherwise agree in writing and provides notice thereof to such Subcustodian Lenders, in no event shall Agent or other person. If the Fund shall fail Lenders provide Loans to repay when due the principal balance of an Advance and accrued and unpaid interest thereonCentral Assets & Operations, the Custodian LLC, T-H Marine Supplies, LLC, CMC Marine, LLC, or its assigneeInnovative Plastics, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9LLC.

Advances. If(i) An Authorized Representative shall give the Lender (A) at least three (3) Business Days' irrevocable telephonic notice of each Revolving Loan that is a Eurodollar Rate Loan (whether representing an additional borrowing hereunder or the conversion of borrowing hereunder from Base Rate Loans to Eurodollar Rate Loans) prior to 10:00 A.M. Eastern Time and (B) irrevocable written notice of each Revolving Loan that is a Base Rate Loan (whether representing an additional borrowing hereunder or the conversion of borrowing hereunder from Eurodollar Rate Loans to Base Rate Loans) prior to 10:00 A.M. Eastern Time on the day of such proposed Revolving Loan. Each such telephonic notice, for any reason which shall be effective upon receipt by the Lender, shall specify the amount of the borrowing, the type of Revolving Loan (Base Rate or Eurodollar Rate), the date of borrowing and, if a Eurodollar Rate Loan, the Interest Period to be used in the conduct computation of its safekeeping duties pursuant interest. The Authorized Representative shall provide the Lender written confirmation of each such telephonic notice no later than 11:00 A.M. Eastern Time on the same day received by telefacsimile transmission in the form of a Borrowing Notice for additional Advances, or in the form of an Interest Rate Selection Notice for the selection or conversion of interest rates for outstanding Revolving Credit Loans, in each case with appropriate insertions, but failure to Section 5 hereof or its administration provide such confirmation shall not affect the validity of such telephonic notice. The amount of any Advance shall, subject to the terms and conditions of this Agreement, be made available to the Borrower by delivery of the Fundproceeds thereof to the Borrower's assets pursuant Account or otherwise as shall be directed in the applicable Borrowing Notice by the Authorized Representative not later than 3:00 P.M., Eastern Time on the day so received. (ii) The duration of the initial Interest Period for each Revolving Loan that is a Eurodollar Rate Loan shall be as specified in the initial Borrowing Notice for such Loan. The Borrower shall have the option to elect the duration of subsequent Interest Periods and to convert the Loans in accordance with Section 6 2.7 hereof. If the Lender does not receive an Interest Rate Selection Notice giving notice of election of duration of an Interest Period or conversion by the time prescribed by Section 2.7 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances Borrower shall be deemed to have elected to convert such Revolving Loan to (or continue such Revolving Loan as) a loan payable on demand, bearing interest at Base Rate Loan until the rate customarily charged by Borrower notifies the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and Lender in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9accordance with Section 2.7 hereof.

Advances. IfEach Bank will make its pro rata share of each Revolving Loan advance available to the Agent by 2:00 P.M. (Charlotte, for any reason North Carolina time) on the date specified in the conduct Notice of its safekeeping duties pursuant to Section 5 hereof or its administration Borrowing by deposit in U.S. dollars of immediately available funds at the offices of the Fund's assets pursuant to Section 6 hereofAgent in Charlotte, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either duringNorth Carolina, or at such other address in the end ofUnited States as the Agent may designate in writing. All Revolving Loan advances shall be made by the Banks pro rata on the basis of each Bank's Commitment Percentage of the Revolving Committed Amount. No Bank shall be responsible for the failure or delay by any other Bank in its obligation to make Revolving Loan advances hereunder; provided, however, that the failure of any Business Day), Fund hereby does: 7.6.1 grant Bank to fulfill its commitments hereunder shall not relieve any other Bank of its commitments hereunder. The Agent will make such funds available to the Custodian a continuing security interest in certain Investments (as mutually agreed Borrower immediately upon receipt from time the Banks on the applicable date of advance. Unless the Agent shall have been notified by any Bank prior to time) as security for the date of any such Advance, Revolving Loan advance that such security interest Bank does not intend to make available to the Agent its portion of the Revolving Loan advance to be effective only as long as made on such Advance remain outstanding; and, 7.6.2 agree date, the Agent may assume that such Bank has made such amount available to the Custodian Agent on the date of such Revolving Loan advance, and the Agent, in reliance upon such assumption, may secure (in its sole discretion without any obligation to do so) make available to the resulting Advance Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Agent by perfecting a security interest in Bank on such Investments under Applicable Lawdate, the Agent shall promptly demand payment from such Bank and shall be entitled to recover such corresponding amount from such Bank. The Custodian shall If such Bank does not pay such corresponding amount forthwith upon the Agent's demand therefor, the Agent will promptly notify the Fund of any such Advances Borrower and the time at which Borrower shall immediately pay such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies corresponding amount to the Fund, and in Agent. The Agent shall also be entitled to recover from such Bank or the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assigneeBorrower, as the case may be, shall be entitled to utilize interest on such corresponding amount in respect of each day from the date such corresponding amount was made available cash balance in by the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments Agent to the extent necessary Borrower to recover payment the date such corresponding amount is recovered by the Agent, at a per annum rate equal to (i) if paid by such Bank, within two (2) Business Days of all principal ofmaking such corresponding amount available to the Borrower, the overnight Federal Funds Effective Rate, and interest onthereafter the Base Rate, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts under Articles 8 and 9 of (ii) if paid by the UCC. AccordinglyBorrower, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9then applicable rate calculated in accordance with Section 2.2.

Advances. IfSubject to the conditions and terms hereof, for any reason the Agent Certificate Holder and Lessor Trust shall take the following actions at the written request of the Construction Agent (or in the conduct case of its safekeeping duties Improved Properties, at the request of Lessee) from time to time during the Commitment Period: (a) the Agent Certificate Holder shall make Advances (out of funds provided by the Certificate Holders and the Lenders) for the purpose of financing the acquisition of the Land or a leasehold interest therein (and any existing Improvements thereon), the acquisition of Improved Properties, the Construction of Improvements on Uncompleted Properties in accordance with the Plans and Specifications therefor and the payment of Transaction Expenses incurred in connection with the foregoing, and the proceeds of such Advances shall be made directly to the Lessee with respect to Improved Properties and to the Construction Agent or to such parties designated in writing by the Construction Agent to the Agent Certificate Holder with respect to Uncompleted Properties; (b) the Lessor Trust shall acquire the Land or leasehold interest therein, and any existing Improvements thereon (using funds provided by the Certificate Holders and the Lenders); and (c) the Lessor Trust shall lease (or in the case of leaseholds, sublease) the Land and Improvements to the Lessee under the Master Lease and the respective Lease Supplements. Notwithstanding any other provision hereof, (i) no advance shall be made with respect to any Improved Property after the Acquisition Date therefor, and no Advance shall be made with respect to any Uncompleted Property after the earlier of (x) the Completion Date for such Property and (y) the Outside Completion Date for such Property and (ii) the Agent Certificate Holder shall not be obligated to make any Advance with respect to any Property if, after giving effect thereto, (x) the aggregate outstanding amounts of the Loans and the Certificate Holder Amounts would exceed the Aggregate Commitment Amount, or (y) the Property Balance for such Property would exceed the lesser of (1) 110% of the Estimated Improvements Costs plus Land Acquisition Cost and (z) 105% of the Fair Market Sales Value of such Property as set forth in the As-Completed Appraisal thereof delivered pursuant to Section 5 hereof 6.2(b) hereof. Nothing set forth in this Section or its administration of the Fund's assets pursuant this Agreement shall compel Lessee to Section 6 hereof, the Custodian or pay for any Subcustodian advances monies to facilitate settlement or otherwise cost overrun for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9Uncompleted Property.

Advances. If, for any reason in the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration of the Fund's assets pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies moneys to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), the Fund hereby does: 7.6.1 does grant to the Custodian a continuing security interest in certain and pledges to the Custodian the Investments (as mutually agreed held by the Custodian or on its behalf in an amount not to exceed the value of the Advance, the specific Investments to be designated in writing from time to timetime by the Fund, provided that (A) as security for such if from time to time the Fund has not designated in writing specific Investments in an amount at least equal to the value of the Advance, such security interest to be effective only taken at market value, or (B) if as long as such Advance remain outstanding; and, 7.6.2 agree that a result of the delivery by the Custodian may secure out of its custody, pursuant to proper Instructions, of any Investments previously so designated, the resulting Advance by perfecting remaining amount of Investments so designated shall be less than the value of the Advance, taken at market value, then the Custodian shall have a security interest in such Investments under Applicable Law. The Custodian shall promptly notify of the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged designated by the Custodian, in an amount that, taken together with amounts of Investments from time to time designated in writing by the Fund that have not been delivered out of the custody of the Custodian on similar loanspursuant to proper Instructions, does not exceed the value of the Advance, taken at market value. Neither the Custodian nor any Subcustodian shall be obligated to advance monies moneys to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign the security interest and any other rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series any Agency or Principal Account and to dispose of any agreed upon Investments designated pursuant to this Section 7.6 to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets financial assets credited to Securities Accounts securities accounts under Articles 8 and 9 of the UCCUniform Commercial Code (1997). Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary securities intermediary under such Articles 8 and 9.

Advances. IfExcept during an Event of Default Period, for any reason in the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration and provided all of the Fund's assets pursuant conditions to Section 6 hereoflending set forth below have been satisfied, advances under the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall Advancing Term Loan will be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed made by Lender from time to timetime on the request of Borrower subject to the following limitations: (i) as security for such AdvanceThe proceeds of all advances made under the Advancing Term Loan will be used solely to finance 90% of the cost of new equipment purchased after February 28, such security interest 2017. No advance to be effective only made under the Advancing Term Loan shall be used, directly or indirectly, for the purpose of purchasing or carrying any margin security or margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System. (ii) To request any advance, an officer of Borrower must notify Lender in writing or by telephone of the total amount of the requested advance and provide Lender such documents and information with respect to the advance as Lender may reasonably request. Lender is entitled to assume that any party purporting to be an officer in connection with a telephonic request for an advance has the authority to act on behalf of Borrower so long as such Advance remain outstanding; and, 7.6.2 agree that Lender follows agreed upon procedures to confirm the Custodian may secure identity of the resulting Advance by perfecting individual claiming to be the officer, and Borrower hereby releases, indemnifies and holds Lender harmless from any loss, liability or expense which Lender might incur as a security interest in such Investments under Applicable Law. The Custodian shall promptly notify result of acting on the Fund directions of any such Advances party. (iii) Upon Borrower's satisfaction of the requirements and conditions contained in this Agreement, Lender will disburse the amount of any requested advance to Borrower's primary operating account maintained with Lender. (iv) Lender will have no obligation to make any requested advance during an Event of Default Period or if the making of the request advance would cause the Advancing Term Loan Principal Amount to exceed the Advancing Term Loan. (v) Each advance made against the Advancing Term Loan and each principal payment thereon will be recorded by Lender in its books and records, and the time at which such Advances must be repaid. Such Advances shall unpaid principal balance so recorded will be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk presumptive evidence of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9amount owing.

Advances. If, for any reason in the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration of the Fund's assets pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), the Fund hereby does: 7.6.1 acknowledge that the Fund shall have no right or title to any Investments purchased with such Advance save a right to receive such Investments upon: (a) the debit of the Principal or Agency Account; or, (b) if such debit would produce an overdraft in such account, other reimbursement of the associated Advance; 7.6.2 grant to the Custodian a continuing security interest in certain all Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstandingother than Investments pledged by the Fund); and, 7.6.2 7.6.3 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such all Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign the security interest and any other rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full, to utilize the cash balance in an Agency or Principal Account and to request that the Fund's Investment Adviser immediately select and list for the Custodian liquid and readily marketable Investments, all or any of which Investments the Custodian shall have the right to sell, assign or deliver at a private or public sale. The Fund hereby directs its Investment Adviser upon request from the Custodian to immediately select and list for the Custodian liquid and readily marketable Investments to be sold in order to pay amounts owed by the Fund in connection with Advances. The Custodian shall give the Fund prompt subsequent notice of any charge against a cash balance hereunder. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets financial assets credited to Securities Accounts securities accounts under Articles 8 and 9 of the UCCUniform Commercial Code (1997). Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary securities intermediary under such Articles 8 and 9.

Advances. If, for and to the extent, Beneficiary or the other Secured Parties are obligated under the terms of the Indenture Documents to make advances as provided therein, and Grantor acknowledges and intends that all such advances shall be a lien from the time this Deed of Trust is recorded, as provided in Neb.Rev.Stat § 76-238. 01. Grantor covenants and agrees that this Deed of Trust shall secure the payment of any reason advances made pursuant to the terms and provisions of the Indenture Documents, whether such advances are made as of the date hereof or at any time in the conduct future, and whether such future advances are obligatory or are to be made at the option of Beneficiary or the Secured Parties (but not advances made more than 20 years after the date hereof), to the same extent as if such future advances were made on the date of the execution of this Deed of Trust and although there may be no advances made at the time of the execution of this Deed of Trust and although there may be no other indebtedness outstanding at the time any advance is made. The lien of this Deed of Trust shall be valid as to all Note Obligations, including such future advances, from the time of its safekeeping duties pursuant to Section 5 hereof or its administration filing of record in the office of the Fund's assets pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit Register of Deeds of the Fund (whether County in which the Security Property is located. The total amount of the Note Obligations may increase or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed decrease from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that but the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk total unpaid principal balance of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian Note Obligations (including disbursements which Beneficiary may make under this Deed of Trust or any other persondocument or instrument evidencing or securing the Note Obligations) at any time outstanding shall not exceed the amount referred to in Section 7.02 of this Deed of Trust. To the extent permitted under applicable law, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance this Deed of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, Trust shall be entitled to utilize valid and shall have priority over all subsequent liens and encumbrances, including statutory liens except taxes and assessments levied on the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments Security Property, to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a maximum amount secured creditor that is a Securities Intermediary under such Articles 8 and 9hereby.

Advances. If(i) An Authorized Representative shall give the Agent (1) at least three (3) Business Days' irrevocable written notice by telefacsimile transmission of a Borrowing Notice or Interest Rate Selection Notice (as applicable) with appropriate insertions, for any reason effective upon receipt, of each Loan that is a Eurodollar Rate Loan (whether representing an additional borrowing hereunder or the Conversion of a borrowing hereunder from Base Rate Loans to Eurodollar Rate Loans) prior to 11:30 A.M. and (2) irrevocable written notice by telefacsimile transmission of a Borrowing Notice or Interest Rate Selection Notice (as applicable) with appropriate insertions, effective upon receipt, of each Loan (other than Base Rate Refunding Loans to the extent the same are effected without notice pursuant to SECTION 2.1(c)(iv)) that is a Base Rate Loan (whether representing an additional borrowing hereunder or the Conversion of borrowing hereunder from Eurodollar Rate Loans to Base Rate Loans) prior to 11:30 A.M. on the day of such proposed Loan. Each such notice shall specify the amount of the borrowing, the Type of Loan (Base Rate or Eurodollar Rate), the date of borrowing and, if a Eurodollar Rate Loan, the Interest Period to be used in the conduct computation of its safekeeping duties pursuant to Section 5 hereof interest. Notice of receipt of such Borrowing Notice or its administration of the Fund's assets pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assigneeInterest Rate Selection Notice, as the case may be, together with the amount of each Lender's portion of an Advance requested thereunder, shall be entitled provided by the Agent to utilize each Lender by telefacsimile transmission with reasonable promptness, but (provided the Agent shall have received such notice by 11:30 A.M.) not later than 1:00 P.M. on the same day as the Agent's receipt of such notice. (ii) Not later than 3:00 P.M. on the date specified for each borrowing under this SECTION 2.1, each Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of the Advance or Advances to be made by it on such day available cash balance by wire transfer to the Agent in the amount of its pro rata share, determined according to such Lender's Applicable Commitment Percentage of the Loan or Loans to be made on such day. Such wire transfer shall be directed to the Agent at the Principal Office and shall be in the form of Dollars constituting immediately available funds. The amount so received by the Agent shall, subject to the terms and conditions of this Agreement, be made available to the Borrower by delivery of the proceeds thereof to the Borrower's Account or otherwise as shall be directed in the applicable Series Agency or Principal Account Borrowing Notice by the Authorized Representative and to dispose of any agreed upon Investments reasonably acceptable to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. Agent. (iii) The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts under Articles 8 and 9 of the UCC. Accordingly, the Custodian Borrower shall have the rights option to elect the duration of the initial and benefits any subsequent Interest Periods and to Convert the Loans in accordance with SECTION 2.8. Eurodollar Rate Loans and Base Rate Loans may be outstanding at the same time, PROVIDED, HOWEVER, there shall not be outstanding at any one time Eurodollar Rate Loans having more than six (6) different Interest Periods; PROVIDED, FURTHER, from the Closing Date until the earlier of (A) the expiration of 180 days or (B) the date on which NMS notifies the Borrower of the end of the syndication, Interest Periods shall be limited to one month and outstanding Loans bearing interest at the Eurodollar Rate shall be for Interest Periods ending on the same date. If the Agent does not receive a Borrowing Notice or an Interest Rate Selection Notice giving notice of election of the duration of an Interest Period or of Conversion of any Loan to or Continuation of a secured creditor Loan as a Eurodollar Rate Loan by the time prescribed by SECTION 2.1(c) OR 2.8, the Borrower shall be deemed to have elected to Convert such Loan to (or Continue such Loan as) a Base Rate Loan until the Borrower notifies the Agent in accordance with SECTION 2.8. (iv) Notwithstanding the foregoing, if a drawing is made under any Letter of Credit, such drawing is honored by the Issuing Bank prior to the Stated Termination Date, then (A) provided that the conditions to making a Loan as herein provided shall then be satisfied, the Reimbursement Obligation arising from such drawing shall be paid to the Issuing Bank by the Agent without the requirement of notice to or from the Borrower from immediately available funds which shall be advanced as a Base Rate Refunding Loan by each Lender under the Revolving Credit Facility in an amount equal to such Lender's Applicable Commitment Percentage of such Reimbursement Obligation, and (B) if the conditions to making a Loan as herein provided shall not then be satisfied, each of the Lenders shall fund by payment to the Agent (for the benefit of the Issuing Bank) in immediately available funds the purchase from the Issuing Bank of their respective Participations in the related Reimbursement Obligation based on their respective Applicable Commitment Percentages of the Total Letter of Credit Commitment. If a drawing is presented under any Letter of Credit in accordance with the terms thereof and the Borrower shall not immediately reimburse the Issuing Bank in respect thereof, then notice of such drawing or payment shall be provided promptly by the Issuing Bank to the Agent and the Agent shall provide notice to each Lender by telephone or telefacsimile transmission. If notice to the Lenders of a Securities Intermediary drawing under any Letter of Credit is given by the Agent at or before 12:00 noon on any Business Day, each Lender shall, pursuant to the conditions specified in this SECTION 2.1(c)(iv), either make a Base Rate Refunding Loan or fund the purchase of its Participation in the amount of such Articles 8 Lender's Applicable Commitment Percentage of such drawing or payment and 9shall pay such amount to the Agent for the account of the Issuing Bank at the Principal Office in Dollars and in immediately available funds before 2:30 P.M. on the same Business Day. If notice to the Lenders of a drawing under a Letter of Credit is given by the Agent after 12:00 noon on any Business Day, each Lender shall, pursuant to the conditions specified in this SECTION 2.1(c)(iv), either make a Base Rate Refunding Loan or fund the purchase of its Participation in the amount of such Lender's Applicable Commitment Percentage of such drawing or payment and shall pay such amount to the Agent for the account of the Issuing Bank at the Principal Office in Dollars and in immediately available funds before 12:00 noon on the next following Business Day. Any such Base Rate Refunding Loan shall be advanced as, and shall Continue as, a Base Rate Loan unless and until the Borrower Converts such Base Rate Loan in accordance with the terms of SECTION 2.8.

Advances. If5.1 Borrower may borrow, for any reason repay, and reborrow under this Note subject to the terms, conditions, and limits set forth herein and in the conduct Loan Agreement, including without limitation, the Maximum Amount restriction set forth therein. ▇▇▇▇▇▇ is authorized to record in its books and records the date and amount of each advance and payment hereunder, and other information related thereto, which books and records will constitute prima facie evidence of the accuracy of the information so recorded; provided, however, that failure of Lender to record, or any error in recording, any such information will not relieve Borrower of any of its safekeeping duties pursuant to Section 5 hereof obligations under this Note or its administration any of the Fund's assets pursuant other Loan Documents. Notwithstanding the foregoing, Lender will not make any advance under this Note which would cause the outstanding principal balance under this Note to Section 6 hereof, exceed the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise Maximum Amount. 5.2 Any request by Borrower for benefit of a Prime Rate Loan must be received by ▇▇▇▇▇▇ not later than 3:00 p.m. (Cincinnati time) on the Fund proposed borrowing date (whether or not any Principal or Agency Account shall which must be overdrawn either during, or at the end of, any a Business Day). Each request for an advance under this Note will be irrevocable by Borrower. Lender will have no liability in acting upon any request that ▇▇▇▇▇▇ believes in good faith to have been given on behalf of ▇▇▇▇▇▇▇▇ and will have no duty to verify the authenticity of the signature(s) appearing on any written request and no duty to verify the identity of any person making any telephonic request Any disbursement of funds pursuant to a telephonic or written request for an advance under this Note will be subject to all of the terms and conditions of the Loan Agreement. Upon the making of any request for an advance, Fund hereby does: 7.6.1 grant Borrower will be deemed to have made all of the representations and warranties set forth in the Loan Agreement on and as of the date of such request except for those representations and warranties which were made specific to the Custodian a continuing security interest in certain Investments (as mutually agreed effective date of the Loan Agreement. 5.3 Lender hereby is authorized, at any time and from time to time) as security , to make an advance under this Note for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund payment on behalf of Borrower of any principal, interest or other sums due under this Note or any of the other Loan Documents, and each such Advances advance will constitute a Prime Rate Loan hereunder. Notwithstanding the foregoing, Lender is not obligated to make any such advance. 5.4 Each request for an advance under this Note will be subject to all of the terms and conditions of this Note and the time at which such Advances must be repaidLoan Agreement. Such Advances shall be deemed a loan payable on demandWithout limiting the generality of the foregoing, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor ▇▇▇▇▇▇ will have no duty to make any Subcustodian shall be obligated to advance monies hereunder if insufficient funds remain available pursuant to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian Total Facility or any other person, the Custodian may assign maximum amount limitations set forth herein or in any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9Loan Documents.

Advances. IfIf the Mortgagor fails to pay, subject to any right hereunder to contest, any claim, lien or encumbrance (other than Permitted Encumbrances), or, prior to delinquency, any tax or assessment, or, when due, any insurance premium, or to keep the Mortgaged Property in repair, or shall commit or permit waste, or if there shall be commenced any action or proceeding affecting the Mortgagee Property or the title thereto, or the interest of the Trustee therein, including, but not limited to, eminent domain and bankruptcy or reorganization proceedings, then the Trustee, at its option, may pay said claim, lien, encumbrance, tax, assessment or premium, with right of subrogation thereunder, may make repairs and take such steps as it deems advisable to prevent or cure such waste, and may appear in any such action or proceeding and retain counsel therein, and take such action therein as the Trustee deems advisable, and for any reason of said purposes the Trustee may advance such sums of money, including all costs, reasonable attorneys' fees and other items of expense as it deems necessary. The Mortgagor shall pay to the Trustee all sums of money so advanced by the Trustee together with interest on each such advance at two percent (2%) in the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration excess of the Fund's assets pursuant Prime Rate, and the repayment of such advances shall be secured hereby. In making any payment or securing any performance relating to Section 6 hereofany obligation of the Mortgagor under this Mortgage, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either duringTrustee, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as so long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest it acts in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may begood faith, shall be entitled to utilize the available cash balance in sole judge of the applicable Series Agency or Principal Account legality, validity and to dispose amount of any agreed upon Investments to the extent lien or encumbrance and of all other matters necessary to recover payment be determined in satisfaction thereof. No such action of all principal of, and interest on, such Advance in fullthe Trustee shall ever be considered as a waiver of any right accruing to it hereunder. The Custodian Trustee shall not ever be held accountable for any delay in making any such payment, which delay may assign result in any rights it has hereunder to a Subcustodian additional interest, costs, charges or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9expenses.

Advances. If, for any reason in (a) Subject to the conduct terms and conditions of its safekeeping duties pursuant to Section 5 hereof or its administration this Agreement and subjectto the terms and conditions of the Fund's assets pursuant EXIM Guaranty, each Lender agrees severally to Section 6 hereof, the Custodian make one or any Subcustodian advances monies more Advances to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed Borrowers from time to timetime from the date hereof to and including the Termination Date in an aggregate principal amount at any time outstanding up to but not exceeding such Lender's Commitment; provided that the aggregate amount of all Advances at any time outstanding shall not exceed the lesser of (a) as security the Combined Commitments minus the outstanding Letter of Credit Liabilities or (b) the Borrowing Base minus the outstanding Adjusted Letter of Credit Liabilities. Lenders shall have no obligation to make any Advance (other than an Advance to reimburse Issuing Bank for such any draw on a Letter of Credit issued pursuant to the terms hereof) if an Event of Default or an Unmatured Event of Default has occurred and is continuing unless waived by Majority Lenders. The obligations of the Lenders under the Commitments are several and notjoint. The failure of any Lender to make an Advance required to be made by it shall not relieve any other Lender of its obligation to make its Advance, such security interest and no Lender shall be responsible for the failure of any other Lender to make the Advance to be effective only as long as made by such other Lender. No Lender shall ever be required to lend hereunder in excess of its legal lending limit. Subject to the foregoing limitations, and the other terms and provisions of this Agreement, Borrowers may borrow, repay, and reborrowhereunder. Each Advance and the underlying transaction related to such Advance remain outstanding; and, 7.6.2 agree that shall satisfy all the Custodian provisions and requirements of the Borrower Agreement. Agent and Lenders may secure refuse to make any Advances if the resulting Advance by perfecting a security interest EXIM Guaranty is not in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of full force and effect in any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated manner with respect to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise related to an Advance. No Advance shall be for made after the account and risk Availability Date (as defined in the EXIM Guaranty). (b) Notwithstanding any provision of this Agreement to the contrary, Borrowers are not required to comply with the "60% Limitation"contained in the definition of the Fund term "Borrowing Base" (i) for a period of one hundred twenty (120) days following the Closing Date if such failure to comply with the 60% Limitation exists as a result of costs in excess of ▇▇▇▇▇▇▇▇ arising from the Pemex Contracts or Borrower's contractwith Energy Development Corporation, and shall (ii) for any period commencing on the funding of the first Advance made in connection with mobilization activities under any new Contract for which the accounts receivable and costs in excess of billing with respect thereto have not be deemed previously been included in the Borrowing Base and ending on the next to be a transaction undertaken by last day of the Custodian for its own account and risk. If third month following the month in which any such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9was funded.

Advances. If, for any reason in the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration of the Fund's ’s assets pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), the Fund hereby does: 7.6.1 acknowledge that the Fund shall have no right or title to any Investments purchased with such Advance save a right to receive such Investments upon: (a) the debit of the Principal or Agency Account or (b), if such debit would produce an overdraft in such account, other reimbursement of the associated Advance; 7.6.2 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstandingall Investments; and, 7.6.2 7.6.3 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such all Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign the security interest and any or rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series any Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in fullMI. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets financial assets credited to Securities Accounts securities accounts under Articles 8 and 9 of the UCCUniform Commercial Code (1997). Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary securities intermediary under such Articles 8 and 9.

Advances. IfSubject to and upon the terms and conditions of this Agreement, for any reason Bank agrees to make Advances to Borrower in an aggregate amount not to exceed (i) the conduct Committed Revolving Line or the Borrowing Base, whichever is less, minus (ii) the face amount of its safekeeping duties all outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit). For purposes of this Agreement, "BORROWING BASE" shall mean an amount equal to (i) seventy-five percent (75%) of Eligible Accounts plus (ii) one hundred percent (100%) of Cash or Cash Equivalents. Subject to the terms and conditions of this Agreement, amounts borrowed pursuant to Section 5 hereof this SECTION 2.1 may be repaid and reborrowed at any time during the term of this Agreement. Whenever Borrower desires an Advance, Borrower will notify Bank by facsimile transmission or its administration of telephone no later than 3:00 p.m. Pacific time, on the Fund's assets pursuant Business Day that the Advance is to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account be made. Each such notification shall be overdrawn either duringpromptly confirmed by a Payment/Advance Form in substantially the form of EXHIBIT B hereto. Bank is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest without instructions if in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any Bank's discretion such Advances are necessary to meet Obligations which have become due and the time at which such Advances must be repaidremain unpaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, Bank shall be entitled to utilize rely on any telephonic notice given by a person who Bank reasonably believes to be a Responsible Officer, and Borrower shall indemnify and hold Bank harmless for any damages or loss suffered by Bank as a result of such reliance. Bank will credit the available cash balance in the applicable Series Agency or Principal Account and amount of Advances made under this SECTION 2.1 to dispose of any agreed upon Investments Borrower's deposit account. Borrower promises to pay to the extent necessary to recover payment order of Bank, in lawful money of the United States of America, the aggregate unpaid principal amount of all Advances made by Bank to Borrower hereunder. Borrower shall also pay interest on the aggregate unpaid principal of, amount of such Advances at the rates and interest on, such Advance in fullaccordance with the terms hereof. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder Committed Revolving Line shall terminate on the Revolving Maturity Date, at which time all Advances under this SECTION 2.1 and other amounts due under this Agreement (except as otherwise expressly specified herein) shall be treated as Financial Assets credited to Securities Accounts under Articles 8 immediately due and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9payable.

Advances. IfEach Purchaser, for with respect to the Note or Notes issued to it, may be requested by the Issuer to make Advances from time to time in accordance with, and subject to the conditions and terms of, the Indenture and upon the satisfaction, as of the applicable Advance Date, of each of the conditions set forth in Sections 2.11 or 2.12 of the Indenture and Sections 4.01 and/or 4.02 hereof. The aggregate amount of Advances to be made pursuant to any reason Funding Request (the aggregate amount of Advances made pursuant to a Funding Request being an "Aggregate Advance") shall be made under the Class A Notes in an amount equal to the Class A Pro Rata Share times such Aggregate Advance and under the Class B Notes in an amount equal to the Class B Pro Rata Share times such Aggregate Advance. Each Class A Noteholder's Advance as part of such Aggregate Advance shall be in an amount equal to its Class A Noteholder Pro Rata Share of the Class A Noteholder Advances which are part of such Aggregate Advance, and each Class B Noteholder's Advance as part of such Aggregate Advance shall be in an amount equal to its Class B Noteholder Pro Rata Share of the Class B Noteholder Advances which are part of such Aggregate Advance. Unless otherwise agreed to by the Agent, each Aggregate Advance shall be in a minimum amount of $1,000,000, provided that: (a) after giving effect to such Aggregate Advance, the Note Principal Balance with respect to the Class A Notes shall not exceed the Maximum Class A Outstanding Note Amount, the Note Principal Balance with respect to the Class B Notes shall not exceed the Maximum Class B Outstanding Note Amount and the amount on deposit in the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration of the Fund's assets pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Spread Account shall be overdrawn either duringequal to or greater than the Requisite Amount, or (b) unless otherwise agreed by the Agent, such Aggregate Advance shall not occur during any calendar week in which another Aggregate Advance has been made to the Issuer and (c) the Issuer shall, at least three (3) Business Days prior to the end ofproposed date of such Aggregate Advance, any Business Daygive the Agent an irrevocable written request (such request a "Funding Request") specifying: (i) the proposed date of such Aggregate Advance, (ii) the amount of such Aggregate Advance and the amount of Class A Note Advances and Class B Note Advances which shall comprise such Aggregate Advance), Fund hereby does: 7.6.1 grant (iii) the bank account to which the funds from such Aggregate Advance should be sent, (iv) the proposed Interest Rate Period or Periods with respect to the Custodian Tranches for the Class A Note Advances and Class B Note Advances that comprise the Aggregate Advance, (v) a continuing security interest computation of the Class A Receivables Advance Amount and the Class B Receivables Advance Amount, (vi) a calculation of the Requisite Amount after giving effect to such Aggregate Advance, and (vii) the amount, if any, to be allocated from such Aggregate Advance and deposited to the Spread Account on the related Funding Date such that the amount on deposit therein is equal to or greater than the Requisite Amount. Each Funding Request shall also include a computation demonstrating that after giving effect to such Aggregate Advance, the Collateral Test shall be satisfied and that the representations and warranties set forth in certain Investments (as mutually agreed from time Section 3.02(a)(xxv) of the Sale and Servicing Agreement are true with respect to time) as security for the Subsequent Receivables to be transferred on the proposed date of such Advance, such security interest . Each Purchaser shall transfer the amount of its Advance or Advances in immediately available funds to be effective only as long as such the account and on the date of the Aggregate Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest specified in such Investments under Applicable Lawrequest. The Custodian shall promptly notify the Fund purchase price of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an each Advance shall be for the account and risk paid in accordance with Section 2.14 of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9Indenture.

Advances. If, for any reason in On the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration of the Fund's assets pursuant to Section 6 hereofterms and conditions hereinafter set forth, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit Borrower may, by delivery of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant a Funding Request to the Custodian a continuing security interest in certain Investments (as mutually agreed Administrative Agent, from time to time on any Business Day during the Revolving Period, at its option, request that the Lenders make advances (each, an “Advance”) to it in an amount which, at any time, shall not exceed the Availability in effect on the related Funding Date. Such Funding Request shall be delivered not later than 10:00 a.m. (New York City time) as security for on the date which is one (1) Business Day prior to the requested Funding Date. Following receipt by the Administrative Agent of a Funding Request, the Administrative Agent shall forward such Funding Request to each Managing Agent not later than 11:00 a.m. (New York City time) that day. Upon receipt of such Funding Request, each Managing Agent shall, if its related Lender Group contains a CP Lender member, request such CP Lender to make the Advance, and such security interest CP Lender may from time to be effective only as long as time during the Revolving Period, in its sole discretion, agree or decline to make the Advance. If any CP Lender declines to make all or any part of a proposed Advance, it shall so notify its related Committed Lenders. If (i) a Lender Group’s CP Lender shall have notified its related Committed Lenders that it declines to make all or part of such Advance remain outstanding; and, 7.6.2 agree that or (ii) a Lender Group shall not have a CP Lender member, the Custodian may secure applicable portion of the resulting Advance will be made by perfecting a security interest the Committed Lenders in such Investments under Applicable LawLender Group in accordance with their Pro-Rata Shares. The Custodian shall promptly notify Notwithstanding anything contained in this Section 2.1 or elsewhere in this Agreement to the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demandcontrary, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian no Committed Lender shall be obligated to advance monies make any Advance in an amount that would result in the aggregate Advances then funded by such Committed Lender exceeding its Commitment then in effect (minus the unrecovered principal amount of such Committed Lender’s advances made, downgrade draws funded or purchase prices paid pursuant to any applicable Liquidity Agreement to which it is a party). The obligation of each Committed Lender to remit its Pro-Rata Share of any such Investment shall be several from that of each other Committed Lender, and the failure of any Committed Lender to so make such amount available to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and Borrower shall not be deemed relieve any other Committed Lender of its obligation hereunder. Each Advance to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts under Articles 8 and 9 of made ratably among the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9Lender Groups in accordance with their Group Advance Limits.

Advances. IfUpon the occurrence of an Event of Default by the Mortgagor under this Mortgage, for the Loan Agreement and/or the Notes, the Mortgagee may at its option remedy such Event of Default, and all payments made by the Mortgagee to remedy an Event of Default by the Mortgagor (including reasonable attorney's fees) and the total of any reason payment or payments due from the Mortgagor to the Mortgagee which are in default, together with interest thereon at the Default Rate set forth in the conduct Notes and the Loan Agreement (such interest to be calculated from the date of its safekeeping duties pursuant such advance to Section 5 hereof or its administration the date of payment thereof by the Mortgagor), shall be added to the debt secured by this Mortgage until paid, and the Mortgagor covenants to repay the same to the Mortgagee on the next interest payment date of the Fund's assets pursuant Notes. Any such sums and the interest thereon shall be a lien on the Mortgaged Premises prior to Section 6 hereofany other lien attaching to or accruing subsequent to the lien of this Mortgage. All monies paid, and all expenses paid or incurred, including attorneys' fees and disbursements and other monies advanced by Mortgagee to protect the Custodian Mortgaged Premises and the lien of this Mortgage, or to complete construction, furnishing and equipping or to rent, operate and manage the Mortgaged Premises or to pay any Subcustodian advances monies such operating costs and expenses thereof or to facilitate settlement or otherwise keep the Mortgaged Premises operational and useable for benefit of their intended purpose shall be so much additional debt secured by the Fund (Mortgage, whether or not the indebtedness, as a result thereof, shall exceed the original principal balance set forth herein, and shall become immediately due and payable on the next interest payment date of the Notes, and with interest thereon at the Default Rate set forth in the Notes and the Loan Agreement. Inaction of Mortgagee shall never be considered as a waiver of any Principal right accruing to it on account of any Event of Default nor shall the provisions of this Section 18 or Agency Account any exercise by Mortgagee of its rights hereunder prevent any default from constituting an Event of Default. Nothing contained herein shall be overdrawn either duringconstrued to require Mortgagee to advance or expend monies for any purpose mentioned herein, or at the end of, for any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fundother purpose, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk expenditure of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian monies or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments action taken hereunder shall be treated as Financial Assets credited to Securities Accounts under Articles 8 at the sole option and 9 discretion of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9Mortgagee.

Advances. If, for any reason Advances will be made in the conduct Bank’s reasonable discretion and so long as the Borrower is not in Default. The Revolving Loan will be due and payable on December 31, 2019 despite the enumeration of its safekeeping duties pursuant to Section 5 hereof an Event of Default, set forth herein and despite the use of any express or its administration implied term. The obligation of the Fund's assets pursuant Bank to make initial advances to the Borrower is subject to the conditions precedent in Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit 4 below. The obligation of the Fund Bank to make any subsequent advances is subject to the conditions precedent that: (whether a) no event has occurred and is continuing which would constitute an Event of Default; (b) no event would constitute an Event of Default; (c) the Bank has, upon request, received a certificate signed by a duly authorized officer of the Borrower stating that all representations and warranties contained in this Loan Agreement are correct as though made on and as of the date of such certificate; (d) the Bank has received such other approvals, opinions, or documents as the Bank may reasonably request; and (e) there has been no material adverse change in the financial condition of the Borrower since the date of the latest financial statement delivered to the Bank. The Borrower agrees that the Bank may, in its reasonable discretion and provided that the Borrower is not in Default, and only through the undersigned officer of the Bank (or in the undersigned officer's absence another officer of the Bank), make loan advances of the principal amount of the Amended and Restated Committed Revolving Note to the Borrower upon written authority only of any Principal officer executing the Borrower’s Banking Resolutions on behalf of the Borrower. The Bank may deliver the Revolving Loan proceeds by direct deposit to any demand deposit account of the Borrower with the Bank or Agency Account otherwise, as so authorized, and all such Revolving Loan advances as evidenced by the Amended and Restated Committed Revolving Note and any amendment thereto shall represent binding obligations of the Borrower and any endorser(s) thereunder. Interest shall be overdrawn either during, or at calculated on the end of, any Business Day), Fund hereby does: 7.6.1 grant basis of a 360 day year over the actual number of elapsed days. All payments made hereunder shall be applied first to the Custodian a continuing security interest in certain Investments (as mutually agreed from time payment of fees and expenses, second to time) as security for such Advancelate charges hereunder, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies third to the Fundpayment of interest, and in then the event that such Advance occursbalance, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may beif any, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments applied to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9principal.

Advances. If, for any reason in the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration of the Fund's assets pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), the Fund hereby does: 7.6.1 acknowledge that the Fund shall have no right or title to any Investments purchased with such Advance save a right to receive such Investments upon: (a) the debit of the Principal or Agency Account; or, (b) if such debit would produce an overdraft in such account, other reimbursement of the associated Advance; 7.6.2 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for the extent of such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 7.6.3 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such all Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign the security interest and any other rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due or within 24 hours of receipt of a demand notice requesting payment of the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize utilize, upon prior notice to the Fund, the available cash balance in the applicable Series any Agency or Principal Account and to dispose of any agreed upon Investments Property to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9.Investments

Advances. If(a) In accordance with the Servicing Standard, for any reason the Issuer Manager shall withdraw and remit to the Property Manager funds from the Collection Accounts and to use such funds in order to pay Emergency Property Expenses; provided, that, (i) the Issuer Manager shall have determined, in accordance with the Servicing Standard, that such costs and expenses, if paid by the Issuer Manager, would constitute a Nonrecoverable Advance, and (ii) the Issuer Manager shall have determined, in accordance with the Servicing Standard, that the making of such payment is in the conduct best interest of its safekeeping duties the Noteholders and the holders of any Related Series Notes. Any such funds withdrawn from the Collection Accounts to pay Emergency Property Expenses shall not constitute part of the Available Amount on any Payment Date and will not be available to make payments to the Noteholders or to pay any other expenses or obligations of the Issuer. The Back-Up Manager will be required to make any required Property Protection Advance, in accordance with the Servicing Standard, to the extent any Property Protection Advance required to be made by the Issuer Manager pursuant to this Section 5 hereof 11 is not made and the Back-Up Manager receives notice thereof, subject to the Back-Up Manager’s determination (in its sole discretion exercised in good faith) that such Property Protection Advance will not be a Nonrecoverable Advance. The Indenture Trustee will be required to make any required Property Protection Advance to the extent that any Property Protection Advance required to be made by the Issuer Manager or its administration of the Fund's assets Back-Up Manager pursuant to this Section 6 hereof11 is not made and the Indenture Trustee receives notice thereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant subject to the Custodian Indenture Trustee’s determination (in its sole discretion exercised in good faith) that such Property Protection Advance will not be a continuing security interest in certain Investments Nonrecoverable Advance. (as mutually agreed from time b) With respect to time) as security for such Advanceany Payment Date, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event the Series Available Amount allocated (or to be allocated) to any Series of notes on any Payment Date will be insufficient to pay in full (i) the scheduled principal payment (if any) with respect to each class of notes in such Series other than any such class of notes whose anticipated repayment date (x) occurs on such Payment Date or (y) has occurred prior to such Payment Date and (ii) accrued and unpaid note interest (not including any interest carry-forward amount) in respect of the notes of such Series due on such Payment Date, the Issuer Manager, subject to its determination that such Advance occurs, any transaction giving rise amounts are not Nonrecoverable Advances will be required to an Advance shall be for the account and risk make P&I Advance. None of the Fund Issuer Manager, the Property Manager, the Back-Up Manager and shall the Indenture Trustee will be required to make any advance to cover any shortfall in the scheduled payment of principal on any Class of Notes on or after the related Anticipated Repayment Date. The Back-Up Manager will be required to make any required P&I Advance, in accordance with the Servicing Standard, to the extent any P&I Advance required to be made by the Issuer Manager is not made and the Back-Up Manager receives notice thereof, subject to the Back-Up Manager’s determination (in its sole discretion exercised in good faith) that such P&I Advance will not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other personNonrecoverable Advance. If the Fund shall Issuer Manager and the Back-Up Manager fail to repay when due the principal balance of an make a P&I Advance and the Indenture Trustee receives notice thereof, the Indenture Trustee will be required to make any required P&I Advance by 3:00 p.m. New York City time on the related Payment Date, subject to the Indenture Trustee’s sole discretion exercised in good faith, that such P&I Advance will not be a Nonrecoverable Advance. (c) In accordance with the Servicing Standard, the Issuer Manager will be required to make Property Protection Advances necessary to preserve the security interest in, or value of, each Property and Lease (including any costs and expenses necessary to re-lease such Property) and the Property Manager will be required to enforce any Lease. (d) If the Issuer Manager, Back-up Manager, or Indenture Trustee, as applicable, determines (in its commercially reasonable, good faith business judgment and in accordance with the Servicing Standard) that any P&I Advance or Property Protection Advance, previously made or proposed to be made, will be a Nonrecoverable Advance, the Issuer Manager, Back-up Manager, or Indenture Trustee, as applicable, will not be required to make such P&I Advance or Property Protection Advance. (e) All Advances, together with Advance Interest thereon, shall be reimbursable in the first instance from collections from the related Leases and Properties and further as provided in Section 2.11(b) of the Indenture. (f) The determination by the Issuer Manager or the Back-Up Manager that it has made a Nonrecoverable Advance or that any proposed Advance, if made, would constitute a Nonrecoverable Advance, shall be in accordance with (i) with respect to Property Protection Advances, the Servicing Standard and (ii) with respect to P&I Advances, Section 11(g) below, and, in each case, shall be evidenced by an Officer’s Certificate delivered promptly to the Issuer and to the Indenture Trustee setting forth the basis for such determination. The determination by the Back-Up Manager that it has made a Nonrecoverable Advance or that any proposed Advance, if made, would constitute a Nonrecoverable Advance, shall be made in good faith. The determination by the Indenture Trustee that it has made a Nonrecoverable Advance or that any proposed Advance, if made, would constitute a Nonrecoverable Advance, shall be made in good faith. Each of the Back-Up Manager and the Indenture Trustee may conclusively rely on any determination by the Issuer Manager that an Advance, if made, would be a Nonrecoverable Advance. (g) In making a nonrecoverability determination with respect to any P&I Advance, the Issuer Manager (including the Back-Up Manager as successor Issuer Manager) and the Back-up Manager may only consider the obligations of the Issuer under the terms of the Transaction Documents as they may have been modified, the related Collateral in its “as is” or then current conditions and the timing and availability of anticipated cash flows as modified by such party’s assumptions regarding the possibility and effect of future adverse changes, together with such other factors, including but not limited to an estimate of future expenses, timing of recovery, the inherent risk of a protracted period to complete liquidation or the potential inability to liquidate Collateral as a result of intervening creditor claims or of a bankruptcy proceeding affecting the Issuer and the effect thereof on the existence, validity and priority of any security interest encumbering the Collateral, the direct and indirect equity interests in the Issuer, available cash on deposit in the Collection Account, the future allocations and disbursements of cash on deposit in the Collection Account, and the net proceeds derived from any of the foregoing. (i) In the event any Advances made by the Issuer Manager, the Back-Up Manager or the Indenture Trustee shall at any time be outstanding, or any amounts of interest thereon shall be accrued and unpaid, all amounts available to repay Advances and interest hereunder shall be applied first entirely to Advances (and the accrued and unpaid interest thereon, ) made by the Custodian or its assigneeIndenture Trustee and the Back-Up Manager, as applicable, until such Advances (and the case may beaccrued and unpaid interest thereon) made by the Indenture Trustee and the Back-Up Manager, as applicable, shall be entitled have been repaid in full and then to utilize Advances (and the available cash balance in accrued and unpaid interest thereon) made by the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third partyIssuer Manager. Any security interest costs or expenses in Investments connection with any actions to be taken hereunder by the Issuer Manager or Special Servicer pursuant to this Section 11 shall be treated borne by the Issuer Manager or Special Servicer, as Financial Assets credited to Securities Accounts under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9applicable.

Advances. If(i) Upon the occurrence and continuance of an Event of Default, for with prompt written notice thereafter to the Obligors, or (ii) upon the occurrence and continuance of a Default (that has not matured into an Event of Default), after the Administrative Agent has provided prior written notice to the Obligors and the Obligors have failed to act within a reasonable period of time thereafter, if with respect to this clause (ii), the Administrative Agent reasonably determines that the taking of a particular action is required prior to the expiration of any reason applicable cure period(s) in order to prevent an impairment of its rights in and to any Collateral, then in either case, the Administrative Agent may, at its sole option and in its sole discretion, perform the same and in so doing may expend such sums as the Administrative Agent may reasonably deem advisable in the conduct performance thereof, including, without limitation, the payment of its safekeeping duties pursuant any insurance premiums, the payment of any taxes, a payment to Section 5 obtain a release of a Lien or potential Lien, expenditures made in defending against any adverse claim and all other expenditures which the Administrative Agent may make for the protection of the security hereof or its administration which may be compelled to make by operation of Law. All such sums and amounts so expended shall be repayable by the Obligors on a joint and several basis promptly upon timely notice thereof and demand therefor, shall constitute additional Secured Obligations and shall bear interest from the date said amounts are expended at the Default Rate. No such performance of any covenant or agreement by the Administrative Agent on behalf of any Obligor, and no such advance or expenditure therefor, shall relieve the Obligors of any Default or Event of Default. The Administrative Agent may make any payment hereby authorized in accordance with any ▇▇▇▇, statement or estimate procured from the appropriate public office or holder of the Fund's assets pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest claim to be effective only as long as discharged without inquiry into the accuracy of such Advance remain outstanding; and, 7.6.2 agree that ▇▇▇▇, statement or estimate or into the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund validity of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demandtax assessment, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fundsale, and in the event that such Advance occursforfeiture, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian tax lien, title or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments claim except to the extent necessary to recover such payment of all principal of, is being contested in good faith by an Obligor in appropriate proceedings and interest on, such Advance against which adequate reserves are being maintained in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9accordance with GAAP.

Advances. If, for any reason in (a) On the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration of the Fund's assets pursuant to Section 6 hereofterms and conditions hereinafter set forth, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit Borrower may, by delivery of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant a Borrower Notice to the Custodian a continuing security interest in certain Investments (as mutually agreed Administrative Agent and each Managing Agent, from time to time on any Business Day during the Revolving Period, at its option, request that the Lenders make Advances to it in an amount which, at any time, shall not exceed the Availability in effect on the related Funding Date. Such Borrower Notice shall be delivered not later than 11:001:00 ap.m. (New York City time) as security for twoone (21) Business DaysDay prior to the requested Funding Date; provided, however that notwithstanding anything contained herein to the contrary, no more than one Advancetwo Advances may be made in a calendar week. Upon receipt of such AdvanceBorrower Notice, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian Administrative Agent (or, if applicable, each Managing Agent) shall promptly notify forward such Borrower Notice to the Fund of any Lenders (or if applicable, each Managing Agent shall promptly forward such Advances Borrower Notice to the Lenders in its Lender Group), and the time at which such Advances must applicable portion of the Advance will be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged made by the Custodian on similar loansLenders in accordance with their Pro-Rata Shares. Neither Notwithstanding anything contained in this Section 2.1 or elsewhere in this Agreement to the Custodian nor any Subcustodian contrary, no Lender shall be obligated to advance monies make any Advance in an amount that would result in the aggregate Advances then funded by such Lender exceeding its Commitment then in effect. The obligation of each Lender to remit its Pro-Rata Share of any such Advance shall be several from that of each other Lender, and the failure of any Lender to so make such amount available to the FundBorrower shall not relieve any other Lender of its obligation hereunder. Each Advance to be made hereunder shall be made ratably among the Lender Groups in accordance with their Group Advance Limits. (b) The Borrower may, no later than ninety (90) days prior to the date which is three years after the Effective Date and each anniversary thereafter, by written notice to the Administrative Agent, make written requests for the Lenders to extend the Commitment Termination Date. The Administrative Agent will give prompt notice to each Managing Agent of its receipt of such request, and each Managing Agent shall give prompt notice to each of the Lenders in its related Lender Group of its receipt of such request for extension of the Commitment Termination Date. Each Lender shall make a determination, in its sole discretion and after a full credit review, not less than sixty (60) days prior to the applicable anniversary of the Effective Date as to whether or not it will agree to extend the Commitment Termination Date; provided, however, that the failure of any Lender to make a timely response to the Borrower’s request for extension of the Commitment Termination Date shall be deemed to constitute a refusal by such Lender to extend the Commitment Termination Date. In the event that at least one ▇▇▇▇▇▇ agrees to extend the Commitment Termination Date, the Borrower, the Servicer, the Administrative Agent and the extending Lenders shall enter into such documents as the Administrative Agent and such extending Lenders may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Lenders and the Administrative Agent (including reasonable attorneys’ fees) shall be paid by the Borrower. In the event that any Lender declines the request to extend the Commitment Termination Date (each such Lender being referred to herein, from and after their then current Commitment Termination Date as a “Non-Renewing Lender”), and the Commitment of such Non-Renewing Lender is not assigned to another Person in accordance with the terms of Article XI prior to the then current Commitment Termination Date, (i) the Facility Amount shall be reduced by an amount equal to each such Non-Renewing Lender’s Commitment on the then current Commitment Termination Date, and (ii) the Group Advance Limits of the applicable Lender Groups shall be reduced by an amount equal to the applicable Non-Renewing Lender’s Commitment on the then current Commitment Termination Date. Notwithstanding the foregoing, the Borrower may elect to withdraw its request to extend the Commitment Termination Date in the event that such Advance occurs, the effective Facility Amount following any transaction giving rise to an Advance shall Commitment Termination Date extension would be for less than the account and risk of Facility Amount in effect on the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder Commitment Termination Date prior to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9extension.

Advances. If, for any reason in the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration of the Fund's assets pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), the Fund hereby does: 7.6.1 acknowledge that the Fund shall have no right or title to any Investments purchased with such Advance save a right to receive such (a) the debit of the Principal or Agency Account; or, (b) if such debit would produce an overdraft in such account, other reimbursement of the associated Advance; 7.6.2 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstandingall Investments; and, 7.6.2 7.6.3 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such all Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign the security interest and any other rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series any Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets financial assets credited to Securities Accounts securities accounts under Articles 8 and 9 of the UCCUniform Commercial Code (1997). Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary securities intermediary under such Articles 8 and 9.

Advances. IfIf the Mortgagor fails to pay, subject to any right hereunder to contest, any claim, lien, or encumbrance (other than Permitted Encumbrances), or, prior to delinquency, any tax or assessment, or, when due, any insurance premium, or to keep the Mortgaged Property in repair, or shall commit or permit waste, or if there shall be commenced any action or proceeding affecting the Mortgaged Property or the title thereto, or the interest of the Trustee therein, including, but not limited to, eminent domain and bankruptcy or reorganization proceedings, then the Trustee, at its option, may pay said claim, lien, encumbrance, tax assessment or premium, with right of subrogation thereunder, may make such repairs and take such steps as it deems advisable to prevent or cure such waste, and may appear in any such action or proceeding and retain counsel therein, and take such action therein as the Trustee deems advisable, and for any reason of said purposes the Trustee may advance such sums of money, including all costs, reasonable attorneys' fees and other items of expense as it deems necessary. The Mortgagor shall pay to the Trustee all sums of money so advanced by the Trustee together with interest on each such advance at two percent (2%) in the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration excess of the Fund's assets pursuant Prime Rate, and the repayment of such advances shall be secured hereby. In making any payment or securing any performance relating to Section 6 hereofany obligation of the Mortgagor under the Mortgage, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either duringTrustee, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as so long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest it acts in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may begood faith, shall be entitled to utilize the available cash balance in sole judge of the applicable Series Agency or Principal Account legality, validity and to dispose amount of any agreed upon Investments to the extent lien or encumbrance and of all other matters necessary to recover payment be determined in satisfaction thereof. No such action of all principal of, and interest on, such Advance in fullthe Trustee shall ever be considered as a waiver of any right accruing to it hereunder. The Custodian Trustee shall not ever be held accountable for any delay in making any such payment, which delay may assign result in any rights it has hereunder to a Subcustodian additional interest, costs, charges or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9expenses.

Advances. If, for any reason 4.1 Lender's obligation to make the initial Advance and subsequent Advances shall be subject to and conditioned upon the terms and conditions set forth in the conduct following subparagraphs and elsewhere in this Agreement being satisfied and remaining satisfied during the Term. (a) Borrower shall have delivered to Lender the following Documents, duly executed, delivered and in form and substance satisfactory to Lender: (i) the Note; (ii) the Guaranty; (iii) the Subordination Agreement(s); (iv) the Environmental Certificate; (v) UCC financing statements for filing and/or recording, as appropriate, where necessary to perfect the Security Interest in the Collateral subject to the UCC; (vi) a favorable opinion from independent counsel for Borrower in form and substance substantially identical to EXHIBIT H; (vii) a favorable opinion from independent counsel for Guarantor in form and substance substantially identical to EXHIBIT I; (viii) Amendment No. 2 to Lockbox Agreement; (ix) Amendment No. 2 to Servicing Agreement and Amendment No. 2 to Services and Fees Agreement; (x) non-disturbance agreements or other evidence satisfactory to Lender that each Purchaser has a right to use its Time-Share Interest and related amenities so long as the Purchaser has performed its obligations under the Purchaser Mortgage and the Project governing documents; and (xi) this Agreement. (b) Borrower shall have delivered to Lender (or to any agent of its safekeeping duties Lender pursuant to Section 5 hereof or its administration Lender's written direction) at least ten (10) Business Days prior to the date of the Fund's assets pursuant Advance, or in the case of the items called for in item (x) at least five (5) Business Days prior to Section 6 hereofthe date of the Advance, all of which shall be properly completed and executed and shall otherwise be satisfactory tin form and substance to Lender: (i) the Articles of Organization of Borrower, Guarantors, any other surety for the Obligations and their respective partners, if any, to the extent any such entity is not a natural person; (ii) the Resolutions of Borrower, Guarantors, any other surety for the Obligations and their respective partners, if any, to the extent any such entity is not a natural person; (iii) an environmental assessment of the New Projects in form and substance satisfactory to Lender in its sole discretion and such other environmental information on the Projects as is required by Lender; (iv) unless waived in writing by Lender, a 1988 ALTA/ACSM survey and condominium map of the Project prepared by a licensed land surveyor acceptable to Lender, showing the dimensions of each Unit and such other details as Lender may reasonably require; (v) a copy of the registrations/consents to sell, the Custodian final subdivision public reports/public offering statements and/or prospectuses and approvals thereof required to be issued by or used in the state where he Project is located and other jurisdictions where Time-Share Interests have been offered for sale or sold; (vi) if the Project has not been registered under the Interstate Land Sales Full Disclosure Act, and Lender requests such an opinion, a copy of an advisory opinion issued by the federal Office of Interstate Land Sales Registration that the Project does not fall within the purview of such act; (vii) a copy of the form of the purchase contract, deed, Instrument, Purchaser Mortgage, credit applications and disclosures, and other documents and exhibits which have been or are being used by Borrower in connection with the Project or the sale of Time-Share Interests, together with the Project governing documents, the Project management agreement, the Project exchange affiliation agreement(s) and advertising materials; (viii) the Insurance Policies; (ix) evidence that the Project is not located within a flood prone area or evidence of flood insurance acceptable to Lender; (x) the items described in EXHIBIT J; (xi) current financial statements and budgets for the owner's association for each Project; (xii) such other items as Lender requests which are reasonably necessary to evaluate the request for the Advance and the satisfaction of the conditions precedent to the Advance. (c) No material adverse change shall have occurred in the Project or in Borrower's or any Subcustodian advances monies to facilitate settlement Guarantor's business or otherwise for benefit financial condition since the date of the Fund latest financial and operating statements given to Lender by or on behalf of Borrower or any Guarantor. (d) There shall have been no change in the warranties and representations made in the Documents by Borrower, any Guarantor and/or any other surety for the Performance of any of the Obligations. (e) Neither an Event of Default nor Incipient Default shall have occurred and be continuing. (f) The interest rate applicable to the Advance (before giving effect to any savings clause) will not exceed the maximum rate permitted by the Applicable Usury Law. (g) Borrower shall have paid to Lender the portion of the Loan Fee and all other fees required to be paid at the time of the Advance. (h) Borrower shall not be entitled to any Advance unless on or before the date of closing of the Construction Loan, all Documents have been executed by the persons required to do so and delivered to Lender. (i) No Advance shall be made which would cause the combined outstanding balance of the Loan, the Presales Loan and the Cocoa Beach Loan plus the Lender's maximum $5,200,000 commitment under the Construction Loan (whether or not funded, but with credit for any Principal or Agency Account shall be overdrawn either during, or at repayments) to exceed the end of, any Business Day), Fund hereby does:Aggregate Funding Limitation. 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such 4.2 Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged requested in writing by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund Borrower and shall not be deemed made more frequently than (together with advances of the Presales Loan) three times per month or in amounts less than $100,000. In addition to all other fees required to be paid pursuant to this Agreement, Borrower shall pay to Lender at the time of the third Advance in a transaction undertaken by month a fee equal to the Custodian for its own account and risk. If greater of (a) 0.25% of such Advance or (b) $500. 4.3 Advances may be disbursed by checks, wire transfers or drafts payable to Borrower; or at the option of Lender, to others, either severally or jointly with Borrower, for the credit or benefit of Borrower. 4.4 Although Lender shall have been made by a Subcustodian or any other person, no obligation to make an Advance unless and until all of the Custodian may assign any rights granted conditions precedent to the Custodian hereunder Advance have been satisfied, Lender may, at its sole discretion, make Advances prior to such Subcustodian that time without waiving or other person. If releasing any of the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, Obligations. 4.5 Borrower shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and Advances for Projects other than The Fairways at Palm-Aire prior to dispose satisfaction of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9.paragraph 4.1

Advances. IfThis Mortgage shall secure any and all present or future advances and readvances under the Reimbursement Agreement and the other Loan Documents made by Mortgagee to or for the benefit of Mortgagor or the Mortgaged Premises, for any reason in the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration including, without limitation: (i) principal, interest, late charges, fees and other amounts due under each of the Fund's assets pursuant other Loan Documents or this Mortgage; (ii) all advances by Mortgagee to Section 6 Mortgagor or any other person to pay costs of erection, construction, alteration, repair, restoration, maintenance and completion of any improvements on the Mortgaged Premises; (iii) all advances made or costs incurred by Mortgagee for the payment of real estate taxes, assessments or other governmental charges, maintenance charges, insurance premiums, appraisal charges, environmental inspection, audit, testing or compliance costs, and costs incurred by Mortgagee for the enforcement and protection of the Mortgaged Premises or the lien of this Mortgage; and (iv) all legal fees, costs and other expenses incurred by Mortgagee by reason of any default or otherwise in connection with the Liabilities. Mortgagor agrees that if, at any time during the term of this Mortgage or following a foreclosure hereof, the Custodian Mortgagor fails to perform or observe any Subcustodian advances monies to facilitate settlement covenant or otherwise for benefit obligation under this Mortgage including, without limitation, payment of any of the Fund foregoing, Mortgagee may (whether but shall not be obligated to) take such steps as are reasonably necessary to remedy any such nonperformance or not any Principal or Agency Account nonobservance and provide payment thereof. All amounts advanced by Mortgagee shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant added to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance amount secured by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances this Mortgage and the time at which such Advances must be repaid. Such Advances other Loan Documents evidencing collateral security, and shall be deemed a loan due and payable on demand, bearing together with interest at three percent (3%) per annum above the rate customarily charged by of interest then in effect under the Custodian on similar loans. Neither Reimbursement Agreement, such interest to be calculated from the Custodian nor any Subcustodian shall be obligated to date of such advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk date of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and riskrepayment thereof. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken Mortgagor's obligations hereunder shall be treated as Financial Assets credited to Securities Accounts under Articles 8 continuing and 9 shall survive notwithstanding a foreclosure of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9this Mortgage.

Advances. IfIntegraMed agrees to advance necessary funds for REACh to meet Cost of Services and, for any reason in the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration of the Fund's assets pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund meet Physician distributions (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Daythrough their respective professional associations), Fund hereby does: 7.6.1 grant and Physician-Employee salaries; provided, however, nothing herein shall obligate IntegraMed to the Custodian a continuing security interest incur Cost of Services and Physician salary Advances in certain Investments (as mutually agreed from time excess of Revenues under this Agreement in order to time) as sustain REACh's operations. As security for such Advances, REACh shall deliver to IntegraMed with the execution of this Agreement a Security Agreement in the form of Exhibit 7.3 hereto giving IntegraMed a collateral interest in all Receivables of REACh and PDE payable to REACh Shareholders. IntegraMed shall, in its sole discretion, be entitled to take any and all necessary action to prevent financial losses, in the form of Cost of Services on behalf of REACh, to IntegraMed in the event REACh's Cost of Services exceed REACh's Revenues at any point during the Term of this Agreement. Notwithstanding anything herein to the contrary, no Advances will be made by IntegraMed to satisfy physician-employee draws, salaries or pension contributions. 7.3.1 Any Advance hereunder shall be a debt owed to IntegraMed by REACh and shall be repaid within 60 days after the Advance. Upon request of REACh, such security interest IntegraMed will consider repayment in installments. To the extent PDE is available for distribution to Physicians for a particular month, IntegraMed is authorized to deduct any outstanding Advance from the PDE prior to distribution to the Physicians. 7.3.2 Interest expense will be effective only as long as such charged on an Advance remain outstanding; and,and will be computed at the Prime Rate used by IntegraMed's primary bank. 7.6.2 agree 7.3.3 REACh acknowledges and understands that the Custodian may secure the resulting Advance by perfecting IntegraMed's bank has a security interest in REACh's accounts receivable purchased by IntegraMed. In that connection, IntegraMed's bank requires that the various medical practices with which IntegraMed enters into a Service Agreement, executes and delivers to such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed bank a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and Continuing General Limited Security Agreement in the event that such Advance occursform of Exhibit 7.3.3 attached hereto, any transaction giving rise which REACh hasl executed and delivered to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9IntegraMed.

Advances. If(a) Notwithstanding any other provision hereof to the contrary, for the Company may, by delivering an Officer's Certificate to the Collateral Agent, withdraw funds on deposit in or credited to any reason in the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration of the Fund's assets pursuant to Section 6 hereofAvailable Accounts ("ADVANCES"); PROVIDED, HOWEVER, that, at the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit time of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for making of such Advance, such security interest to (i) no Default or Event of Default shall have occurred and be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances continuing and the time at which Officer's Certificate of the Company shall so certify and (ii) the Company's obligations to repay such Advances must be repaid. Such Advances shall be deemed a loan payable supported by Acceptable Credit Support. The Collateral Agent may conclusively rely on demand, bearing interest at such Officer's Certificate certifying that all conditions for withdrawals from the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian Available Accounts have been met. (b) The Company shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed repay immediately or cause to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or repaid any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments Advances to the extent that the funds on deposit in such Available Accounts are, on the Business Day next preceding the day on which such funds are to be withdrawn or transferred from such Available Accounts pursuant to this Article III, insufficient to make the necessary withdrawals and transfers. In addition, the Company shall cause to recover be repaid immediately the aggregate amount of all Advances upon the occurrence of (i) a default in the payment of all principal of, premium, if any, or interest on the Bonds or any default in payment of loans due and interest onpayable under the DSR LOC Reimbursement Agreement, the PPA LOC Reimbursement Agreement or the Working Capital Agreement, (ii) any Event of Default, (iii) any default by an Acceptable Credit Provider in respect of its obligations under its Acceptable Credit Support or (iv) the failure of the Company to provide, within five (5) Business Days, Acceptable Credit Support in respect of its obligations to repay Advances upon the failure of the Acceptable Credit Provider to meet the requirements of the definition thereof. Any amounts so repaid shall be allocated to and deposited in the Available Accounts to which such repayment is required to be made as directed by the Company in an Officer's Certificate. (c) If an Advance is repaid but the Acceptable Credit Support in respect of such Advance in full. The Custodian may assign any rights it has hereunder to remains outstanding, the Collateral Agent, upon receipt of a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts under Articles 8 and 9 written request of the UCC. AccordinglyCompany, shall, and hereby is directed to, promptly execute such documents and agreements as the Custodian shall have the rights and benefits Company may reasonably request in order to terminate such Acceptable Credit Support upon expiration of a secured creditor that is a Securities Intermediary under all obligations thereunder in respect of repayment of such Articles 8 and 9Advance.

Advances. If, for any reason in the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration of the Fund's assets pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), the Fund hereby does: 7.6.1 acknowledge that the Fund shall have no right or title to any Investments purchased with such Advance save a right to receive such Investments upon: (a) the debit of the Principal or Agency Account; or, (b) if such debit would produce an overdraft in such account, other reimbursement of the associated Advance; 7.6.2 grant to the Custodian a continuing security interest in certain the Fund's Investments (as mutually agreed from time to time) as security for such Advance in an amount not to exceed the amount of the Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 7.6.3 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such the Fund's Investments in an amount not to exceed the amount of the Advance under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign the security interest and any other rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series any Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets financial assets credited to Securities Accounts securities accounts under Articles 8 and 9 of the UCCUniform Commercial Code (1997). Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary securities intermediary under such Articles 8 and 9.

Advances. IfIf Mortgagor should fail to perform, for in whole or in part, any reason one or more of the covenants contained in the conduct Loan Documents, Mortgagee may do, but is not obligated to do, any and all things required of Mortgagor under any such covenants. If any such breach of covenant or any Event of Default can be cured by the payment of money, Mortgagee may, but is not obligated to, advance such sums of money as Mortgagee, in its safekeeping duties pursuant sole discretion, shall determine to Section 5 hereof be necessary to cure such breach of covenant or its administration Event of the Fund's assets pursuant to Section 6 hereofDefault, including, but not limited to, the Custodian payment of any tax, lien, assessment or charge asserted against the Property, the payment of any Subcustodian advances monies insurance premiums required hereby, and the payment of any amounts deemed necessary by Mortgagee to facilitate settlement keep the Property in good order and repair or otherwise to prevent waste. Mortgagee shall have sole discretion as to the necessity for benefit of the Fund (whether or not making any Principal or Agency Account such payments and shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant without obligation to inquire as to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advancevalidity of any tax, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that assessment, lien or charge asserted against the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable LawProperty. The Custodian shall promptly notify the Fund making of any such Advances and the time at which advance will not operate as a waiver of any right to accelerate debt maturity. The amount of any such Advances must be repaid. Such Advances advance shall be deemed a loan payable on demandadded to the indebtedness secured by this Mortgage, bearing with interest thereon at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and of interest provided in the event that such Advance occursNote from the date of advance until repaid. Should Mortgagor fail, any transaction giving rise neglect or refuse to an Advance shall be reimburse Mortgagee for the account and risk amount of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance advance with interest accrued thereon within fifteen (I 5) days of receipt of written demand from Mortgagee, Mortgagee shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted option to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance accelerate maturity and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover demand immediate payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a indebtedness secured creditor that is a Securities Intermediary under such Articles 8 and 9by this Mortgage.

Advances. IfLender agrees that it will, for any reason in the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration of the Fund's assets pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant subject to the Custodian a continuing security interest in certain Investments (as mutually agreed terms and provisions of this Agreement, make Advances to Borrower and its Subsidiaries from time to time) as security for time during the term commencing on the date hereof to and including the Business Day immediately preceding the Termination Date in an aggregate principal amount not exceeding the sum of $50,000,000.00, provided, that the aggregate indebtedness due and owing pursuant to all of the Advances and all of the Notes evidencing such Advances shall not, at any time during the term of this Agreement, exceed the sum of $50,000,000.00. Borrower and its Subsidiaries may, subject to the limitations set forth above, borrow, repay and reborrow under this Facility. Each Advance made by the Lender to Borrower or a Subsidiary shall be further evidenced by a Note executed by Borrower or the respective Subsidiary contemporaneously with each Advance, such security payable to the order of the Lender, in the principal amount of the Advance it evidences. Each Note shall be dated as of the date of the Advance it evidences. Records maintained by Lender shall be conclusive evidence, absent manifest error, of the amount of the Advances made by Lender to Borrower and each Subsidiary, and the interest and principal payments thereon. Any failure to so record, or any error in recordation, shall not, however, limit or otherwise affect the obligation of Borrower or the respective Subsidiary under the Loan Documents to pay any amount owing pursuant to the respective Obligation. All payments of principal, interest, and other amounts required to be effective only paid by Borrower or a Subsidiary pursuant to this Facility shall be paid to Lender at its principal office in Omaha, Nebraska in funds which are or will be available for immediate use by Lender by 12:00 Noon, Omaha, Nebraska time on the date on which the same are due, without setoff, deduction, or counterclaim. If any payment required to be paid pursuant to this Facility shall be due on a day that is not a Business Day, such payment may be made on the next succeeding Business Day, and such extension of time shall be included in the computation of interest and fees, as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Lawapplicable. The Custodian shall promptly notify the Fund of any such Advances and the Payments made after 12:00 Noon, Omaha, Nebraska time at which such Advances must be repaid. Such Advances shall be deemed a loan payable made on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9next Business Day.

Advances. IfIf the Mortgagors fail to pay, subject to any right hereunder to contest, any claim, lien, or encumbrance (other than Permitted Encumbrances), or, prior to delinquency, any tax or assessment, or, when due, any insurance premium, or to keep the Mortgaged Property in repair, or shall commit or permit waste, or if there shall be commenced any action or proceeding affecting the Mortgaged Property or the title thereto, or the interest of the Mortgagee therein, including, but not limited to, eminent domain and bankruptcy or reorganization proceedings, then the Mortgagee, at its option, may pay said claim, lien, encumbrance, tax assessment or premium, with right of subrogation thereunder, may make such repairs and take such steps as it deems advisable to prevent or cure such waste, and may appear in any such action or proceeding and retain counsel therein, and take such action therein as the Mortgagee deems advisable, and for any reason of said purposes the Mortgagee may advance such sums of money, including all costs, reasonable attorneys' fees and other items of expense as it deems necessary. The Mortgagors shall pay to the Mortgagee all sums of money so advanced by the Mortgagee together with interest on each such advance at two percent (2%) in the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration excess of the Fund's assets pursuant Prime Rate, and the repayment of such advances shall be secured hereby. In making any payment or securing any performance relating to Section 6 hereofany obligation of the Mortgagors under the Mortgage, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either duringMortgagee, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as so long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest it acts in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may begood faith, shall be entitled to utilize the available cash balance in sole judge of the applicable Series Agency or Principal Account legality, validity and to dispose amount of any agreed upon Investments to the extent lien or encumbrance and of all other matters necessary to recover payment be determined in satisfaction thereof. No such action of all principal of, and interest on, such Advance in fullthe Mortgagee shall ever be considered as a waiver of any right accruing to it hereunder. The Custodian Mortgagee shall not ever be held accountable for any delay in making any such payment, which delay may assign result in any rights it has hereunder to a Subcustodian additional interest, costs, charges or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9expenses.

Advances. If‌ Upon the Mortgagor’s failure to comply with the preceding covenants and agreements, the payment of prior liens, liens on a parity with this Mortgage, taxes, assessments and charges, and maintenance of insurance and repairs as required by the Agreement and this Mortgage, the Mortgagee, without prejudice to any rights given herein may make advances to perform the same on behalf of the Mortgagor and, in furtherance thereof, the Mortgagee may: place or cause the Mortgaged Property to be placed in good condition, repair and working order; pay, settle or contest any such taxes, liabilities, charges and assessments; redeem the Mortgaged Property from any sale or forfeiture for any reason tax or assessment; purchase any tax title obtained or that shall be obtained thereon; pay any judgments based on such tax or assessment; pay, settle or contest any unpermitted lien on the Mortgaged Property and procure such insurance as may be necessary to comply with the provisions of this Mortgage and the Agreement. The Mortgagor hereby agrees to repay all sums so advanced, on demand, with interest thereon, to the extent permitted by law, from the date advanced until paid at the Repayment Rate, and all sums so advanced with interest as aforesaid until paid by the Mortgagor shall be immediately due and payable and be added to and become a part of any indebtedness or obligation secured hereby in such manner or order as the conduct of its safekeeping duties pursuant to Section 5 hereof Mortgagee may desire or its administration of determine, having the Fund's assets pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either duringlien hereby created as a part thereof, or at the end ofand of its priority, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for but no such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances advances shall be deemed a loan payable on demandto relieve the Mortgagor from any default hereunder or impair any right or remedy consequent thereon, bearing interest at and the rate customarily charged by exercise of the Custodian on similar loans. Neither the Custodian nor any Subcustodian rights to make advances granted in this Section shall be obligated to advance monies optional with the Mortgagee and not obligatory, and the Mortgagee shall not in any case be liable to the Fund, and in the event that Mortgagor for failure to exercise any such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9right.

Advances. If, for any reason in the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration of the Fund's assets pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, during or at the end of, of any Business Day), the Fund hereby does: 7.6.1 7.6.1. acknowledge that the Fund shall have no right or title to any Investments purchased with such Advance save a right to receive such Investments upon: (a) the debit of the Principal or Agency Account; or, (b) if such debit would produce an overdraft in such account, other reimbursement of the associated Advance; 7.6.2. grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstandingspecified Investments; and, 7.6.2 7.6.3. agree that the Custodian may secure the resulting Advance by perfecting a security interest in such specified Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign the security interest and any other rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series any Agency or Principal Account and to dispose of any agreed upon the specified Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets financial assets credited to Securities Accounts securities accounts under Articles 8 and 9 of the UCCUniform Commercial Code (1997). Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary securities intermediary under such Articles 8 and 9.

Advances. If, for any reason in the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration of the Fund's assets pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9.. 38362-4 5/24/2017

Advances. IfFollowing the Initial Advance to Borrower, Borrower may request in writing that Lender up to five (5) additional Advances to Borrower for the acquisition and development of New Properties, and Lender shall make such Advances to Borrower in an aggregate amount (together with the Initial Advance) not to exceed the face amount of the Note, provided that all of the conditions set forth in this Section 2.6 have been satisfied with respect to each such Advance, within ten (10) Business Days of the satisfaction of all such conditions. Each such Advance funded by Lender shall be and constitute part of the Loan. The conditions to any reason Advance shall be as follows: (a) No Event of Default has occurred and is continuing at the time such request is made or at the time the applicable Advance is made; (b) Borrower shall have delivered to Lender the following: (i) true, complete and correct copies of the organizational documents of the MortgageProperty Borrower in connection with such New Property; (ii) with respect to a New Property that will be owned by Mortgage Borrower and subject to a Mortgage pursuant to the Mortgage Loan Agreement, copies of each Mortgage Loan Document in connection with the Mortgage Loan secured by such New Property; (iii) copies of all material acquisition documents executed in connection with the acquisition of such New Property as Lender may request; (iv) a fully executed pledge and security agreement pledging, among other things, the Equity Interests of the applicable MortgageProperty Borrower in favor of Lender, in the conduct same form as the Pledge Agreement, duly executed by Borrower and sufficient in number for distribution to Lender and Borrower, each of its safekeeping duties which shall be originals, unless otherwise specified; (v) a UCC-1 Financing Statement in form and substance satisfactory to Lender pledging, among other things, the Equity Interests of the applicable MortgageProperty Borrower in favor of Lender; and (vi) with respect to a New Property that will be owned by Mortgage Borrower and subject to a Mortgage pursuant to Section 5 hereof or its administration the Mortgage Loan Agreement, if required by the Mortgage Lender and Lender, in their sole discretion, a fully executed amendment to the Subordination and Standstill Agreement, in form and substance satisfactory to the Mortgage Lender and Lender; (c) Borrower shall be deemed to have re-stated each of the Fund's assets pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit representations and warranties contained in this Agreement as of the Fund date of any such Advance, all of which shall be true and correct except those that are no longer true solely due to the passage of time or one or more events permitted to occur under the Loan Documents; (d) Borrower shall deliver such other certificates, documents and instruments as Lender may request; and (e) Borrower shall pay all of Lender’s costs and expenses (including, without limitation, attorneys’ fees) associated with Borrower’s request for an Advance (as well as any other then-outstanding fees and costs of Lender), whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9ultimately made.

Advances. If, for (a) Lenders shall have no obligation to make any reason in Advance after the conduct of its safekeeping duties pursuant to Section 5 hereof Effective Date unless the following conditions precedent shall have been satisfied before or its administration concurrently with the date of the Fund's assets pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit making of the Fund applicable Advance: (whether or not any Principal or Agency Account i) Administrative Agent shall have received evidence acceptable to Administrative Agent that Mezzanine Lender has determined (provided, however, that after a Mezzanine Loan Enforcement Action, such determination shall be overdrawn either duringmade by Administrative Agent) that the condition set forth in Section 3.4(a)(iii) of the Mezzanine Loan Agreement (as the same exists as of the date hereof) has been satisfied (and not waived) and that the Mezzanine Lender will, simultaneously with the making of the applicable Advance being made hereunder, make a Mezzanine Advance in an amount equal to the Mezzanine Loan Share of the overall TI/LC Expenses that are the subject of the applicable Advance being made hereunder; (ii) no Default, or at Potential Default that could have a Material Adverse Effect, of which Administrative Agent shall have given Borrower notice, shall exist as of the end of, any Business Daydate of the making of such Advance that will not be cured by the funding of the applicable Advance or would not be existing immediately after giving effect thereto; (iii) the Lease in connection with which Borrower has requested an Advance satisfies the Minimum Leasing Guidelines (as reasonably determined by Administrative Agent upon review of such Lease), Fund hereby does:; 7.6.1 grant (iv) either (1) the amount of TI/LC Expenses for the applicable Lease does not exceed the TI/LC Budgeted Amount applicable to such Lease or (2) Borrower has either (X) funded from equity prior to the Custodian a continuing security interest applicable Advance or (Y) provided reasonably satisfactory evidence to Administrative Agent that Borrower will simultaneously fund from equity, an amount equal to the difference between the actual amount of TI/LC Expenses incurred in certain Investments (as mutually agreed from time to time) as security for connection with such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances Lease and the time at applicable TI/LC Budgeted Amount applicable to such Lease (which such Advances must be repaid. Such Advances shall be deemed to be the amount requested by the applicable Request for Advance; and (v) Administrative Agent shall have received a loan payable on demandRequest for Advance from Borrower, bearing interest in accordance with Section 2.17 hereof, accompanied by the following items (which items shall be in the form and substance reasonably satisfactory to Administrative Agent): (A) if with respect to tenant improvements being performed by Borrower, as landlord under the applicable Lease, or any work performed by Borrower at the rate customarily charged request of a tenant under a Lease (collectively, “Borrower TI Work”): (1) an officer’s certificate of Borrower (A) certifying that the TI/LC Expenses or any portion thereof which are subject of the requested advance and described in this Section 3.4(a)(v)(A) have been, or with the proceeds of such disbursement will be, completed in a good and workmanlike manner and in accordance in all material respects with all Applicable Law and the applicable Lease and (B) stating that each Person performing work in connection with the TI/LC Expenses for which such request has been made or, upon receipt of the requested disbursement, will be paid in full (subject to retainage) with respect to the portion of the TI/LC Expenses which is subject to the requested disbursement (provided, however, that if such tenant improvements and/or work are not Borrower TI Work, then Borrower shall not be required to provide the items in this clause (1), but instead shall be required to provide (x) an officer’s certificate of Borrower stating that, to its knowledge, the tenant improvements and/or work being performed comply in all material respects with the terms of the applicable Lease and (y) any lien waivers or other documentation in connection with such tenant improvements and/or work that such tenant is required to provide to Borrower (and actually provides to Borrower) under the applicable Lease); and (2) such other evidence as Administrative Agent shall reasonably request that the TI/LC Expenses which are the subject of the requested disbursement have been (or with such disbursement, will be) completed and paid for; or (B) if with respect to leasing commissions (1) an officer’s certificate of Borrower certifying that such leasing commissions are due and payable, or have been paid, and (2) such other evidence as Administrative Agent shall reasonably request. (b) Notwithstanding anything to the contrary in this Agreement, any request for an Advance made by Borrower to Administrative Agent under this Section 3.4 shall be revocable by Borrower by written notice to Administrative Agent not less than three (3) Business Days prior to the Custodian on similar loans. Neither date of the Custodian nor any Subcustodian requested Advance, but Borrower shall be obligated to advance monies to the Fundpay all reasonable out-of-pocket costs, fees and expenses (including, but not limited to, reasonable attorneys’ fees and disbursements) actually incurred by Administrative Agent in the event that connection with actions taken as a result of such Advance occurs, any transaction giving rise to an Advance shall be request for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9Advance.

Advances. IfIf the Mortgagor fails to pay, subject to any right hereunder to contest, any claim, lien, or encumbrance (other than Permitted Encumbrances), or, prior to delinquency, any tax or assessment, or, when due, any insurance premium, or to keep the Mortgaged Property in repair, or shall commit or permit waste, or if there shall be commenced any action or proceeding affecting the Mortgagee Property or the title thereto, or the interest of the Trustee therein, including, but not limited to, eminent domain and bankruptcy or reorganization proceedings, then the Trustee, at its option, may pay said claim, lien, encumbrance, tax, assessment or premium, with right of subrogation thereunder, may make such repairs and take such steps as it deems advisable to prevent or cure such waste, and may appear in any such action or proceeding and retain counsel therein, and take such action therein as the Trustee deems advisable, and for any reason of said purposes the Trustee may advance such sums of money, including all costs, reasonable attorneys' fees and other items of expense as it deems necessary. The Mortgagor shall pay to the Trustee all sums of money so advanced by the Trustee together with interest on each such advance at two percent (2%) in the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration excess of the Fund's assets pursuant Prime Rate, and the repayment of such advances shall be secured hereby. In making any payment or securing any performance relating to Section 6 hereofany obligation of the Mortgagor under this Mortgage, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either duringTrustee, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as so long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest it acts in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may begood faith, shall be entitled to utilize the available cash balance in sole judge of the applicable Series Agency or Principal Account legality, validity and to dispose amount of any agreed upon Investments to the extent lien or encumbrance and of all other matters necessary to recover payment be determined in satisfaction thereof. No such action of all principal of, and interest on, such Advance in fullthe Trustee shall ever be considered as a waiver of any right accruing to it hereunder. The Custodian Trustee shall not ever be held accountable for any delay in making any such payment, which delay may assign result in any rights it has hereunder to a Subcustodian additional interest, costs, charges or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9expenses.

Advances. If, for any reason in (a) On the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration of the Fund's assets pursuant to Section 6 hereofterms and conditions hereinafter set forth, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit Borrower may, by delivery of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant a Funding Request to the Custodian a continuing security interest in certain Investments (as mutually agreed Administrative Agent and each Managing Agent, from time to time on any Business Day during the Revolving Period, at its option, request that the Lenders make Advances to it (including, in the case of the Swingline Lender, any Swingline Advances) in an amount which, at any time, shall not exceed the Availability in effect on the related Funding Date. Such Funding Request shall be delivered not later than 11:00 a.m. (New York City time) as security for on the requested Funding Date; provided, however that notwithstanding anything contained herein to the contrary, no more than two Advances may be made in a calendar week. Upon receipt of such AdvanceFunding Request, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian Administrative Agent (or, if applicable, each Managing Agent) shall promptly notify forward such Funding Request to the Fund of any Lenders (or if applicable, each Managing Agent shall promptly forward such Advances Funding Request to the Lenders in its Lender Group), and the time at which such Advances must applicable portion of the Advance will be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged made by the Custodian on similar loansLenders in accordance with their Pro‑Rata Shares. Neither Notwithstanding anything contained in this Section 2.1 or elsewhere in this Agreement to the Custodian nor any Subcustodian contrary, no Lender shall be obligated to advance monies make any Advance in an amount that would result in the aggregate Advances then funded by such Lender exceeding its Commitment then in effect. The obligation of each Lender to remit its Pro‑Rata Share of any such Advance allocated to its Lender Group shall be several from that of each other Lender, and the failure of any Lender to so make such amount available to the FundBorrower shall not relieve any other Lender of its obligation hereunder. Each Advance to be made hereunder shall be made ratably among the Lender Groups in accordance with their Group Advance Limits. For the avoidance of doubt, each ▇▇▇▇▇▇’s obligation to refund Swingline Advances pursuant to Section 2.2(f) shall constitute usage of its Commitment. (b) The Borrower may, no later than ninety (90) days prior to the date which is two years after the Restatement Effective Date and each anniversary thereafter, by written notice to the Administrative Agent, make written requests for the Lenders to extend the Commitment Termination Date. The Administrative Agent will give prompt notice to each Managing Agent of its receipt of such request, and each Managing Agent shall give prompt notice to each of the Lenders in its related Lender Group of its receipt of such request for extension of the Commitment Termination Date. Each Lender shall make a determination, in its sole discretion and after a full credit review, not less than sixty (60) days prior to the applicable anniversary of the Restatement Effective Date as to whether or not it will agree to extend the Commitment Termination Date; provided, however, that the failure of any Lender to make a timely response to the Borrower’s request for extension of the Commitment Termination Date shall be deemed to constitute a refusal by such Lender to extend the Commitment Termination Date. In the event that at least one ▇▇▇▇▇▇ agrees to extend the Commitment Termination Date, the Borrower, the Administrative Agent and the extending Lenders shall enter into such documents as the Administrative Agent and such extending Lenders and may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Lenders and the Administrative Agent (including reasonable attorneys’ fees) shall be paid by the Borrower. In the event that any Lender declines the request to extend the Commitment Termination Date (each such Lender being referred to herein, from and after their then current Commitment Termination Date as a “Non‑Renewing Lender”), and the Commitment of such Non‑Renewing Lender is not assigned to another Person in accordance with the terms of Article XI prior to the then current Commitment Termination Date, (i) the Facility Amount shall be reduced by an amount equal to each such Non‑Renewing Lender’s Commitment on the then current Commitment Termination Date, and (ii) the Group Advance Limits of the applicable Lender Groups shall be reduced by an amount equal to the applicable Non‑Renewing Lender’s Commitment on the then current Commitment Termination Date. Notwithstanding the foregoing, the Borrower may elect to withdraw its request to extend the Commitment Termination Date in the event that such Advance occurs, the effective Facility Amount following any transaction giving rise to an Advance shall Commitment Termination Date extension would be for less than the account and risk of Facility Amount in effect on the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder Commitment Termination Date prior to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9extension.

Advances. If(a) Each Advance (other than Swingline Advances which shall be made by the Swingline Lender in accordance with Section 2.03) shall be made as part of a Borrowing consisting of Advances made by the Lenders ratably in accordance with their respective Commitments; provided, for however, that the failure of any reason Lender to make any Advance shall not in the conduct itself relieve any other Lender of its safekeeping duties obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Advance required to be made by such other Lender). The Advances (other than Swingline Advances) comprising any Borrowing shall be in an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000 (or an aggregate principal amount equal to the remaining balance of the available Commitments). (b) Each Borrowing (other than with respect to Swingline Advances) shall be comprised entirely of Eurodollar Advances or Base Rate Advances, as the Borrower may request pursuant to Section 5 hereof 2.03. Each Lender may at its option make any Eurodollar Advance by causing any domestic or its administration foreign branch or Affiliate of such Lender to make such Advance; provided that any exercise of such option shall not affect the obligation of the Fund's assets pursuant Borrower to repay such Advance in accordance with the terms of this Agreement. Subject to Section 6 hereof2.01(c), the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit Borrowings of the Fund (whether or not any Principal or Agency Account shall more than one Type may be overdrawn either during, or outstanding at the end of, any Business Day), Fund hereby does:same time. 7.6.1 grant (c) Each Lender shall make each Advance to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to the Custodian a continuing security interest Administrative Agent in certain Investments (as mutually agreed New York, New York, not later than 12:00 noon, and the Administrative Agent shall, by 2:00 P.M., credit the amounts so received to the account or accounts specified from time to timetime in one or more notices delivered by the Borrower to the Administrative Agent or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. Unless the Administrative Agent shall have received notice from a Lender prior to the time of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with this subsection (c) as security and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Borrower (without waiving any claim against such Lender for such AdvanceLender’s failure to make such portion available) severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such security amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and rate applicable at the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, Advances comprising such Borrowing and (ii) in the event case of such Lender, the Federal Funds Effective Rate; provided, however, that should both the Borrower and such Advance occursLender repay the Administrative Agent in accordance with this sentence, any transaction giving rise to an Advance shall be for the account and risk Administrative Agent will forthwith return the amount in excess of the Fund and shall not be deemed portion due to be a transaction undertaken by it under this sentence to the Custodian for its own account and riskBorrower. If such Advance Lender shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted repay to the Custodian hereunder to Administrative Agent such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest oncorresponding amount, such amount shall constitute such Lender’s Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts under Articles 8 and 9 part of the UCC. Accordingly, the Custodian shall have the rights and benefits such Borrowing for purposes of a secured creditor that is a Securities Intermediary under such Articles 8 and 9this Agreement.

Advances. IfIf the Mortgagor fails to pay, subject to any right hereunder to contest, any claim, lien, or encumbrance (other than Permitted Encumbrances), or, prior to delinquency, any tax or assessment, or, when due, any insurance premium, or to keep the Mortgaged Property in repair, or shall commit or permit waste, or if there shall be commenced any action or proceeding affecting the Mortgagee Property or the title thereto, or the interest of the Trustee therein, including, but not limited to, eminent domain and bankruptcy or reorganization proceedings, then the Trustee, at its option, may pay said claim, lien, encumbrance, tax, assessment or premium, with right of subrogation thereunder, may make such repairs and take such steps as it deems advisable to prevent or cure such waste, and may appear in any such action or proceeding and retain counsel therein, and take such action therein as the Trustee deems advisable, and for any reason of said purposes the Trustee may advance such sums of money, including all costs, reasonable attorneys' fees and other items of expense as it deems necessary. The Mortgagor shall pay to the Trustee all sums of money so advanced by the Trustee together with interest on each such advance at two (2%) in the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration excess of the Fund's assets pursuant Prime Rate, and the repayment of such advances shall be secured hereby. In making any payment or securing any performance relating to Section 6 hereofany obligation of the Mortgagor under this Mortgage, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either duringTrustee, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as so long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest it acts in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may begood faith, shall be entitled to utilize the available cash balance in sole judge of the applicable Series Agency or Principal Account legality, validity and to dispose amount of any agreed upon Investments to the extent lien or encumbrance and of all other matters necessary to recover payment be determined in satisfaction thereof. No such action of all principal of, and interest on, such Advance in fullthe Trustee shall ever be considered as a waiver of any right accruing to it hereunder. The Custodian Trustee shall not ever be held accountable for any delay in making any such payment, which delay may assign result in any rights it has hereunder to a Subcustodian additional interest, costs, charges or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9expenses.

Advances. IfBorrower promises to pay to the order of Bank, for in lawful money of the United States of America, the aggregate unpaid principal amount of all Advances made by Bank to Borrower hereunder. Borrower shall also pay interest on the unpaid principal amount of such Advances at rates in accordance with the terms hereof. 2.1.1. Subject to and upon the terms and conditions of this Agreement, Bank agrees to make Advances to Borrower in an aggregate outstanding amount not to exceed the Committed Revolving Line or the Borrowing Base, whichever is less, less any reason in the conduct of its safekeeping duties unpaid accounts receivables purchased or transferred pursuant to Section 5 hereof or its administration the Asset Purchase Plan between Borrower and Bank. Subject to the terms and conditions of the Fund's assets this Agreement, amounts borrowed pursuant to this Section 6 hereof2.1 may be repaid and reborrowed at any time during the term of this Agreement. Whenever Borrower desires an Advance, Borrower will notify Bank by facsimile transmission or telephone no later than 3:00 p.m. Eastern time, on the Custodian or any Subcustodian advances monies Business Day that the Advance is to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account be made. Each such notification shall be overdrawn either duringpromptly confirmed by a Payment/Advance Form in substantially the form of Exhibit B hereto. Bank is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest without instructions if in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any Bank's discretion such Advances are necessary to meet Obligations which have become due and the time at which such Advances must be repaidremain unpaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, Bank shall be entitled to utilize the available cash balance in the applicable Series Agency rely on any telephonic notice given by a person who Bank reasonably believes to be a Responsible Officer or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal ofa designee thereof, and interest on, Borrower shall indemnify and hold Bank harmless for any damages or loss suffered by Bank as a result of such Advance in fullreliance. The Custodian may assign any rights it has hereunder Bank will credit the amount of Advances made under this Section 2.1 to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9Borrower's deposit account.

Advances. IfAny Servicing Advances made with respect to a Mortgage Loan shall be recoverable by the Servicer only from recoveries on such Mortgage Loan. (b) The Servicer may at its option purchase from the Trust any Mortgage Loan which is 90 days or more Delinquent and which the Servicer determines in good faith will otherwise become subject to foreclosure proceedings at a price equal to the Purchase Price (evidence of such determination to be delivered in writing to the Trustee, the Seller [AND THE CERTIFICATE INSURER] prior to purchase). The Purchase Price for any reason Mortgage Loan purchased hereunder shall be deposited into the Collection Account and the Trustee, upon (i) receipt of an Officer's Certificate of the Servicer as to the making of such deposit and (ii) confirmation that such deposit has been made, shall release or cause to be released to the Servicer the related Mortgage File and shall execute and deliver such instruments of transfer or assignment as are furnished by the Servicer, in each case without recourse, as shall be necessary to vest in the conduct Servicer title to any Mortgage Loan released pursuant hereto, and the Trustee shall have no further responsibility or liability (except as to its own acts) with regard to such Mortgage Loan. (c) Unless otherwise required pursuant to the Mortgage Note, any Property Insurance Proceeds or Liquidation Proceeds received with respect to a Mortgage Loan or REO Property (other than received in connection with a purchase by the Class R Certificateholders of its safekeeping duties all the Mortgage Loans and REO Properties in the Trust Estate pursuant to Section 5 hereof or its administration 10.01) will be allocated in the following order of priority, in each case to the Fund's assets pursuant extent of available funds: first, to Section 6 hereof, reimburse the Custodian Servicer or any Subcustodian advances monies to facilitate settlement Sub-Servicer for any related unreimbursed Servicing Advances, and any related unreimbursed Delinquency Advances theretofore funded by the Servicer or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either duringSub-Servicer from its own funds, or at the end ofin each case, any Business Day), Fund hereby does: 7.6.1 grant with respect to the Custodian a continuing security interest in certain Investments (as mutually agreed from time related Mortgage Loan; second, to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereonon the Mortgage Loan, at the Custodian Mortgage Loan Rate (or its assigneeat such lesser rate as may be in effect for such Mortgage 88 97 Loan pursuant to application of the Civil Relief Act) on the Loan Balance of such Mortgage Loan, to the date of the Final Recovery Determination if one has been made, or to the Due Date in the Due Period prior to the Distribution Date on which such amounts are to be distributed if a Final Recovery Determination has not been made, minus any accrued and unpaid Servicing Fees with respect to such Mortgage Loan, to be distributed to the Pool I, Pool II, Pool III or Pool IV Certificateholders, as the case may be; third, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts under Articles 8 and 9 of the UCC. AccordinglyLoan Balance of the Mortgage Loan outstanding immediately prior to the receipt of such proceeds, as a recovery of principal of the Custodian related Mortgage Loan, to be distributed to the Pool I, Pool II, Pool III or Pool IV Certificateholders, as the case may be; and fourth, to any prepayment or late payment charges or penalty interest payable in connection with the receipt of such proceeds and to all other fees and charges due and payable with respect to such Mortgage Loan. (d) The Servicer shall have deliver to the rights Trustee[, THE CERTIFICATE INSURER] and benefits the Seller on each Deposit Date a Liquidation Report in the form annexed as Exhibit G hereto as well as an electromagnetic tape in computer readable format (along with the Officer's Certificate referenced in the definition of Final Recovery Determination) with respect to each Mortgage Loan as to which the Servicer made a secured creditor that is a Securities Intermediary under such Articles 8 and 9Final Recovery Determination during the related Due Period.

Advances. If, for any reason in the proper conduct of its safekeeping duties pursuant to Section 5 hereof or its administration of the Fund's assets pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), the Fund hereby does: 7.6.1 acknowledge that the Fund shall have no right or title to any Investments purchased with such Advance save a right to receive such Investments upon: (a) the debit of the Principal or Agency Account; or, (b) if such debit would produce an overdraft in such account, other reimbursement of the associated Advance; 7.6.2 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstandingall Investments; and, 7.6.2 7.6.3 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such all Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign the security interest and any other rights granted to the Custodian hereunder to such Subcustodian or other personSubcustodian. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series any Agency or Principal Account and (to the extent that cash is insufficient) to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder under this Section to a Subcustodian or third partySubcustodian. Any security interest in Investments taken hereunder shall be treated as Financial Assets financial assets credited to Securities Accounts securities accounts under Articles 8 and 9 of the UCCUniform Commercial Code (1997). Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary securities intermediary under such Articles 8 and 9.

Advances. If, for any reason in (a) An Authorized Representative shall give the conduct Agent (i) at least three (3) Business Days' irrevocable telephonic notice of its safekeeping duties each Fixed Rate Loan (whether representing an additional borrowing or the Continuation of a borrowing hereunder or the Conversion of a borrowing hereunder from a Base Rate Loan to a Eurodollar Rate Loan) prior to 11:00 A.M. and (ii) irrevocable telephonic notice of each Base Rate Loan (other than Base Rate Refunding Loans to the extent the same are effected without notice pursuant to Section 5 hereof 2.4(d) and whether representing an additional borrowing hereunder or its administration the Conversion of a borrowing hereunder from a Eurodollar Rate Loan to a Base Rate Loans) prior to 11:00 A.M. on the day of such proposed Loan. Each such notice shall be effective upon receipt by the Agent, shall specify the amount of the Fund's assets pursuant to Section 6 hereofborrowing, whether the borrowing is under the Tranche A Revolving Credit Facility or the Tranche B Revolving Credit Facility, the Custodian Type of Loan (Base Rate or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either duringEurodollar Rate if such Loan is requested in Dollars, or at the end of, any Business DayOffshore Rate if such Loan is requested in an Offshore Currency), Fund hereby does: 7.6.1 grant the date of borrowing, if a Fixed Rate Loan, the Interest Period to be used in the Custodian computation of interest, and if such Loan is requested in an Offshore Currency, the Offshore Currency in which the Loan is to be made. The Authorized Representative shall provide the Agent written confirmation of each such telephonic notice in the form of a continuing security interest in certain Investments Borrowing Notice or Interest Rate Selection Notice (as mutually agreed from time applicable) with appropriate insertions but failure to time) as security for provide such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and confirmation shall not be deemed to be a transaction undertaken by affect the Custodian for its own account and riskvalidity of such telephonic notice. If Notice of receipt of such Advance shall have been made by a Subcustodian Borrowing Notice or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assigneeInterest Rate Selection Notice, as the case may be, together with the amount of each Lender's portion of an Advance requested thereunder, shall be entitled provided by the Agent to utilize each Lender by telefacsimile transmission with reasonable promptness, but (provided the Agent shall have received such notice by 11:00 A.M.) not later than 1:00 P.M. on the same day as the Agent's receipt of such notice. (b) At approximately 11:00 A.M. two (2) Business Days preceding the date specified for each Advance under the Tranche B Revolving Credit Facility in an Offshore Currency, the Agent shall determine the Advance Date Exchange Rate and the applicable Offshore Rate. Not later than 11:45 A.M. two (2) Business Days preceding the date specified for each Advance under the Tranche B Revolving Credit Facility in an Offshore Currency, the Agent shall provide the Borrower and each Lender notice by telefacsimile transmission of the Advance Date Exchange Rate applicable to such Advance, and the applicable Offshore Currency Equivalent Amount and Dollar Equivalent Amount of such Tranche B Loan or Tranche B Loans and the applicable Offshore Rate. (i) In the case of Advances in Dollars, not later than 2:00 P.M. on the date specified for each borrowing under Section 2.1 or 2.2, each Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of the Advance or Advances to be made by it on such day available cash balance by wire transfer to the Agent in the amount of its pro rata share, determined according to such Lender's Applicable Commitment Percentage of the Tranche A Loan(s) or Tranche B Loan(s) to be made on such day. Such wire transfer shall be directed to the Agent at the Principal Office and shall be in the form of Dollars constituting immediately available funds. The amount so received by the Agent by 2:00 P.M. shall, subject to the terms and conditions of this Agreement, be made available to the Borrower on such day (subject to receipt by 2:00 P.M.) by delivery of the proceeds thereof to the Borrower's Account or otherwise as shall be directed in the applicable Series Agency or Principal Account Borrowing Notice by the Authorized Representative and to dispose of any agreed upon Investments reasonably acceptable to the extent necessary Agent. (ii) In the case of Advances in an Offshore Currency, not later than 10:00 A.M. (local time of the Funding Bank) on the date specified for each borrowing under Section 2.2, each Lender shall, pursuant to recover payment the terms and subject to the conditions of all principal ofthis Agreement, make the amount of the Tranche B Loan(s) to be made by it on such day available to the Borrower at the applicable Funding Bank in the applicable Offshore Currency, to the account of the Agent with the Funding Bank. The amount so received by the Funding Bank shall, subject to the terms and conditions of the Loan Documents and upon instruction from the Agent to the Funding Bank of the same day or immediately preceding day but no later than 10:00 A.M. (local time of the Funding Bank), be made available in such Offshore Currency to the Borrower by delivery of the Offshore Currency Equivalent Amount of such Advance to the Borrower's account with the Funding Bank. (d) Notwithstanding the foregoing, if a drawing is made under any Letter of Credit, such drawing is honored by the Applicable Issuing Bank, and interest onthe Borrower shall not on the same day fully reimburse the Applicable Issuing Bank in respect of such drawing from other funds available to the Borrower, (i) provided that the conditions to making a Tranche B Loan as herein provided shall then be satisfied, the Reimbursement Obligation arising from such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder drawing shall be treated paid to the Applicable Issuing Bank by the Agent without the requirement of notice to or from the Borrower from immediately available funds which shall be advanced as Financial Assets credited a Base Rate Refunding Loan to Securities Accounts the Agent at its Principal Office by each Lender under Articles 8 the Tranche B Revolving Credit Facility in a Dollar Equivalent Amount equal to such Lender's Applicable Commitment Percentage of such Reimbursement Obligation, and 9 (ii) if the conditions to making a Tranche B Loan as herein provided shall not then be satisfied, each of the UCCLenders shall fund by payment to the Agent (for the benefit of the Applicable Issuing Bank) at its Principal Office in immediately available funds the purchase from the Applicable Issuing Bank of their respective Participations in the related Reimbursement Obligation based on their respective Applicable Commitment Percentages of the Total Letter of Credit Commitment. AccordinglyIf a drawing is presented under any Letter of Credit in accordance with the terms thereof and the Borrower shall not on the same day reimburse the Applicable Issuing Bank in respect thereof, then notice of such drawing or payment shall be provided promptly by the Custodian Applicable Issuing Bank to the Agent and the Agent shall have provide notice to each Lender by telephone or telefacsimile transmission. If notice to the rights and benefits Lenders of a secured creditor that drawing under any Letter of Credit is given by the Agent at or before 12:00 noon on any Business Day, each Lender shall either make a Securities Intermediary under such Articles 8 and 9.Base Rate Refunding Loan or fund the purchase of its Participation as specified above in the

Advances. If, for any reason in the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration of the Fund's assets pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9.. 38362-4 2/13/2017

Advances. If, for any reason in (a) On the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration of the Fund's assets pursuant to Section 6 hereofterms and conditions hereinafter set forth, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit Borrower may, by delivery of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant a Funding Request to the Custodian a continuing security interest in certain Investments (as mutually agreed Administrative Agent, from time to time on any Business Day during the Revolving Period, at its option, request that the Lenders make advances (each, an “Advance”) to it in an amount which, at any time, shall not exceed the Availability in effect on the related Funding Date. Such Funding Request shall be delivered not later than 12:00 noon (New York City time) as security for on the date which is one (1) Business Day prior to the requested Funding Date. Following receipt by the Administrative Agent of a Funding Request, the Administrative Agent shall forward such Funding Request to each Managing Agent not later than 1:00 p.m. (New York City time) that day. Upon receipt of such Funding Request, each Managing Agent shall request the CP Lender in its Lender Group to make the Advance, and such security interest CP Lender may from time to time during the Revolving Period, in its sole discretion, agree or decline to make the Advance. If any CP Lender declines to make all or any part of a proposed Advance, it shall so notify the Committed Lenders and the applicable portion of the Advance will be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that made by the Custodian may secure the resulting Advance by perfecting a security interest Committed Lenders in such Investments under Applicable LawCP Lender’s Lender Group in accordance with their Pro-Rata Shares. The Custodian shall promptly notify Notwithstanding anything contained in this Section 2.1 or elsewhere in this Agreement to the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demandcontrary, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian no Committed Lender shall be obligated to advance monies make any Advance in an amount that would result in the aggregate Advances then funded by such Committed Lender exceeding its Commitment then in effect (minus the unrecovered principal amount of such Committed Lender’s advances made, downgrade draws funded or purchase prices paid pursuant to any applicable Liquidity Agreement to which it is a party). The obligation of each Committed Lender to remit its Pro-Rata Share of any such Advance shall be several from that of each other Committed Lender, and the failure of any Committed Lender to so make such amount available to the FundBorrower shall not relieve any other Committed Lender of its obligation hereunder. Each Advance to be made hereunder shall be made ratably among the Lender Groups in accordance with their Group Advance Limits. (b) The Borrower may, within sixty (60) days, but no later than forty-five (45) days, prior to the then current Commitment Termination Date, by written notice to the Administrative Agent, make written requests for the Lenders to extend the Commitment Termination Date. The Administrative Agent will give prompt notice to the Trustee and each Managing Agent of its receipt of such request, and each Managing Agent shall give prompt notice to each of the Lenders in its related Lender Group of its receipt of such request for extension of the Commitment Termination Date. Each Lender shall make a determination, in its sole discretion and after a full credit review, not less than thirty (30) days prior to the then applicable Commitment Termination Date as to whether or not it will agree to extend the Commitment Termination Date and shall notify the Administrative Agent thereof (who will thereupon notify the Trustee); provided, however, that the failure of any Lender to make a timely response to the Borrower’s request for extension of the Commitment Termination Date shall be deemed to constitute a refusal by such Lender to extend the Commitment Termination Date. In the event that at least one Committed Lender agrees to extend the Commitment Termination Date, the Borrower, the Servicer, the Administrative Agent and the extending Committed Lenders and, if such Advance occursextension is approved by a CP Lender in its sole discretion, any transaction giving rise such CP Lender shall enter into such documents as such extending Committed Lenders and CP Lenders may deem necessary or appropriate to an Advance reflect such extension, and all reasonable costs and expenses incurred by such CP Lenders, such Committed Lenders and the Administrative Agent (including reasonable attorneys’ fees) shall be for paid by the account Borrower. In the event that any Committed Lender declines the request to extend the Commitment Termination Date (each such Committed Lender being referred to herein as a “Non-Renewing Committed Lender”), and risk the Commitment of such Non-Renewing Committed Lender is not assigned to another Person in accordance with the terms of Article XI prior to the then current Commitment Termination Date, (i) the Facility Amount shall be reduced by an amount equal to each such Non-Renewing Committed Lender’s Commitment on the then current Commitment Termination Date, and (ii) the Group Advance Limits of the Fund and applicable Lender Groups shall not be deemed to be a transaction undertaken reduced by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted an amount equal to the Custodian hereunder to such Subcustodian or other person. If applicable Non-Renewing Committed Lender’s Commitment on the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9then current Commitment Termination Date.

Advances. IfBorrower promises to pay to the order of Bank, for any reason in -------- lawful money of the conduct United States of its safekeeping duties America, the aggregate unpaid principal amount of all Advances made by Bank to Borrower hereunder. Borrower shall also pay interest on the unpaid principal amount of such Advances at rates in accordance with the terms hereof. (a) Subject to and upon the terms and conditions of this Agreement, Bank agrees to make Advances to Borrower in an aggregate outstanding amount not to exceed the Committed Revolving Line or the Borrowing Base, whichever is less. Subject to the terms and conditions of this Agreement, amounts borrowed pursuant to this Section 5 hereof 2.1 may be repaid and reborrowed at any time during the term of this Agreement. (b) Whenever Borrower desires an Advance, Borrower will notify Bank by facsimile transmission or its administration of telephone no later than 11:00 a.m. Eastern time, on the Fund's assets pursuant Business Day that the Advance is to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account be made. Each such notification shall be overdrawn either duringpromptly confirmed by a Payment/Advance Form in substantially the form of Exhibit B hereto. Bank is authorized to make Advances under this Agreement, --------- based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest without instructions if in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any Bank's discretion such Advances are necessary to meet Obligations which have become due and the time at which such Advances must be repaidremain unpaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, Bank shall be entitled to utilize rely on any telephonic notice given by a person who Bank reasonably believes to be a Responsible Officer or a designee thereof, and Borrower shall indemnify and hold Bank harmless for any damages or loss suffered by Bank as a result of such reliance. Bank will credit the available cash balance in amount of Advances made under this Section 2.1 to Borrower's deposit account. (c) The Committed Revolving Line shall terminate on the applicable Series Agency or Principal Account Revolving Maturity Date, at which time all Advances under this Section 2.1 and other amounts due under this Agreement (except as otherwise expressly specified herein) shall be immediately due and payable. (d) The proceeds of the Advances shall be used (i) to dispose finance the working capital needs of the Borrower and (ii) to fund the distributions contemplated by the Conversion on the Closing Date. No proceeds of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited made by Borrower to Securities Accounts under Articles 8 and 9 any subsidiary of Borrower or to any direct or indirect parent company of Borrower except on the UCC. Accordingly, Closing Date in connection with the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9Conversion.

Advances. If, for any reason in the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration of the Fund's assets pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), the Fund hereby does: 7.6.1 acknowledge that the Fund shall have no right or title to any Investments purchased with such Advance save a right to receive such Investments upon: (a) the debit of the Principal or Agency Account; or, (b) if such debit would produce an overdraft in such account, other reimbursement of the associated Advance; 7.6.2 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstandingthe related Investments; and, 7.6.2 7.6.3 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such all Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign the security interest and any other rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series any Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets financial assets credited to Securities Accounts securities accounts under Articles 8 and 9 of the UCCUniform Commercial Code (1997). Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary securities intermediary under such Articles 8 and 9.

Advances. IfBetween Floor Plan Adjustment Dates, for M&T Bank may (but shall not be obligated to) fund to the Floor Plan Borrowers solely out of M&T Bank’s own funds the entire principal amount of any reason in the conduct of its safekeeping duties Floor Plan Committed Loan requested pursuant to Section 5 hereof or its administration of the Fund's assets pursuant to Section 6 hereofa Floor Plan Committed Loan Notice, the Custodian Floor Plan Automated System or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund a Draft (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaidfunding being referred to as an “M&T Advance”). Such Advances Each Lender shall be deemed a loan payable on demandto have purchased an irrevocable and unconditional participation in each M&T Advance, bearing interest at in an amount equal to each Lender’s respective Floor Plan Commitment Percentage of the rate customarily charged by principal amount of such M&T Advance, effective immediately upon the Custodian on similar loansfunding of each M&T Advance. Neither Each Lender shall have the Custodian nor any Subcustodian shall be obligated unconditional and irrevocable obligation to advance monies to the Fundpay, and in does hereby agree to pay, to M&T Bank, on each Floor Plan Adjustment Date, an amount equal to such Lender’s Floor Plan Commitment Percentage of each M&T Advance, and settlement shall occur between M&T Bank and all other Lenders on each Floor Plan Adjustment Date such that after each such settlement, the event Lenders shall each hold that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk percentage of the Fund then aggregate outstanding principal balances of the Floor Plan Committed Loans equal to each Lender’s respective Floor Plan Commitment Percentage. Each Lender acknowledges and agrees that its respective obligation to acquire participations in M&T Advances and make payments to M&T Bank on account of such participations pursuant to this Section is absolute and unconditional and shall not be deemed affected by any circumstance whatsoever, including the occurrence and continuance of a Default or Event of Default (including, without limitation, the commencement of a proceeding under the Bankruptcy Code or other Debtor Relief Laws with respect to any of Borrowers) or the reduction or termination of the Floor Plan Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. All payments of principal, interest and any other amount with respect to each outstanding M&T Advance shall be payable to and received by the Administrative Agent for the account of M&T Bank. Any payments received by the Administrative Agent between Floor Plan Adjustment Dates that in accordance with the terms of this Agreement are to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted applied to the Custodian hereunder to such Subcustodian or other person. If reduction of the Fund shall fail to repay when due outstanding aggregate principal balances of the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may beFloor Plan Committed Loans, shall be entitled paid over to utilize and retained by M&T Bank for such application to the available cash balance outstanding M&T Advances and credited against the Lenders’ respective purchases of participation interests in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments respective M&T Advances, subject to the extent necessary to recover payment provisions of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9Section 2.18.

Advances. If, for any reason in the conduct Following receipt of its safekeeping duties pursuant to Section 5 hereof or its administration of the Fund's assets pursuant to Section 6 hereofa Committed Loan Notice, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian Administrative Agent shall promptly notify each Lender of the Fund amount (and currency) of its Applicable Percentage of the applicable Revolving Credit Loans or Term Loans (or its applicable 2018 Incremental Term Commitments with respect to the 2018 Incremental Term Loans), and if no timely notice of a conversion or continuation is provided by the Company or, as applicable, the Foreign Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation of Revolving Credit Loans or Term Loans denominated in a currency other than Dollars, in each case as described in the preceding subsection. (f) Section 2.05(a)(i) of the Credit Agreement is hereby amended by replacing the following sentence thereto “The Administrative Agent will promptly notify each Lender of its receipt of each such Advances notice, and of the time at amount of such Lender’s Applicable Percentage of such prepayment (based on the relevant Facility).” to read as follows: “The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s portion of such prepayment (based on the relevant Facility), which such Advances must be repaid. Such Advances portion shall be deemed a loan payable on demandallocated (1) with respect to each Revolving Lender, bearing interest at in accordance with its Applicable Revolving Credit Percentage, (2) with respect to each Term Lender, in accordance with its pro rata share (as of the rate customarily charged date of such prepayment) of the aggregate Total Term Credit Exposures of all Term Lenders.” (g) Section 2.05(a)(i)(y) of the Credit Agreement is hereby amended and restated in its entirety to read as follows: “(y) with respect to Term Loans, to the installments set forth in Section 2.07(c), in direct order of maturity, ratably among all Term Lenders based upon each Term Lender’s pro rata share of the aggregate Total Term Credit Exposures.” (h) Section 2.06 of the Credit Agreement is hereby amended by replacing the Custodian on similar loans. Neither the Custodian nor any Subcustodian following sentence thereto “The aggregate Term Commitments shall be obligated automatically and permanently reduced to advance monies zero on the earlier of (x) the Term Loan Funding Date and (ii) the last day of the Availability Period for the Term Facility.” to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance read as follows: “The aggregate 2018 Incremental Term Loan Commitments shall be for automatically and permanently reduced to zero on the account earlier of (x) the 2018 Incremental Term Loan Funding Date and risk (ii) the last day of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts under Articles 8 and 9 2018 Incremental Term Commitment Period.” (i) Section 2.07(c) of the UCC. Accordingly, the Custodian shall have the rights Credit Agreement is hereby amended and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9.restated in its entirety to read as follows:

Advances. IfIf any Indebtedness secured hereby is for the purpose of financing the construction of improvements to be completed on the Real Property in accordance with a construction loan agreement, for or if any reason in the conduct Indebtedness secured hereby arises under a revolving line of its safekeeping duties pursuant to Section 5 hereof or its administration of the Fund's assets pursuant to Section 6 hereofcredit agreement, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise consideration for benefit this Deed of Trust is the Fund present and future advancement of funds by Beneficiary in accordance with the provisions of such agreement, and this Deed of Trust shall secure all such advancements (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to timeregardless of amount) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which security priority of each such Advances must be repaid. Such Advances advancement shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies relate back to the Funddate of this Deed of Trust, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk this Deed of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts under Articles 8 and 9 of the UCC. Accordingly, the Custodian Trust shall have the rights full force, effect and benefits of a Deed of Trust to secure the amount of all such future advancements of money by Beneficiary to Grantor, outstanding and unpaid at any time, notwithstanding the fact that prior advances have been made and previously repaid. WAIVERS AND DEFENSES. Grantor hereby waives to the fullest extent permissible by law the right to plead any statue of limitations as a defense to any demand secured creditor hereby. Grantor waives any requirements of presentment, demands for payment, notices of nonpayment or late payment, protest, notices of protest, notices of dishonor, and all other formalities. No offset or claim that is Grantor now or may in the future have against Beneficiary shall relieve Grantor from paying installments or performing any other obligation herein or secured hereby. Grantor waives all rights or privileges it might otherwise have to require Trustee or Beneficiary to proceed against or exhaust the assets encumbered hereby or by assets encumbered hereby or by any other security document or instrument securing any promissory note or to proceed against any guarantor of such indebtedness, or to pursue any other remedy available to Beneficiary in any particular manner or order under the legal or equitable doctrine or principal of marshaling or suretyship, and further agrees that Trustee or Beneficiary may proceed, in the Event of Default against any or all of the assets encumbered hereby or by any other security documentation or instrument securing any promissory note, in such order and manner as Beneficiary in its sole discretion may determine. Any Grantor that has signed this Deed of Trust as a Securities Intermediary under such Articles 8 Guarantor, surety or accommodation party, or that has subjected its property to this Deed of Trust to secure the indebtedness of another, hereby expressly waives the benefits of the relevant provisions of Nevada statutes, and 9.waives any defense arising by reason of any disability or other defense of Grantor or by reason of the cessation from any cause whatsoever of the liability of Grantor. FULL

Advances. If(a) Notwithstanding any other provision hereof to the contrary, for the Company may, by delivering an Officer's Certificate to the Collateral Agent, withdraw funds on deposit in or credited to any reason in the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration of the Fund's assets pursuant to Section 6 hereofAvailable Accounts ("Advances"); provided, however, that, at the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit time of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for making of such Advance, such security interest to (i) no Default or Event of Default shall have occurred and be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances continuing and the time at which Officer's Certificate of the Company shall so certify and (ii) the Company's obligations to repay such Advances must be repaid. Such Advances shall be deemed a loan payable supported by Acceptable Credit Support. The Collateral Agent may conclusively rely on demand, bearing interest at such Officer's Certificate certifying that all conditions for withdrawals from the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian Available Accounts have been met. (b) The Company shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed repay immediately or cause to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or repaid any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments Advances to the extent that the funds on deposit in such Available Accounts are, on the Business Day next preceding the day on which such funds are to be withdrawn or transferred from such Available Accounts pursuant to this Article III, insufficient to make the necessary withdrawals and transfers. In addition, the Company shall cause to recover be repaid immediately the aggregate amount of all Advances upon the occurrence of (i) a default in the payment of all principal of, premium, if any, or interest on the Bonds or pursuant to the DSR LOC Reimbursement Agreement, the CP LOC Reimbursement Agreement or any working capital facility, (ii) any Event of Default, (iii) any default by an Acceptable Credit Provider in respect of its obligations under its Acceptable Credit Support or (iv) the failure of the Company to provide, within five (5) Business Days, Acceptable Credit Support in respect of its obligations to repay Advances upon the failure of the Acceptable Credit Provider to meet the requirements of the definition thereof. Any amounts so repaid shall be allocated to and interest on, deposited in the Available Accounts to which such repayment is required to be made as directed by the Company in an Officer's Certificate. (c) If an Advance is repaid but the Acceptable Credit Support in respect of such Advance in full. The Custodian may assign any rights it has hereunder to remains outstanding, the Collateral Agent, upon receipt of a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts under Articles 8 and 9 written request of the UCC. AccordinglyCompany, shall, and hereby is directed to, promptly execute such documents and agreements as the Custodian shall have the rights and benefits Company may reasonably request in order to terminate such Acceptable Credit Support upon expiration of a secured creditor that is a Securities Intermediary under all obligations thereunder in respect of repayment of such Articles 8 and 9Advance.

Advances. If, for any reason in the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration of the Fund's assets pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day)) or any reversal of a credit for cash or securities shall result in any charge to any account not covered by cash or securities in such account, the Client on behalf of the Fund hereby does: 7.6.1 grant acknowledge that the Fund shall have no right or title to the Custodian a continuing security interest in certain any Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as purchased with such Advance remain outstandingsave a right to receive such Investments upon: (a) the debit of the Principal or Agency Account; and,or, (b) if such debit would produce an overdraft in such account, other reimbursement of the associated Advance; 7.6.2 agree that any Advance shall be payable on the Custodian may secure next business day unless otherwise agreed by the resulting Client and the Custodian; and 7.6.3 agree that any such Advance shall accrue interest from the date of the Advance to the date of payment in full by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and or the Client at a rate agreed upon from time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged to time by the Custodian on similar loansand the Client. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Client and the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund Client shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to set-off and utilize the available cash balance in the applicable Series any Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full; provided, however, the Custodian shall promptly notify the Client in writing of any intent to exercise a right of set-off hereunder and shall not exercise any such right of set-off unless and until the Client or the Fund has failed to pay the Advance together with any interest and fees accrued thereon within twelve (12) calendar days after the Client's receipt of such notice of intent to exercise set-off. It is agreed that the Client shall be responsible for all Advances. Notwithstanding the provisions of Applicable Law, including, without limitation, the Uniform Commercial Code, the only rights or remedies which the Custodian is entitled to with respect to Advances is the right of set off granted herein. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9.

Advances. IfA. The Company, for any reason in the conduct without requiring a preliminary determination of its safekeeping duties pursuant to Section 5 hereof indemnification, shall advance all reasonable Expenses incurred by or its administration on behalf of the Fund's assets pursuant to Section 6 hereofIndemnitee in connection with any Proceeding in which Indemnitee may be involved including as a party, a witness or 13 otherwise, by reason of Indemnitee’s Corporate Status, within twenty (20) days after the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit receipt by the Company of a statement from the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed Indemnitee requesting such advance from time to time, whether prior to or after final disposition of such Proceeding. Such statement shall reasonably evidence the Expenses incurred by the Indemnitee. B. Notwithstanding Paragraph 4(A) above, the Company shall not advance any Expenses incurred by or on behalf of the Indemnitee as security a result of any Proceeding unless all of the following conditions are satisfied: i. the Indemnitee has provided the Company with a written affirmation of the Indemnitee’s good faith belief that the standard of conduct necessary for such Advanceindemnification as authorized by the MGCL, such security interest to be effective only as long as such Advance remain outstandingthe Charter and the Bylaws has been met; and, 7.6.2 agree ii. the Indemnitee has provided a written undertaking by or on behalf of Indemnitee, in form and substance reasonably acceptable to the Company, to repay to the Company the funds or portion thereof advanced to the Indemnitee relating to any claims, issues or matters in the Proceeding as to which it shall be finally determined that the Custodian may secure the resulting Advance standard of conduct has not been met and which have not been successfully resolved as described in Paragraph 4(D) below. C. The undertaking required by perfecting a this Article IV shall be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without any requirement to post security interest in such Investments under Applicable Lawtherefor. The Custodian shall promptly notify the Fund At Indemnitee’s request, advancement of any such Advances and the time at which such Advances must be repaid. Such Advances Expense shall be deemed a loan payable on demand, bearing interest at the rate customarily charged made by the Custodian Company’s direct payment of such Expenses instead of reimbursement of Indemnitee’s payment of such Expenses. D. Without limiting the indemnification obligations set forth in Article II, if Indemnitee is not wholly successful in any Proceeding covered by this Agreement, but is successful, on similar loansthe merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee under this Article IV for all Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter, allocated on a reasonable and proportionate basis. Neither For purposes of this Paragraph 4(D) and without limitation, the Custodian nor termination of any Subcustodian claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder successful result as to such Subcustodian claim, issue or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9matter.

Advances. IfEach Bank will make its pro rata share of each Revolving Loan advance available to the Agent by 12:00 noon (San Francisco, for any reason California time) on the date specified in the conduct Notice of its safekeeping duties pursuant to Section 5 hereof or its administration Borrowing by deposit in U.S. dollars of immediately available funds at the offices of the Fund's assets pursuant to Section 6 hereofAgent in San Francisco, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either duringCalifornia as provided in Exhibit 10.1 hereto, or at such other address as the end ofAgent may designate in writing. All Revolving Loan advances shall be made by the Banks pro rata on the basis of each Bank's Commitment Percentage. No Bank shall be responsible for the failure or delay by any other Bank in its obligation to make Revolving Loan advances hereunder; provided, however, that the failure of any Business Day), Fund hereby does: 7.6.1 grant Bank to fulfill its commitments hereunder shall not relieve any other Bank of its commitments hereunder. Unless the Agent shall have been notified by any Bank prior to the Custodian a continuing security interest in certain Investments (as mutually agreed from time making of any such Revolving Loan advance that such Bank does not intend to time) as security for such Advance, such security interest make available to the Agent its portion of the Revolving Loan advance to be effective only as long as made on such Advance remain outstanding; and, 7.6.2 agree date, the Agent may assume that such Bank has made such amount available to the Custodian Agent on the date of such Revolving Loan advance, and the Agent, in reliance upon such assumption, may secure (in its sole discretion without any obligation to do so) make available to the resulting Advance by perfecting Borrower a security interest corresponding amount. If such corresponding amount is not in fact made available to the Borrower, the Agent shall be entitled to recover such Investments under Applicable Lawcorresponding amount from such Bank. The Custodian shall If such Bank does not pay such corresponding amount forthwith upon the Agent's demand therefor, the Agent will promptly notify the Fund of any such Advances Borrower and the time at which Borrower shall immediately pay such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies corresponding amount to the Fund, and in Agent. The Agent shall also be entitled to recover from such Bank or the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assigneeBorrower, as the case may be, shall be entitled to utilize interest on such corresponding amount in respect of each day from the date such corresponding amount was made available cash balance in by the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments Agent to the extent necessary Borrower to recover payment the date such corresponding amount is recovered by the Agent, at a per annum rate equal to (i) if paid by such Bank, within two Business Days of all principal ofmaking such corresponding amount available to the Borrower, the overnight Federal Funds Rate, and interest onthereafter the Prime Rate, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts under Articles 8 and 9 of (ii) if paid by the UCC. AccordinglyBorrower, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9then applicable rate calculated in accordance with Section 2.4.

Advances. If(i) No Bank shall be responsible for the failure or delay by any other Bank in its obligation to make its ratable share of a borrowing hereunder; provided, for however, that the failure of any reason in the conduct Bank to fulfill its obligations hereunder shall not relieve any other Bank of its safekeeping duties pursuant to Section 5 hereof or its administration of obligations hereunder. (ii) Unless the Fund's assets pursuant to Section 6 hereof, the Custodian Borrower or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of Bank has notified the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant Agent prior to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest date any payment is required to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree made by it to the Agent hereunder, that the Custodian may secure the resulting Advance by perfecting a security interest in Borrower or such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assigneeBank, as the case may be, will not make such payment, the Agent may assume that the Borrower or such Bank, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled to utilize the available cash balance in the applicable Series Agency or Principal Account thereto. If and to dispose of any agreed upon Investments to the extent necessary that such payment was not in fact made to recover the Agent in immediately available funds, then: (A) if the Borrower failed to make such payment, each Bank shall forthwith on demand repay to the Agent the portion of such assumed payment that was made available to such Bank in immediately available funds, together with interest thereon in respect of all principal ofeach day from and including the date such amount was made available by the Agent to such Bank to the date such amount is repaid to the Agent in immediately available funds, at the Federal Funds Rate from time to time in effect; and (B) if any Bank failed to make such payment, such Bank shall forthwith on demand pay to the Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Agent to the Borrower to the date such amount is recovered by the Agent (the "Compensation Period") at a rate per annum equal to the Federal Funds Rate from time to time in effect. If such Bank does not pay such amount forthwith upon the Agent's demand therefor, the Agent may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Agent, together with interest on, such Advance in fullthereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to the applicable borrowing. The Custodian may assign Nothing herein shall be deemed to relieve any Bank from its obligation to fulfill its Commitment or to prejudice any rights it has hereunder that the Agent or the Borrower may have against any Bank as a result of any default by such Bank hereunder. A notice of the Agent to a Subcustodian or third party. Any security interest in Investments taken hereunder any Bank with respect to any amount owing under this subsection (ii) shall be treated as Financial Assets credited to Securities Accounts under Articles 8 and 9 of the UCC. Accordinglyconclusive, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9absent manifest error.

Advances. If, for any reason in the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration of the Fund's ’s assets pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), the Fund hereby does: 7.6.1 acknowledge that the Fund shall have no right or title to any Investments purchased with such Advance save a right to receive such Investments upon: (a) the debit of the Principal or Agency Account; or, (b) if such debit would produce an overdraft in such account, other reimbursement of the associated Advance; 7.6.2 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstandingall Investments; and, 7.6.2 7.6.3 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such all Investments under Applicable Law. The Custodian With respect to obligations and liabilities which occur to each series under the Fund, such obligations and liabilities shall promptly notify apply only to the Fund of respective series and not to any such Advances and other series under the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loansFund. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign the security interest and any other rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series any Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets financial assets credited to Securities Accounts securities accounts under Articles 8 and 9 of the UCCUniform Commercial Code as currently in effect in New York. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary securities intermediary under such Articles 8 and 9.

Advances. IfIf any Lender (including JPP in its capacity as a Lender) defaults in its obligation to advance its Ratable Share of the Required Advance or any Delayed Advance (as applicable, an “Advance”) four (4) Business Days after such notice is received by each Lender (the “Funding Date”) (such unfunded amount, a “Delinquency Amount”) and Administrative Agent has confirmed that all necessary conditions for any reason such Advance have been satisfied, such Lender shall be a “Delinquent Lender” for all purposes hereunder until and unless such delinquency is cured in accordance with the terms of clause (iii) below, and the following provisions shall apply: (i) Each Lender that is not a Delinquent Lender (a “Non-Delinquent Lender”) shall have the right, but not the obligation, to fund such Delinquent Lender’s portion of such Advance, and the amount so funded by the Non-Delinquent Lender shall bear interest at the Default Rate set forth in the conduct of its safekeeping duties Loan Agreement, which shall be payable pursuant to Section 5 hereof or its administration of 3. If more than one Non-Delinquent Lender elects to fund the Fund's assets pursuant to Section 6 hereofDelinquency Amount, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account such Delinquency Amount shall be overdrawn either duringapportioned pro rata among such Non-Delinquent Lenders in proportion to its Ratable Share over the aggregate Ratable Shares of all such funding Non-Delinquent Lenders. (ii) Subject to Delinquent Lender’s right to cure as provided in clause (iii) below, but notwithstanding anything else to the contrary contained in this Agreement, a Delinquent Lender shall have no right to participate in any discussions among and/or decisions by Lenders hereunder and/or under the other Loan Documents. Further, any Delinquent Lender shall be bound by any amendment to, or at the end waiver of, any provision of, or any action taken or omitted to be taken by Administrative Agent and/or the Non-Delinquent Lenders under, any Loan Document which is made subsequent to the Delinquent Lender’s becoming a Delinquent Lender. (iii) A Delinquent Lender may cure a delinquency arising out of its failure to fund its required portion of any Advance if, within five (5) days following the Funding Date (the “Cure Period”; provided, if the fifth day following the Funding Date is not a Business Day, the Cure Period will expire on the next Business Day), Fund hereby does: 7.6.1 grant it remits to the Custodian Administrative Agent (its required portion of such Delayed Advance (together with interest thereon at the Default Rate for the period from the date such Advance was made until the date of repayment). In the event any Delinquent Lender cures a continuing security interest in certain Investments delinquency prior to the expiration of the Cure Period (as mutually agreed from time to time) as security for such Advanceor thereafter with the consent of all of the Non-Delinquent Lenders), such security interest Delinquent Lender nonetheless shall be bound by any action taken or omitted to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged taken by the Custodian on similar loansAdministrative Agent and/or the Non-Delinquent Lenders under, any Loan Document which is made subsequent to that Lender’s becoming a Delinquent Lender and prior to its curing the delinquency as provided in this Section 5, provided, that such amendment or waiver of action was taken in accordance with the provisions of this Agreement. Neither A Delinquent Lender shall have absolutely no right to cure any delinquency after the Custodian nor expiration of the Cure Period unless all Lenders in their sole discretion elect to permit such cure. (iv) Delinquent Lender agrees to indemnify and save harmless the other Lenders and their respective successors and assigns, and each of their agents, employees, officers, directors, stockholders, partners and members (collectively, “Indemnified Parties”) for, from and against any Subcustodian shall be obligated claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, known or unknown, contingent or otherwise, whether incurred or imposed within or outside the judicial process, including, without limitation, reasonable attorneys’ fees and disbursements imposed upon or incurred by or asserted against any of the Indemnified Parties by reason of Delinquent Lender’s failure to advance monies comply with the provisions hereof, including, without limitation, failing to make an Advance which is required pursuant to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk terms of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other personLoan Documents, the Custodian may assign any rights granted to terms of which shall survive the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance termination of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9this Agreement.

Advances. IfIf the Mortgagor fails to pay, or cause to be paid, subject to any right hereunder to contest, any claim, lien, or encumbrance (other than Permitted Encumbrances), or, prior to delinquency, any tax or assessment, or, when due, any insurance premium, or to keep the Mortgaged Property in repair, or shall commit or permit waste, or if there shall be commenced any action or proceeding affecting the Mortgaged Property or the title thereto, or the interest of the Trustee therein, including, but not limited to, eminent domain and bankruptcy or reorganization proceedings, then the Trustee, at its option, may pay said claim, lien, encumbrance, tax, assessment or premium, with right of subrogation thereunder, may make such repairs and take such steps as it deems advisable to prevent or cure such waste, and may appear in any such action or proceeding and retain counsel therein, and take such action therein as the Trustee deems advisable, and for any reason of said purposes the Trustee may advance such sums of money, including all costs, reasonable attorneys, fees and other items of expense as it deems necessary. The Mortgagor shall pay to the Trustee all sums of money so advanced by the Trustee together with interest on each such advance at the highest rate of interest then in effect on the conduct Bonds, and the repayment of its safekeeping duties pursuant such advances shall be secured hereby. In making any payment or securing any performance relating to Section 5 hereof or its administration any obligation of the Fund's assets pursuant to Section 6 hereofMortgagor under this Mortgage, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either duringTrustee, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as so long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest it acts in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may begood faith, shall be entitled to utilize the available cash balance in sole judge of the applicable Series Agency or Principal Account legality, validity and to dispose amount of any agreed upon Investments to the extent lien or encumbrance and of all other matters necessary to recover payment be determined in satisfaction thereof. No such action of all principal of, and interest on, such Advance in fullthe Trustee shall ever be considered as a waiver of any right accruing to it hereunder. The Custodian Trustee shall not ever be held accountable for any delay in making any such payment, which delay may assign any rights it has hereunder to a Subcustodian result in additional interest, costs, charges or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9expenses.

Advances. If(a) If Servicer, for any reason in the conduct of its safekeeping duties pursuant to Section 5 hereof trustee or its administration trust fund incurs any liabilities, costs, fees or expenses (including, without limitation, legal fees and special servicing fees), or makes any protective or other property advances on behalf of the Fund's assets pursuant to Section 6 hereofBorrower or other servicing and/or property advances, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security together with interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of on any such Advances advances (such advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, collectively, “Advances”) in connection with the Custodian Loan, any actual or proposed amendment or waiver of any term thereof or restructuring or refinancing thereof or with any effort to enforce or protect A-1 Lender’s or A-2 Lender’s rights or interests with respect thereto, then Servicer shall be reimbursed promptly from payments otherwise distributable to such Lenders in accordance with Section 2(a) hereof, to the extent such costs are not reimbursed by or on behalf of the Borrower. Except to the extent set forth in the immediately succeeding two sentences, no Lender shall have any liability under this Section in excess of the value of its assigneerespective Note or in excess of the payments due to such Lender. The pooling and servicing agreement governing the A-2 Note may provide for the servicing party and/or trustee and/or fiscal agent thereunder to make Advances if such advances are not made under the Pooling Agreement, as in which case the case may be, party making such Advances shall be entitled to utilize the available cash balance reimbursement in the applicable Series Agency or Principal Account and to dispose of same manner as if the Advance were made by Servicer. After the Securitization Date, if the A-2 Note has not been included in a Securitization, any agreed upon Investments nonrecoverable Advances with respect to the extent necessary Loan shall be reimbursed to recover payment the Servicer out of all principal ofgeneral collections on the loan for the A-1 Note and from the A-2 Lender on a pro rata basis based on the A-1 Note Principal Balance and the A-2 Note Principal Balance. If both A-1 Note and A-2 Note have been included in Securitization Trusts, under the pooling and interest onservicing agreement related to the A-2 Lender, the master servicer, special servicer, trustee or fiscal agent, as applicable, under such pooling and servicing agreement shall be required to reimburse the Servicer from general collections on the loans included in such Securitization Trust for the related Note’s portion of nonrecoverable Advances made with respect to the Loan, such Advance in full. The Custodian may assign any rights it has hereunder portion to be determined on a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts under Articles 8 pro rata basis based on the A-1 Note Principal Balance and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9A-2 Note Principal Balance.

Advances. If8.1 Lenders' Obligations Relating to L/Cs and Credits A and B [Note: Section amended by Fourth Amending Agreement] Notwithstanding that L/Cs under Credits A and B are issued by an Issuing Bank, for any reason in it is the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration intention of the Fundparties that the ultimate credit risk and exposure of any Lender be in accordance with its overall Proportionate Share of Credits A and B, respectively. Each Lender shall (and hereby absolutely, unconditionally and irrevocably agrees to) indemnify the Issuing Bank for that Lender's assets pursuant Proportionate Share under the applicable Credit of any payment made by the Issuing Bank in respect of an L/C for which the Issuing Bank is not immediately reimbursed by the relevant Borrower, and shall do all such things, including delivery of indemnity agreements and assignments to other Lenders of Advances made by the Issuing Bank, as shall be required to ensure that result. Any such action on the part of the Lenders shall be binding on that Borrower. If the rating of the non-credit-enhanced senior debt of any Lender by Standard & Poor's Corporation or ▇▇▇▇▇'▇ Investors Services Inc. is at any time less than "A" or "A2" respectively, that Lender shall, if requested by an Issuing Bank, provide Collateral (in a form satisfactory to the Issuing Bank acting reasonably) to secure that Lender's obligations under this clause. Similarly, notwithstanding that Advances under Credit A2 are for the time being made by BNS and its participation in Advances under Credit A1 is reduced, and the participation of the other Credit A Lenders is increased, in accordance with Section 6 hereof8.2, it is the intention of the parties that the ultimate credit risk and exposure of any Credit A Lender in respect of Credit A be in accordance with its Proportionate Share of the entire amount of Credit A. Accordingly, upon the Obligations becoming due and payable under Section 11.2, each Credit A Lender shall (and hereby absolutely, unconditionally and irrevocably agrees to) do all such things, including delivery of indemnity agreements and assignments to other Credit A Lenders of Advances made by BNS under Credit A2 or assignments to BNS of Advances made by other Credit A Lenders under Credit A1 as shall be required to ensure that result. Any such action on the part of the Credit A Lenders shall be binding on CHC. Similarly, notwithstanding that Advances under Credit B2 are for the time being made by BoS and its participation in Advances under Credit B1 is reduced, and the participation of the other Credit B Lenders is increased, in accordance with Section 8.2, it is the intention of the parties that the ultimate credit risk and exposure of any Credit B Lender in respect of Credit B be in accordance with its Proportionate Share of the entire amount of Credit B. Accordingly, upon the Obligations becoming due and payable under Section 11.2, each Credit B Lender shall (and hereby absolutely, unconditionally and irrevocably agrees to) do all such things, including delivery of indemnity agreements and assignments to other Credit B Lenders of Advances made by BoS under Credit B2 or assignments to BoS of Advances made by other Credit B Lenders under Credit B1 as shall be required to ensure that result. Any such action on the part of the Credit B Lenders shall be binding on the European Borrowers and CHC. If any Lender fails to take the actions required under this Section, the Custodian or any Subcustodian advances monies Agent may, without prejudice to facilitate settlement or otherwise for benefit the other rights of the Fund Lenders, make such adjustments to the payments to the defaulting Lender under this Agreement as are necessary to compensate the other Lenders for the defaulting Lender's failure. 8.2 Adjustment of Proportionate Shares for Specific Credits [Note: Section amended by Fourth Amending Agreement] While BNS is the sole Lender making Advances under Credit A2, its participation in Advances and payments (whether or not any Principal or Agency Account including standby fees) under Credit A1 shall be overdrawn either during, or at reduced and shall be adjusted by the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed Agent from time to time) as security for , having regard to the maximum principal amounts of Credits A1 and A2 and the overall Commitment of BNS to Credit A, so that BNS's separate Proportionate Shares of Credits A1 and A2 reflect its overall Proportionate Share of Credit A. The Agent shall amend Schedule E to this Agreement and distribute it to all parties from time to time to reflect such Advanceadjustments. While BoS is the sole Lender making Advances under Credit B2, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest its participation in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances payments (including standby fees) under Credit B1 shall be deemed a loan payable on demand, bearing interest at the rate customarily charged reduced and shall be adjusted by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated Agent from time to advance monies time, having regard to the Fundmaximum principal amounts of Credits B1 and B2 and the overall Commitment of BoS to Credit B, so that BoS's separate Proportionate Shares of Credits B1 and in the event that B2 reflect its overall Proportionate Share of Credit B. The Agent shall amend Schedule E to this Agreement and distribute it to all parties from time to time to reflect such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9adjustments.

Advances. If, for any reason in the proper conduct of its safekeeping duties pursuant to Section 5 hereof or its administration of the Fund's Funds’ assets pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the a Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund the Trust hereby does: 7.6.1 acknowledge that a Fund shall have no right or title to any Investments purchased with such Advance, except a right to receive such Investments upon: (a) the debit of the Principal or Agency Account; or, (b) if such debit would produce an overdraft in such account, other reimbursement of the associated Advance; 7.6.2 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstandingall Investments; and, 7.6.2 7.6.3 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such all Investments under Applicable Law. The Custodian shall promptly notify , and in accordance with the Fund provisions of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans1940 Act. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the a Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign the security interest and any other rights granted to the Custodian hereunder to such Subcustodian or other personSubcustodian. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series any Agency or Principal Account and (to the extent that cash is insufficient) to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder under this Section to a Subcustodian or third partySubcustodian. Any security interest in Investments taken hereunder shall be treated as Financial Assets financial assets credited to Securities Accounts securities accounts under Articles 8 and 9 of the UCCUniform Commercial Code (1997). Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary securities intermediary under such Articles 8 and 9.

Advances. If(a) Following receipt of a Draw Request, Administrative Agent shall promptly provide each Lender with a copy of the Draw Request in the form of Exhibit “F-1”, the related AIA Document G-702 and G-703, the related written certification by Mortgage Loan Borrower’s architect and, if available, the related written certification of the Construction Inspector. Administrative Agent shall notify each Lender two (2) Business Days prior to the advance Funding Date of its pro rata share of the amount Administrative Agent has determined shall be advanced in connection therewith (“Advance Amount”). In the case of an advance of Loan Proceeds, each Lender shall make the funds for its pro rata share of the Advance Amount available to Administrative Agent not later than 11:00 a.m. Administrative Agent’s Time on the Funding Date thereof. After Administrative Agent’s receipt of the Advance Amount from Lenders, Administrative Agent shall make Loan Proceeds in an amount equal to the Advance Amount (or, if less, such portion of the Advance Amount that shall have been paid to Administrative Agent by Lenders in accordance with the terms hereof) available to Mortgage Loan Borrower on the applicable Funding Date by advancing such funds to Mortgage Loan Borrower in accordance with the provisions of Exhibit “F”. Mortgage Loan Borrower’s acceptance of an Advance Amount that is less than the amount otherwise due to Mortgage Loan Borrower pursuant to the terms of this Addendum shall not prejudice any of Mortgage Loan Borrower’s rights or remedies against a Lender or Lenders as a result of such Lender or Lenders failure to fund in accordance with the terms of this Addendum. (b) Unless Administrative Agent shall have received notice from a Lender prior to 12:00 p.m. (Administrative Agent’s Time) on such advance Funding Date that such Lender will not make available to Administrative Agent such Lender’s pro rata share of such Advance Amount, Administrative Agent may assume that such Lender has made such pro rata share available on such date in accordance with Subsection (a) above and may, in reliance upon such assumption, make available to Mortgage Loan Borrower a corresponding amount. In such event, if a Lender has not in fact made its pro rata share of the Advance Amount available to Administrative Agent, then the applicable Lender and Mortgage Loan Borrower severally agree to pay to Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for any reason each day from and including the date such amount is made available to Mortgage Loan Borrower to but excluding the date of payment to Administrative Agent, at (i) in the conduct case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by Administrative Agent in connection with the foregoing, and (ii) in the case of a payment to be made by Mortgage Loan Borrower, at the Adjusted LIBOR Rate. If Mortgage Loan Borrower and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to Mortgage Loan Borrower the amount of such interest paid by Mortgage Loan Borrower for such period. If such Lender pays its pro rata share of the applicable Advance Amount to Administrative Agent, then the amount so paid shall constitute such Lender’s pro rata share of such Advance Amount. Any payment by Mortgage Loan Borrower shall be without prejudice to any claim Mortgage Loan Borrower may have against a Lender that shall have failed to make such payment to Administrative Agent. (c) A written notice of Administrative Agent to any Lender or to Mortgage Loan Borrower with respect to any amount owing under this Section shall be conclusive, absent manifest error. (d) If any Lender makes available to Administrative Agent funds for any advance to be made by such Lender as provided in the foregoing provisions of this Section, and such funds are not made available to Mortgage Loan Borrower by Administrative Agent because the conditions to the applicable advance set forth in Exhibit “F” are not satisfied or waived in accordance with the terms hereof, Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest. (e) The obligations of Lenders hereunder to make advances and to make indemnification or reimbursement payments are several and not joint. The failure of any Lender to make any advance, to fund any such participation, or to make any indemnification or reimbursement payment on any date required hereunder shall not relieve any other Lender of its safekeeping duties pursuant corresponding obligation to Section 5 hereof or its administration of the Fund's assets pursuant to Section 6 hereofdo so on such date, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account and no Lender shall be overdrawn either during, or at responsible for the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund failure of any such Advances and the time at which such Advances must be repaid. Such Advances other Lender. (f) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any advance in any particular place or manner or to constitute a loan payable on demand, bearing interest at the rate customarily charged representation by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event Lender that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian obtained or third party. Any security interest will obtain the funds for any advance in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9any particular place or manner.

Advances. If, for any reason in (a) On the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration of the Fund's assets pursuant to Section 6 hereofterms and conditions hereinafter set forth, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit Borrower may, by delivery of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant a Borrower Notice to the Custodian a continuing security interest in certain Investments (as mutually agreed Administrative Agent and each Managing Agent, from time to time on any Business Day during the Revolving Period, at its option, request that the Lenders make Advances to it in an amount which, at any time, shall not exceed the Availability in effect on the related Funding Date. Such Borrower Notice shall be delivered not later than 11:00 a.m. (New York City time) as security for two (2) Business Days prior to the requested Funding Date; provided, however that notwithstanding anything contained herein to the contrary, no more than one Advance may be made in a calendar week. Upon receipt of such AdvanceBorrower Notice, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian Administrative Agent (or, if applicable, each Managing Agent) shall promptly notify forward such Borrower Notice to the Fund of any Lenders (or if applicable, each Managing Agent shall promptly forward such Advances Borrower Notice to the Lenders in its Lender Group), and the time at which such Advances must applicable portion of the Advance will be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged made by the Custodian on similar loansLenders in accordance with their Pro-Rata Shares. Neither Notwithstanding anything contained in this Section 2.1 or elsewhere in this Agreement to the Custodian nor any Subcustodian contrary, no Lender shall be obligated to advance monies make any Advance in an amount that would result in the aggregate Advances then funded by such Lender exceeding its Commitment then in effect. The obligation of each Lender to remit its Pro-Rata Share of any such Advance shall be several from that of each other Lender, and the failure of any Lender to so make such amount available to the FundBorrower shall not relieve any other Lender of its obligation hereunder. Each Advance to be made hereunder shall be made ratably among the Lender Groups in accordance with their Group Advance Limits. (b) The Borrower may, no later than ninety (90) days prior to the date which is three years after the Effective Date and each anniversary thereafter, by written notice to the Administrative Agent, make written requests for the Lenders to extend the Commitment Termination Date. The Administrative Agent will give prompt notice to each Managing Agent of its receipt of such request, and each Managing Agent shall give prompt notice to each of the Lenders in its related Lender Group of its receipt of such request for extension of the Commitment Termination Date. Each Lender shall make a determination, in its sole discretion and after a full credit review, not less than sixty (60) days prior to the applicable anniversary of the Effective Date as to whether or not it will agree to extend the Commitment Termination Date; provided, however, that the failure of any Lender to make a timely response to the Borrower’s request for extension of the Commitment Termination Date shall be deemed to constitute a refusal by such Lender to extend the Commitment Termination Date. In the event that at least one Lender agrees to extend ​ the Commitment Termination Date, the Borrower, the Servicer, the Administrative Agent and the extending Lenders shall enter into such documents as the Administrative Agent and such extending Lenders may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by such Lenders and the Administrative Agent (including reasonable attorneys’ fees) shall be paid by the Borrower. In the event that any Lender declines the request to extend the Commitment Termination Date (each such Lender being referred to herein, from and after their then current Commitment Termination Date as a “Non-Renewing Lender”), and the Commitment of such Non-Renewing Lender is not assigned to another Person in accordance with the terms of Article XI prior to the then current Commitment Termination Date, (i) the Facility Amount shall be reduced by an amount equal to each such Non-Renewing Lender’s Commitment on the then current Commitment Termination Date, and (ii) the Group Advance Limits of the applicable Lender Groups shall be reduced by an amount equal to the applicable Non-Renewing Lender’s Commitment on the then current Commitment Termination Date. Notwithstanding the foregoing, the Borrower may elect to withdraw its request to extend the Commitment Termination Date in the event that such Advance occurs, the effective Facility Amount following any transaction giving rise to an Advance shall Commitment Termination Date extension would be for less than the account and risk of Facility Amount in effect on the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder Commitment Termination Date prior to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9extension.

Advances. IfIf the Mortgagor fails to pay, subject to any right hereunder to contest, any claim, lien, or encumbrance (other than Permitted Encumbrances), or, prior to delinquency, any tax or assessment, or, when due, any insurance premium, or to keep the Mortgaged Property in repair, or shall commit or permit waste, or if there shall be commenced any action or proceeding affecting the Mortgaged Property or the title thereto, or the interest of the Trustee therein, including, but not limited to, eminent domain and bankruptcy or reorganization proceedings, then the Trustee, at its option, may pay said claim, lien, encumbrance, tax, assessment or premium, with right of subrogation thereunder, may make such repairs and take such steps as it deems advisable to prevent or cure such waste, and may appear in any such action or proceeding and retain counsel therein, and take such action therein as the Trustee deems advisable, and for any reason of said purposes the Trustee may advance such sums of money, including all costs, reasonable attorneys' fees and other items of expense as it deems necessary. The Mortgagor shall pay to the Trustee all sums of money so advanced by the Trustee together with interest on each such advance at two percent (2%) in excess of (a) the conduct Prime Rate, or (b) the highest rate then in effect on the Bonds, and the repayment of its safekeeping duties pursuant such advances shall be secured hereby. In making any payment or securing any performance relating to Section 5 hereof or its administration any obligation of the Fund's assets pursuant to Section 6 hereofMortgagor under this Mortgage, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either duringTrustee, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as so long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest it acts in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may begood faith, shall be entitled to utilize the available cash balance in sole judge of the applicable Series Agency or Principal Account legality, validity and to dispose amount of any agreed upon Investments to the extent lien or encumbrance and of all other matters necessary to recover payment be determined in satisfaction thereof. No such action of all principal of, and interest on, such Advance in fullthe Trustee shall ever be considered as a waiver of any right accruing to it hereunder. The Custodian Trustee shall not ever be held accountable for any delay in making any such payment, which delay may assign result in any rights it has hereunder to a Subcustodian additional interest, costs, charges or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9expenses.

Advances. If(i) An Authorized Representative shall give the Lender (A) at least three (3) Business Days' irrevocable telephonic notice of each Revolving Loan that is a Eurodollar Rate Loan (whether representing an additional borrowing hereunder or the conversion of borrowing hereunder from Base Rate Loans to Eurodollar Rate Loans) prior to 10:00 A.M. Eastern Time and (B) irrevocable written notice of each Revolving Loan that is a Base Rate Loan (whether representing an additional borrowing hereunder or the conversion of borrowing hereunder from Eurodollar Rate Loans to Base Rate Loans) prior to 10:00 A.M. Eastern Time on the day of such proposed Revolving Loan. Each such telephonic notice, for any reason which shall be effective upon receipt by the Lender, shall specify the amount of the borrowing, the type of Revolving Loan (Base Rate or Eurodollar Rate), the date of borrowing and, if a Eurodollar Rate Loan, the Interest Period to be used in the conduct computation of its safekeeping duties pursuant interest. The Authorized Representative shall provide the Lender written confirmation of each such telephonic notice no later than 11:00 A.M. Eastern Time on the same day received by telefacsimile transmission in the form of a Borrowing Notice for additional Advances, or in the form of an Interest Rate Selection Notice for the selection or conversion of interest rates for outstanding Revolving Credit Loans, in each case with appropriate insertions, but failure to Section 5 hereof or its administration provide such confirmation shall not affect the validity of such telephonic notice. The amount of any Advance shall, subject to the terms and conditions of this Agreement, be made available to the Borrower by delivery of the Fundproceeds thereof to the Borrower's assets pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement Account or otherwise for benefit of the Fund (whether or not any Principal or Agency Account as shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance directed in the applicable Series Agency or Principal Account and to dispose Borrowing Notice by the Authorized Representative not later than 3:00 P.M., Eastern Time on the day so received. (ii) The duration of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, initial Interest Period for each Revolving Loan that is a Eurodollar Rate Loan shall be as specified in the initial Borrowing Notice for such Advance in fullLoan. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts under Articles 8 and 9 of the UCC. Accordingly, the Custodian Borrower shall have the rights option to elect the duration of subsequent Interest Periods and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9.to convert the Loans in accordance with

Advances. If, for any reason in the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration of the Fund's assets pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), the Fund hereby does: 7.6.1 acknowledge that the Fund shall have no right or title to any Investments purchased with such Advance save a right to receive such Investments upon: (a) the debit of the Principal or Agency Account; or, (b) if such debit would produce an overdraft in such account, other reimbursement of the associated Advance; 7.6.2 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) the Fund's Investments, as security for such Advance, such security interest in an amount not to be effective only as long as such exceed the amount of the Advance remain outstandingtogether with any fees, charges and other reasonable costs associated therewith; and, 7.6.2 7.6.3 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such all Investments under Applicable Law. The Custodian shall promptly notify Law in an amount not to exceed the Fund amount of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loansAdvance. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign the security interest and any other rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series any Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets financial assets credited to Securities Accounts securities accounts under Articles 8 and 9 of the UCCUniform Commercial Code (1997). Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary securities intermediary under such Articles 8 and 9.

Advances. If, for any reason in Upon the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration of the Fund's assets pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant terms and subject to the Custodian a continuing security interest in certain Investments (as mutually agreed conditions of this Agreement, from time to time) as security time prior to the Facility Termination Date, Issuer may request to the Administrative Agent and each Funding Agent that each Conduit Lender make loans to Issuer secured by the Collateral (each, an “Advance”). Each requested Advance shall be allocated among the Lender Groups based upon each Lender Group’s Pro Rata Share. Each Funding Agent shall allocate, in its sole discretion, each request for an Advance among the Conduit Lenders in the Lender Group to which such Funding Agent is party. Each Conduit Lender may, in its sole discretion, make such Advances in an amount up to the amount specified by the Funding Agent in its Lender Group, and if a Conduit Lender elects not to make any amount of such Advance, the Committed Lenders in such security interest to be effective only as long as Conduit Lender’s Lender Group shall fund the amount of such Advance remain outstandingthat is not made by such Conduit Lender, each in an amount equal to its respective Lender Group Pro Rata Share of such Advance; and, 7.6.2 agree provided that no Advance shall be made by a Lender if, after giving effect thereto, (i) the Custodian may secure then Total Outstanding Advances would exceed the resulting Advance Program Limit at such time and (ii) in respect of any Lender Group, the then Total Outstanding Advances held by perfecting a security interest all Lenders in such Investments under Applicable LawLender Group would exceed such Lender Group’s Group Limit at such time. The Custodian shall promptly notify Notwithstanding anything contained in this Agreement to the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demandcontrary, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian no Committed Lender shall be obligated to advance monies to provide the Fund, and in the event that such Advance occursAdministrative Agent, any transaction giving rise to Funding Agent or Issuer with aggregate funds in connection with a Borrowing in an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken amount that would exceed such Committed Lender’s unused Commitment then in effect less any amounts advanced by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder Committed Lender pursuant to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9Program Support Agreement.

Advances. IfUpon the Mortgagor’s failure to comply with the preceding covenants and agreements, the payment of prior liens, liens on a parity with this Mortgage, taxes, assessments and charges, and maintenance of insurance and repairs as required by the Agreement and this Mortgage, the Mortgagee without prejudice to any rights given herein may upon notice to the Mortgagor make advances to perform the same in behalf of the Mortgagor and, in furtherance thereof, the Mortgagee may: place or cause the Mortgaged Property to be placed in good condition, repair and working order; pay, settle or contest any such taxes, liabilities, charges and assessments; redeem the Mortgaged Property from any sale or forfeiture for any reason tax or assessment; purchase any tax title obtained or that shall be obtained thereon; pay any judgments based on such tax or assessment; pay, settle or contest any unpermitted lien on the Mortgaged Property and procure such insurance as may be necessary to comply with the provisions of this Mortgage and the Agreement. The Mortgagor hereby agrees to repay all sums so advanced, on demand, with interest thereon, to the extent permitted by law, from the date advanced until paid at the Repayment Rate, and all sums so advanced with interest as aforesaid until paid by the Mortgagor shall be immediately due and payable and be added to and become a part of any indebtedness or obligation secured hereby in such manner or order as the conduct of its safekeeping duties pursuant to Section 5 hereof Mortgagee may desire or its administration of determine, having the Fund's assets pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either duringlien hereby created as a part thereof, or at the end ofand of its priority, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for but no such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances advances shall be deemed a loan payable on demandto relieve the Mortgagor from any default hereunder or impair any right or remedy consequent thereon, bearing interest at and the rate customarily charged by exercise of the Custodian on similar loans. Neither the Custodian nor any Subcustodian rights to make advances granted in this Section shall be obligated to advance monies optional with the Mortgagee and not obligatory, and the Mortgagee shall not in any case be liable to the Fund, and in the event that Mortgagor for failure to exercise any such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9right.

Advances. If(i) An Authorized Representative shall give the Agent (1) at least three (3) Business Days' irrevocable telephonic notice of each Eurodollar Rate Loan (whether representing an additional borrowing or the Continuation of a borrowing hereunder or the Conversion of a borrowing hereunder from a Base Rate Loan to a Eurodollar Rate Loan) prior to 11:00 A.M., for any reason in (2) at least two (2) Business Days' irrevocable telephonic notice of each Bankers' Acceptance under the conduct Canadian Revolving Credit Facility (whether representing an additional borrowing or the Continuation of its safekeeping duties a borrowing hereunder or the Conversion of a borrowing hereunder from a Base Rate Loan or a Eurodollar Rate Loan to a Bankers' Acceptance) prior to 11:00 A.M. and (3) irrevocable telephonic notice of each Base Rate Loan (other than Base Rate Refunding Loans to the extent the same are effected without notice pursuant to Section 5 hereof 2.2(c)(iii) and whether representing an additional borrowing hereunder or its administration the Conversion of borrowing hereunder from Eurodollar Rate Loans or Bankers' Acceptances to Base Rate Loans) prior to 11:00 A.M. on the day of such proposed Revolving Loan. Each such notice shall be effective upon receipt by the Relevant Agent, shall specify the Facility Borrower, the amount of the Fundborrowing, the type of Revolving Loan (Dollars or, in the case of the Canadian Revolving Credit Facility only, Canadian Dollars; Base Rate, Eurodollar Rate or, in the case of the Canadian Revolving Credit Facility only, Bankers' Acceptances), the date of borrowing and, if a Eurodollar Rate Loan or a Bankers' Acceptance, the Interest Period to be used in the computation of interest. The Authorized Representative shall provide the Agent written confirmation of each such telephonic notice in the form of a Borrowing Notice or Interest Rate Selection Notice (as applicable) with appropriate insertions but failure to provide such confirmation shall not affect the validity of such telephonic notice. Notice of receipt of such Borrowing Notice or Interest Rate Selection Notice, as the case may be, together with the amount of each Revolving Credit Facility Lender's assets portion of an Advance requested thereunder, shall be provided by the Relevant Agent to each such Revolving Credit Facility Lender by telefacsimile transmission with reasonable promptness, but (provided the Relevant Agent shall have received such notice by 11:00 A.M.) not later than 1:00 P.M. on the same day as the Agent's receipt of such notice. (ii) Not later than 2:00 P.M. on the date specified for each borrowing under this Section 2.2, each applicable Revolving Credit Facility Lender shall, pursuant to Section 6 hereofthe terms and subject to the conditions of this Agreement, make the amount of the Advance or Advances to be made by it on such day available by wire transfer to the Relevant Agent in the amount of its pro rata share, determined according to such Revolving Credit Facility Lender's Applicable Commitment Percentage of the Revolving Loan or Revolving Loans to be made on such day. Such wire transfer shall be directed to the Relevant Agent at its Principal Office and shall be in the form of Dollars or, solely with respect to the Canadian Revolving Credit Facility and as selected by the applicable Facility Borrower, the Custodian Canadian Dollar Equivalent Amount of Canadian Dollars, in each case constituting immediately available funds. The amount so received by the Relevant Agent shall, subject to the terms and conditions of this Agreement, be made available to the appropriate Facility Borrower by delivery of the proceeds thereof to the applicable Borrowers' US Account or any Subcustodian advances monies to facilitate settlement Borrowers' Canadian Account, as the case may be, or otherwise for benefit of the Fund (whether or not any Principal or Agency Account as shall be overdrawn either during, or at directed in the end of, any Business Day), Fund hereby does: 7.6.1 grant applicable Borrowing Notice by the Authorized Representative and reasonably acceptable to the Custodian Relevant Agent; provided, that if any Lender accepts Bankers' Acceptances, Section 4.1(c) shall apply. (iii) Notwithstanding the foregoing, if a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advancedrawing is made under any Letter of Credit, such security interest drawing is honored by either Issuing Bank, and the applicable Borrower shall not immediately fully reimburse the applicable Issuing Bank in respect of such drawing from other funds available to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree Borrower, (A) provided that the Custodian may secure conditions to making a Revolving Credit Loan as herein provided shall then be satisfied, the resulting Advance by perfecting a security interest in Reimbursement Obligation arising from such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances drawing shall be deemed a loan payable on demand, bearing interest at paid to the rate customarily charged applicable Issuing Bank by the Custodian on similar loans. Neither Relevant Agent without the Custodian nor any Subcustodian shall be obligated requirement of notice to advance monies to the Fundor from, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other personaction of, the Custodian may assign applicable Facility Borrower or any rights granted other Borrower, from immediately available funds which shall be advanced as a Base Rate Refunding Loan to the Custodian hereunder Relevant Agent at its Principal Office by each Canadian Revolving Credit Facility Lender under the Canadian Revolving Credit Facility or by each US Revolving Credit Facility Lender under the US Revolving Credit Facility, as the case may be, in an amount equal to its Applicable Commitment Percentage of the Dollars Equivalent Amount of such Subcustodian Reimbursement Obligation, and (B) if the conditions to making a Revolving Loan as herein provided shall not then be satisfied, each Canadian Revolving Credit Facility Lender under the Canadian Revolving Credit Facility or other person. If each US Revolving Credit Facility Lender under the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assigneeUS Revolving Credit Facility, as the case may be, shall be entitled fund by payment to utilize the Relevant Agent (for the benefit of the applicable Issuing Bank) at its Principal Office in immediately available cash balance funds the purchase from the applicable Issuing Bank of their respective Participations in the Dollar Equivalent Amount of the related Reimbursement Obligation based on their respective Applicable Commitment Percentages of the Total Letter of Credit Commitment. If a drawing is presented under any Letter of Credit in accordance with the terms thereof and the applicable Series Agency Facility Borrower shall not immediately reimburse the relevant Issuing Bank in respect thereof, then notice of such drawing or Principal Account and to dispose of any agreed upon Investments payment shall be provided promptly by the relevant Issuing Bank to the extent necessary Relevant Agent and the Relevant Agent shall provide notice to recover each Canadian Revolving Credit Facility Lender or each US Revolving Credit Facility Lender, as the case may be, by telephone or telefacsimile transmission. If notice to such Lenders of a drawing under any Letter of Credit is given by the Relevant Agent at or before 12:00 noon on any Business Day, each Canadian Revolving Credit Facility Lender or each US Revolving Credit Facility Lender, as the case may be, shall either make a Base Rate Refunding Loan or fund the purchase of its Participation as specified above in the amount of such Lender's Applicable Commitment Percentage of such drawing or payment of all principal of, and interest on, shall pay such Advance in full. The Custodian may assign any rights it has hereunder amount to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts under Articles 8 and 9 the Relevant Agent for the account of the UCCapplicable Issuing Bank at its Principal Office in Dollars and in immediately available funds before 2:30 P.M. on the same Business Day. AccordinglyIf such notice to the Canadian Revolving Credit Facility Lender or US Revolving Credit Facility Lender, as the Custodian case may be, is given by the Relevant Agent after 12:00 noon on any Business Day, each such Lender shall have either make such Base Rate Refunding Loan or fund such purchase before 12:00 noon on the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9next following Business Day.

Advances. If, for any reason in the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration of the Fund's assets pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9.. 38362-4 4/25/2017

Advances. If(a) If Borrower shall fail (i) to make any payment or to perform any of the conditions or covenants herein contained or contained in any of the other Loan Documents or (ii) to pay any charge, fee or invoice for materials, supplies or services which failure has resulted in any reason mechanics' or materialmens' lien to be filed against the Property which has not been discharged by Borrower in accordance with the requirements of Section 1.08 hereunder, Trustees or Lender may, but without obligation to do so and without notice to Borrower, at any time thereafter make advances to perform same on its behalf, and all sums so advanced shall be secured by this Deed of Trust. Borrower shall repay within ten (10) days after demand all sums so advanced on its behalf with interest at the default rate provided for in the conduct Note. No advance, action or payment by Lender hereunder shall relieve Borrower from any Event of its safekeeping duties pursuant Default (as hereafter defined). (b) Trustees or Lender may, without any obligation so to Section 5 hereof do, after and during a Default, make advances to or its administration on behalf of Borrower or expend any sums for the Fund's assets pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether Property or not any Principal Collateral or Agency Account otherwise to protect or maintain the value or integrity of security provided by this Deed of Trust, as Lender shall, in its sole discretion, determine, and all sums so advanced or expended shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant to the Custodian a continuing security interest in certain Investments within ten (as mutually agreed from time to time10) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure the resulting Advance days after demand repayable by perfecting a security interest in such Investments under Applicable Law. The Custodian Borrower and shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing bear interest at the default rate customarily charged by under the Custodian on similar loans. Neither Note until paid, and any such sums or sums so advanced or expended, with interest as aforesaid, shall become part of the Custodian nor any Subcustodian indebtedness hereby secured. (c) Any sum or sums for which Borrower shall be become obligated to advance monies pay or repay to Lender or Trustees hereunder or under the Fund, other Loan Documents and in the event that such Advance occurs, any transaction giving rise as to an Advance shall be which terms for the account payment or repayment and risk accrual and payment of the Fund and shall interest thereon are not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may beotherwise specifically provided, shall be entitled to utilize within ten (10) days after demand payable by Borrower and shall bear interest at the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal ofdefault rate until paid, and any such sums or sums, with interest onas aforesaid, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts under Articles 8 and 9 become part of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9indebtedness hereby secured.