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. 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. 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, 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), 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 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(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. 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. 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, 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 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, 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. 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. 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. 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. If(a) Each Advance (other than Swingline Advances, for 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, 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. 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. 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 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(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. 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 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(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 10:00 A.M. and (2) 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 2.1(c)(iii) and whether representing an additional borrowing hereunder or the Conversion of borrowing hereunder from Eurodollar Rate Loans to Base Rate Loans) prior to 10:30 A.M. on the day of such proposed Revolving Loan. Each such notice shall be effective upon receipt by the Agent, for any reason 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 to Section 5 hereof interest. The Authorized Representative shall provide the Agent written confirmation of each such telephonic notice in the form of a 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 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 10:00 A.M.) not later than 11:00 A.M. on the same day as the Agent's receipt of such notice. (ii) Not later than 12:00 noon 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 Revolving Loan or Revolving 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 Agent. (iii) Notwithstanding the foregoing, if a drawing is made under any Letter of all principal ofCredit, such drawing is honored by the Issuing Bank, and interest onthe Borrower shall not immediately fully reimburse the Issuing Bank in respect of such drawing from other funds available to the Borrower, (A) provided that the conditions to making a Revolving 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 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 Revolving Credit Facility in an amount equal to such Lender's Applicable Commitment Percentage of such Reimbursement Obligation, and 9 (B) if the conditions to making a Revolving 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 Issuing Bank) at its Principal Office 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. AccordinglyIf 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 Custodian 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 10:00 A.M. on any Business Day, each Lender shall either make a Securities Intermediary under Base Rate Refunding Loan or fund the purchase of its Participation as specified above 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 12:00 noon on the same Business Day. If such notice to the Lenders is given by the Agent after 10:00 A.M. on any Business Day, each Lender shall either make such Base Rate Refunding Loan or fund such purchase before 12:00 noon on the next following Business Day.

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(i) An Authorized Representative shall give the Agent: (1) at least three (3) Business Days’ irrevocable telephonic notice of each Eurocurrency 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 Revolving Loan to a Eurocurrency Rate Loan) prior to 2:00 P.M.; and (2) irrevocable telephonic notice of each Base Rate Revolving Loan (whether representing an additional borrowing hereunder or the Conversion of a borrowing hereunder from a Eurocurrency Rate Revolving Loan denominated in Dollars to a Base Rate Revolving Loan) prior to 12:00 noon on the day of such proposed Revolving Loan. Each such notice shall be effective upon receipt by the Agent, for any reason shall specify the amount of the borrowing, the Type of Revolving Loan (Base Rate or Eurocurrency Rate if such Revolving Loan is requested in Dollars, or Eurocurrency Rate if such Revolving Loan is requested in an Alternative Currency), the date of borrowing, if a Eurocurrency Rate Revolving Loan, the Interest Period to be used in the conduct computation of its safekeeping duties pursuant to Section 5 hereof or its administration of the Fund's assets pursuant to Section 6 hereofinterest, and if an Eurocurrency Rate Loan not denominated in Dollars, the Custodian applicable Alternative Currency. The Authorized Representative shall provide the Agent written confirmation of each such telephonic notice in the form of a Borrowing Notice 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 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 12:00 noon) not later than 1:00 P.M. or (if the Agent shall have received such notice by 2:00 P.M. but after 12:00 noon) not later than 3:00 P.M. on the same day as the Agent’s receipt of such notice. At approximately 11:00 A.M. two (2) Business Days preceding the date specified for an Advance of an Alternative Currency, the Agent shall determine the Advance Date Exchange Rate and the applicable interest rate. Not later than 11:45 A.M. two (2) Business Days preceding the date specified for each Advance of an Alternative 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 Alternative Currency Equivalent Amount of the Loan or Loans required to be made by each Lender on such date and the applicable Eurocurrency Rate. (ii) (A) In the case of Advances consisting of Base Rate Loans, not later than 2:00 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 Revolving Loan or Revolving 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. 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 9Agent.

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. 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. 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. 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(a) From and including the date hereof to but excluding the Facility Termination Date, for any reason each Lender severally (and not jointly) agrees, on the terms and conditions set forth in the conduct of its safekeeping duties pursuant this Agreement, 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 make Advances to the Custodian a continuing security interest in certain Investments (as mutually agreed Borrower from time to time in amounts not to exceed in the aggregate at any one time outstanding the amount of its pro-rata share of the Aggregate Commitment existing at such time. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Advances at any time prior to the Facility Termination Date. (b) The Borrower hereby agrees that if at any time, as security for such Advancea result of reductions in the Aggregate Commitment pursuant to SECTION 2.7 or otherwise, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that the Custodian may secure aggregate balance of the resulting Advance by perfecting a security interest Loans exceeds the Aggregate Commitment, the Borrower shall repay immediately its then outstanding Loans 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 amount as may 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 eliminate such excess. (c) The Borrower's obligation to pay the principal of, and interest on, such Advance in fullthe Loans shall be evidenced by the Notes. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security Although the Notes shall be dated the date of this Agreement, interest in Investments taken hereunder respect thereof shall be treated as Financial Assets credited payable only for the periods during which the Loans evidenced thereby are outstanding and, although the stated amount of each Note shall be equal to Securities Accounts under Articles 8 and 9 the applicable Lender's Commitment, each Note shall be enforceable, with respect to the Borrower's obligation to pay the principal amount thereof, only to the extent of the UCC. Accordinglyunpaid principal amount of the Loans at the time evidenced thereby. (d) All Advances and all Loans shall mature, and the Custodian principal amount thereof and the unpaid accrued interest thereon shall have be due and payable, on the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9Facility Termination Date.

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 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. 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, for any reason in Subject to the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration of the Fund's assets pursuant to Section 6 terms and conditions hereof, the Custodian or any Subcustodian each Lender agrees to make advances monies to facilitate settlement or otherwise for benefit of the Fund Borrower (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 herein called such Lender's "Advances") upon request from time to timetime during the Commitment Period so long as (a) each Advance by such Lender does not exceed such Lender's Percentage Share of the aggregate amount of Advances then requested from all Lenders, and (b) the aggregate amount of such Lender's Advances outstanding at any time does not exceed such Lender's Percentage Share of the Available Borrowing Base determined as security for such Advance, such security interest of the date on which the requested Advance is 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 Lawmade. The Custodian shall promptly notify the Fund aggregate amount of all Advances requested of all Lenders in any such Advances and the time at which such Request for Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at greater than or equal to $3,000,000 or must equal 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 unadvanced portion of the Fund and shall not be deemed Available Borrowing Base. The obligation of Borrower to be a transaction undertaken by repay to each Lender the Custodian for its own account and risk. If such Advance shall have been aggregate amount of all Advances made by a Subcustodian or any other personsuch Lender (herein called such Lender's "Loan"), 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 together with interest thereon, the Custodian or its assignee, as the case may beaccruing in connection therewith, shall be entitled evidenced by a single promissory note (herein called such Lender's "Note") made by Borrower payable to utilize the available cash balance order of such Lender in the applicable Series Agency or Principal Account form of Exhibit A with appropriate insertions. The amount of principal owing on any Lender's Note at any given time shall be the aggregate amount of all Advances theretofore made by such Lender minus all payments of principal theretofore received by such Lender on such Note. Interest on each Note shall accrue and to dispose of any agreed upon Investments be due and payable as provided herein and therein. Subject to the extent necessary to recover payment of all principal ofterms and conditions hereof, Borrower may borrow, repay, 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 9reborrow hereunder.

Advances. If, for any reason If Mortgagor defaults in the conduct observance or performance of any of the provisions of the Loan Documents, including but not limited to obtaining and maintaining insurance pursuant to Paragraph 9, paying Impositions pursuant to Paragraph 7, and maintaining the Mortgaged Property pursuant to Paragraph 12, then Mortgagee, without waiving or otherwise impairing any other of its safekeeping duties pursuant rights or remedies, at its sole option and without obligation to Section 5 hereof do so, and without demand upon Mortgagor, may make any such payment or its administration take such action as Mortgagee deems necessary or appropriate to correct such Default, or to protect the security of the Fund's assets pursuant to Section 6 hereofCollateral encumbered by the Loan Documents. All payments so made, 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 together with all costs and expenses so incurred, will 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 principal amount due under 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 Note and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing thereafter will bear interest at the rate customarily charged then payable as provided for in the Note, and will be secured by the Custodian on similar loanslien and security interest granted by the Security Documents. Neither For the Custodian nor foregoing purposes, Mortgagee is authorized to (a) enter upon the Mortgaged Property; (b) appear in and defend any Subcustodian shall be obligated action or proceeding purporting to advance monies to affect the Fundsecurity of this Mortgage or the rights or powers of Mortgagee hereunder, and (c) pay, purchase, contest or compromise any encumbrance, charge or lien that in the event that reasonable judgment of Mortgagee appears to adversely affect the Collateral; and (d) take whatever action Mortgagee, in its discretion, deems necessary or appropriate in exercising any such Advance occurspowers. Notwithstanding the foregoing, 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 Mortgagor immediately, upon Mortgagee’s demand, will pay all sums so expended 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 Mortgagee with 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 9stated above.

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 such 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 outstandingacquired with an advance; and, 7.6.2 7.6.3 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments acquired with an 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 the Investments acquired with an advance 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. IfUpon the occurrence and during the continuance of an Event of Default, to the fullest extent permitted by applicable Law, the Administrative Agent may, at its sole option and in its sole discretion, take such actions as it reasonably deems necessary for any reason in the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration protection 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 the Pledged Collateral granted hereby, or which may be compelled 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 make by perfecting a security interest in such Investments under Applicable operation of 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 so doing may expend such sums as the event that Administrative Agent may reasonably deem advisable in the performance thereof, including, without limitation, the payment of any insurance premiums, the payment of any taxes, a payment to 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 reasonably may make therefor. All such Advance occurs, any transaction giving rise to an Advance sums and amounts so expended shall be for repayable by the account Pledgors on a joint and risk several basis promptly upon timely notice thereof and demand therefor, shall constitute additional Obligations and shall bear interest from the date said amounts are expended at the Default Rate. No performance of any covenant or agreement by the Administrative Agent on behalf of any Pledgor, and no such advance or expenditure therefor, shall relieve the Pledgors of any Default or Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may make any payment hereby authorized in accordance with any bill, statement or estimate procured from the appropriate public office or holder of the Fund and shall not be deemed claim to be a transaction undertaken by discharged without inquiry into the Custodian for its own account and risk. If accuracy of such Advance shall have been made by a Subcustodian bill, statement or any other person, estimate or into 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 validity of any agreed upon Investments tax assessment, sale, forfeiture, tax lien, title or claim except to the extent necessary to recover the Administrative Agent has knowledge that such payment of all principal of, is being contested in good faith by a Pledgor 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(a) At any time from the date hereof through [*], 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 Borrower may from time to timetime request advances (each a "Level One Advance" and collectively, the "Level One Advances") as security for such from Lender [*]. To evidence each Level One Advance, such security interest Borrower will deliver to Lender, at the time of each Level One Advance request, an invoice for the equipment 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 Lawpurchased or other costs relating to construction, deployment and operation. The Custodian shall promptly notify Level One Advances will be used only to purchase equipment for and pay construction, operation and other costs associated with achieving and maintaining Ten Percent Completion. _____________________ * Confidential treatment has been requested for portions of this document marked with an asterisk pursuant to Rule 24b-2 under the Fund Securities Exchange Act of 1934, as amended. These portions have been filed separately with the Commission. (b) At any such Advances time following Ten Percent Completion through the termination of the Option Agreement, Borrower may from time to time request advances (each a "Level Two Advance" and collectively, the "Level Two Advances") from Lender [*]. To evidence each Level Two Advance, Borrower will deliver to Lender, at the time at of each Level Two Advance request, an invoice for the equipment to be purchased or other costs relating to construction, deployment and operation to be paid. The Level Two Advances will be used only to purchase equipment for and pay construction, operation and other costs associated with achieving and maintaining Forty Percent Completion. (c) All Advances will be payable in full in one installment of principal, plus all accrued interest, on the Maturity Date. (d) When Borrower desires to obtain an Advance, Borrower will notify Lender by facsimile transmission to be received no later than [*] before the day on which such Advances must the Advance is to be repaidmade. Such Advances shall notice will be deemed substantially in the form of EXHIBIT B. The notice will be signed by a Responsible Officer and include a copy of the invoices described in this Section 2.1. If all applicable conditions set forth in Section 3 have been met, Lender will loan payable on demandto Borrower, bearing interest at by check or wire transfer as Borrower may specify, cash in the rate customarily charged amount requested 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 Advance within ten days of receipt of 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 9notice. (e) [*].

Advances. If, for any reason in Debtors hereby request the conduct of its safekeeping duties pursuant below named secured party (“Secured Party”) 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 make loans (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 herein individually called an “Advance” and collectively called “Advances”) from time to timetime to Debtor, the proceeds of which will be used by a Debtor for the purpose of acquiring Inventory from any manufacturer or distributor of such Inventory (each of such manufacturers and distributors, and their successors and assigns, is herein called a “Manufacturer”) as security and for such other good and valid business purposes, including, without limitation, for working capital purposes. An Advance made hereunder for working capital purposes shall be individually called a “Working Capital Advance” and collectively called “Working Capital Advances” and all Advances which are made for other than working capital purposes may herein sometimes be called “Wholesale Advances.” Each Debtor hereby directs Secured Party to pay on Debtor’s behalf any invoices, such security interest or electronic remittance advises, presented to be effective only as long as such Advance remain outstanding; and, 7.6.2 Secured Party from time to time which evidence the sale by a Manufacturer to a Debtor of one or more items of Inventory. Debtors hereby 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 payment by Secured Party to a Manufacturer shall be deemed an Advance hereunder for all purposes of this Agreement. Debtors acknowledge and agree that any Advance made pursuant hereto shall be at Secured Party’s sole discretion and that no Advance made will obligate Secured Party to make any additional Advance. All Advances made by Secured Party to Debtors under this Agreement shall constitute one loan. In addition, Secured Party has established an aggregate internal credit limit for all the Debtors in the amounts set forth on Schedule A hereto (the “Internal Credit Limit”). In the event any of the Debtors (i) terminate requesting Advances from Secured Party under the Internal Credit Limit established for a loan payable particular manufacturer or for used Inventory (ii) allows another finance source to commence financing Inventory for which an Internal Credit Limit has been established by Secured Party or (iii) is in default under this Agreement and Secured Party terminates this Agreement (each such event shall be referred to herein as a “ Termination Event”) the Debtors shall pay to Secured Party an amount equal to: (a) Twelve Million Dollars ($12,000,000), if the Termination Event occurs on demandor before the first annual anniversary of the date of this Agreement (“Months 1-12”) (b) Eight Million Dollars ($8,000,000) if the Termination Event occurs on or before the second anniversary of this Agreement (“Months 13-24”) (c) Four Million Dollars ($4,000,000) if the Termination Event occurs on or before the third annual anniversary of the date of this Agreement (“Months 25-36”);and with no such payment due following a Termination Event after Month 36. Notwithstanding the foregoing, bearing interest at the rate customarily charged any delayed payment program, privileges or concessions afforded or provided Debtors by the Custodian on similar loans. Neither manufacturers and/or distributors of any items of Inventory, which allows Debtors to delay the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that payment for such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk items of Inventory after receipt of the Fund and same from such manufacturers and/or distributors of such items of Inventory, shall not be deemed to be a transaction undertaken by considered financing from another financing source, which would require 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 9percentage amounts specified above by Debtors.

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 11:00 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 11:00 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 11:00 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 2.1, 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 on the same day 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 and to dispose of any agreed upon Investments to Borrowing Notice by the extent necessary to recover payment of all principal of, and interest on, such Advance in full. Authorized Representative. (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 of a secured creditor that is a Securities Intermediary under such Articles 8 any subsequent Interest Periods and 9.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 five (5)

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. 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 noon 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 Transaction Report 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.” 7 The Loan Agreement shall be overdrawn either during, or amended by inserting the following text at the end ofof Section 4.1 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). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time, Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. [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, Borrower shall provide to Bank cash collateral in an amount equal to 105% (110% for letters of credit denominated in a currency other than Dollars), of the Dollar Equivalent of the face amount of all such Letters of Credit plus 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.” 8 The Loan Agreement shall be treated as Financial Assets credited to Securities Accounts under Articles 8 and 9 amended by deleting the following text appearing in Section 4.2 thereof: “If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are repaid in full in cash. Upon payment in full in cash of the UCC. AccordinglyObligations and at such time as Bank’s obligation to make Credit Extensions has terminated, Bank shall, at Borrower’s sole cost and expense, release its Liens in the Custodian Collateral and all rights therein shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9revert to Borrower.”

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. IfBorrowers promise 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 Borrowers hereunder. Borrowers 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 Borrowers 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 or its administration 2.1 may be repaid and reborrowed at any time during the term 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 this Agreement. All Advances shall be overdrawn either during, or at the end of, any Business Day), Fund hereby does:made in U.S. dollars. 7.6.1 grant to the Custodian (b) Whenever a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Borrower desires an Advance, such security interest Borrower will notify Bank by facsimile transmission or telephone no later than 3:00 p.m., California time on the Business Day on which the Advance is to be effective only as long as made. Each such notification shall be promptly confirmed by a Payment/Advance remain outstanding; and, 7.6.2 agree that Form in substantially the Custodian may secure the resulting Advance by perfecting form of EXHIBIT B hereto. Bank is authorized to make Advances under this Agreement, based upon instructions received from a security interest Responsible Officer or a designee of a Responsible Officer, or without instructions if 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 Borrowers 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 amount of Advances made under this Section 2.1 to the deposit account of the Borrower making such request. (c) The Borrowers expressly acknowledge that no borrowings may be requested by Borrowers at any time when Lionbridge-U.S. is not in compliance with the financial covenants set forth in the applicable Series Agency or Principal Account Parent Guarantee. (d) The Committed Revolving Line shall terminate on the Revolving Maturity Date, at which time all Advances under this Section 2.1 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 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 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(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 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 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. IfEach Bank will make its pro rata share of each Revolving Loan advance available to the Agent by 3:00 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 as provided in signature pages, 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, 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 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. 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, 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. 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. 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 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. 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 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) On the terms and subject to the conditions set forth in this Agreement and the Series 2010-3 Supplement, for and in reliance on the covenants, representations, warranties and agreements herein set forth, during the Series 2010-3 Revolving Period (i) RCFC from time to time may request that the Purchasers advance funds to purchase or refinance the purchase of some or all of the Series 2010-3 Invested Amount (each, an “Advance”); provided, that RCFC may not request more than four Advances in any reason calendar month; and (ii) (A) the Conduit Purchasers of an Ownership Group (if any) may fund some or all such Advances of such Ownership Group, and (B) the Committed Purchasers of an Ownership Group shall fund such Advances of such Ownership Group to the extent that the Conduit Purchasers of such Ownership Group do not fund such Advances or if such Ownership Group does not include a Conduit Purchaser. Each Conduit Purchaser hereby agrees with respect to itself that it will use commercially reasonable efforts to fund Advances made by its Ownership Group through the issuance of such Conduit Purchaser’s Commercial Paper; provided, that (i) no Conduit Purchaser will have any obligation to use such commercially reasonable efforts at any time that (x) an Amortization Event has occurred and is continuing, or (y) the funding of such Advance through the issuance of Commercial Paper would be prohibited by the program documents governing such Conduit Purchaser’s commercial paper program, (ii) nothing herein is (or shall be construed) as a commitment by any Conduit Purchaser to fund any Advance through the issuance of Commercial Paper, and (iii) notwithstanding anything herein or in any other Related Document to the contrary, at no time will a Conduit Purchaser that is not also a Committed Purchaser be obligated to make Advances hereunder. (b) Unless the parties hereto otherwise agree, all Advances with respect to an Ownership Group shall be evidenced by a Series 2010-3 Note in the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration name of the Fund's assets pursuant applicable Managing Agent and having a principal balance that varies from time to time to reflect the Advances made by and payments made to (or to the Managing Agent on behalf of) the Purchasers with respect to such Ownership Group. (c) All Advances on any date shall be allocated (i) with respect to the initial Advances made on the Series 2010-3 Original Closing Date, to the Series 2010-3 Initial Invested Amount and to each of the Initial Series 2010-3 Notes in accordance with the Applicable Pro Rata Share of each Ownership Group (as in effect at such time); and (ii) thereafter, in accordance with the provisions in Section 6 hereof4A.2 of the Series 2010-3 Supplement for allocating Increases, to the Series 2010-3 Invested Amount and to each of the Series 2010-3 Notes in accordance with the Applicable Pro Rata Share of each Ownership Group. Each of the Advances to be made on any date shall be made as part of a single borrowing (each such single borrowing being a “Borrowing”). Subject to the terms of this Agreement and the Series 2010-3 Supplement, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit aggregate principal amount of the Fund (whether Advances and corresponding Series 2010-3 Invested Amount represented by the Series 2010-3 Notes may be increased 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 decreased 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 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 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. 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 a) Subject to the Custodian a continuing security interest terms and conditions of this Amendment, from the Closing Date and until the P.O. Facility Termination Date, Purchaser, in certain Investments its sole discretion, may make advances to Seller (as mutually agreed from time each, an “Advance” and collectively, “Advances”) to enable Seller to fulfill P.O.s. The aggregate outstanding amount of Advances plus the aggregate unpaid balance of Purchased Accounts under the ARPA shall not at any time) as security for such , before and after said Advance, such security interest to be effective only as long as such Advance remain outstanding; and, 7.6.2 agree that exceed the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable LawMaximum Amount. 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 repayable in accordance with the terms of this Amendment. (b) Seller expressly acknowledges, represents and agrees that: (i) Purchaser has made no commitment or agreement to make, provide or arrange for any one or more Advances hereunder; and (ii) Purchaser may at any time determine not to provide or arrange for any Advance requested by Seller hereunder. (c) Seller shall request each Advance by written notice to Purchaser in the form of an AR and AR and P.O. Request Certificate (which is to replace the AR Purchase Certificate originally introduced in the ARPA), a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans. Neither the Custodian nor any Subcustodian copy of which is attached hereto as Exhibit “A.” Purchaser shall be obligated to advance monies to the Fundfully protected in relying upon, 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 rely upon, (i) any AR and P.O. Request Certificate believed by Purchaser to be genuine, and (ii) the assumption that the Persons making electronic requests or executing and delivering a AR and P.O. Request Certificate on behalf of Seller were duly authorized, unless the responsible individual acting thereon for Purchaser shall have actual knowledge to the contrary. As an accommodation to Seller, Purchaser may permit telephonic or facsimile requests for an Advance and electronic or facsimile transmittal of instructions, authorizations, agreements or reports to Purchaser by Seller. Unless Seller specifically directs Purchaser in writing not to accept or act upon telephonic, facsimile or electronic communications from Seller, Purchaser shall have no liability to Seller for any loss or damage suffered by Seller as a result of Purchaser’s honoring of any requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to it telephonically, by facsimile or electronically and purporting to have been sent to Purchaser by Seller and Purchaser shall have no duty to verify the origin of any such communication or the identity or authority of the Person sending it. In making any Advance hereunder Purchaser shall be entitled to rely upon the AR and P.O. Request Certificate delivered to Purchaser by Seller and other information available cash balance to Purchaser. (d) No Advance will be made by Purchaser if Seller does not have a P.O. with respect to the Products to be provided thereunder or such P.O. is not an Accepted P.O. A P.O. shall be deemed an Accepted P.O. only when (i) the P.O. is submitted pursuant to a PO Request Certificate, (ii) Purchaser shall issue an Advance with respect thereto, (iii) the P.O. shall meet each of the requirements set forth in Section 2.3 and (iv) it is not a Cancelled P.O. (e) Seller shall use the proceeds of the Advances as working capital to be used to fulfill Accepted P.O.s. (f) The Advances and all other obligations of Seller to Purchaser shall constitute one general obligation of Seller secured by all of the Collateral, as defined 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 UCCARPA. Accordingly, Section 1.26 of the Custodian shall have the rights and benefits of a secured creditor that ARPA is a Securities Intermediary under such Articles 8 and 9.hereby amended to read as follows:

Advances. IfThe Initial Lender has made the Advances to the Borrower under the Existing Credit Agreement. Due to the occurrence of one or more Events of Default, the Advances are now due and payable in full. Until the Advances are paid in full, the Advances shall continue to (a) be allocated between the Class A Notes and the Class B Notes as provided in Section 2.02 of the Existing Credit Agreement and (b) bear interest until such Advances shall be paid in accordance with their terms at the per annum rate with respect to each Interest Period at the Class A Interest Rate, with respect to that part of the Advances allocated to the Class A Notes, or the Class B Interest Rate, with respect to that part of the Advances allocated to the Class B Notes, payable on each Interest Payment Date in accordance with the provisions of the Security Agreement. Interest shall be computed on the basis of the actual number of days in such Interest Period and a 360-day year and on each Interest Payment Date shall equal all unpaid interest accrued in respect of each prior Interest Period. Each Advance shall continue to bear interest at the per annum rate with respect to each Interest Period equal to the applicable Interest Rate plus 2.00 %. If the Borrower shall have paid or agreed to pay any interest on any Advance in excess of that permitted by law, then it is the express intent of the parties hereto with respect thereto that (i) to the extent possible given the term of such Advance, all excess amounts previously paid or to be paid by the Borrower be applied to reduce the principal amount of such Advance and the provisions thereof immediately be deemed reformed and the amounts thereafter collectable thereunder reduced, without the necessity of the execution of any new document, so as to comply with the then applicable law, but so as to permit the recovery of the fullest amount otherwise called for any reason thereunder and (ii) to the extent that the reduction of the principal amount of, and the amounts collectible under, such Advance and the reformation of the provisions thereof described in the conduct immediately preceding clause (i) are not possible given the term 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 excess amount shall be deemed to have been paid with respect to such Advance as a result of an error and upon the Lender obtaining actual knowledge of such error, such amount shall be returned to the Borrower. Each Advance shall continue to be effective only secured by the Collateral as long set forth in the Security Agreement. Except as such Advance remain outstanding; and, 7.6.2 agree that provided in Section 2.07 hereof, all sums payable by the Custodian may secure the resulting Advance by perfecting a security interest in such Investments Borrower under Applicable Law. The Custodian shall promptly notify the Fund of any such Advances this Credit Agreement and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demandpaid without counterclaim, 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 Fundset-off, deduction or defense and in the event that such Advance occurswithout abatement, 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 suspension, deferment, diminution 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 9reduction.

Advances. If, for any reason (a) Borrower Agent shall notify Agent in the conduct of its safekeeping duties writing pursuant to Section 5 hereof or its administration a Request for Advance not later than 1:00 PM (New York City time) fifteen (15) days before each requested Advance, specifying the amount and type of the Fund's assets pursuant Advance to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise be made. Such Request for benefit of the Fund (whether or not any Principal or Agency Account Advance shall be overdrawn either during, certified by the President 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 Treasurer (or such other authorized Person as mutually agreed Borrower Agent directs from time to time) of Borrower Agent. On the Closing Date, the applicable Lenders shall make Term Loan Advances in an aggregate amount equal to $0.00. (b) Agent shall give to each applicable Lender prompt notice on the date of Agent’s receipt of written notice from Borrowers) of each Request for Advance. On the date on which an Advance is requested to be made pursuant to the applicable Request for Advance, each applicable Lender will make available to Agent at the address of Agent set forth in Section 10.4, in immediately available funds, its Commitment Percentage of such Advance requested to be made. Unless Agent shall have been notified by any Lender prior to the date of Advance that such Lender does not intend to make available to Agent its portion of the Advance to be made on such date, Agent may assume that such Lender will make such amount available to Agent as security required above and Agent may, in reliance upon such assumption, make available the amount of the Advance to be provided by such Lender. Upon fulfillment of the conditions set forth in Sections 2.7(a) and 5.2 for such Advance, and as soon as practicable after receipt of funds from Lenders Agent will make such security funds as have been received from Lenders available to Borrowers at the account specified by Borrowers in such Request for Advance. (c) To administer the Loans in an efficient manner and to minimize the transfer of funds between Agent and Lenders, Lenders hereby instruct Agent, and Agent may (in its sole discretion, without any obligation) (i) make available, on behalf of Lenders, the full amount of all Advances requested by Borrowers, without giving each Lender prior notice of the proposed Advance, of such Lender’s Commitment Percentage thereof and the other matters covered by the Request for Advance and (ii) if Agent has made any such amounts available as provided in clause (i), upon repayment of the Loans by Borrowers, first apply such amounts repaid directly to the amounts made available by Agent in accordance with clause (i) and not yet settled as described below. If Agent makes an Advance on behalf of Lenders, as provided in the immediately preceding sentence, the amount of outstanding Loans and each Lender’s Commitment Percentage thereof shall be computed weekly rather than daily and shall be adjusted upward or downward on the basis of the amount of outstanding Loans as of 5:00 P.M. (New York City time) on the Business Day immediately preceding the date of each computation; provided, however, that Agent retains the absolute right at any time or from time to time to make the afore-described adjustments at intervals more frequent than weekly. Agent shall deliver to each Lender and Holder at the end of each week, or such lesser period or periods as Agent shall determine, a summary statement of the type and amount of outstanding Loans for such period (such week or lesser period or periods being hereafter referred to as a “Settlement Period”). If the summary statement is sent by Agent and received by Lenders prior to 1:00 P.M. (New York City time) on any Business Day each Lender shall make the transfers described in the next succeeding sentence no later than 3:00 P.M. (New York City time) on the day such summary statement was sent; and if such summary statement is sent by Agent and received by Lenders after 1:00 P.M. (New York City time) on any Business Day, each Lender shall make such transfers no later than 3:00 P.M. (New York City time) no later than the next succeeding Business Day after such summary statement was sent. If in any Settlement Period, the amount of a Lender’s Commitment Percentage of the Loans is in excess of the amount of Loans actually funded by such Lender, such Lender shall forthwith (but in no event later than the time set forth in the next preceding sentence) transfer to Agent by wire transfer in immediately available funds the amount of such excess; and, on the other hand, if the amount of a Lender’s Commitment Percentage of the Loans in any Settlement Period is less than the amount of Loans actually funded by such Lender, Agent shall forthwith transfer to such Lender by wire transfer in immediately available funds the amount of such difference. The obligation of each Lenders to transfer such funds shall be irrevocable and unconditional, without recourse to or warranty by Agent and made without setoff or deduction of any kind. Each of Agent and Lenders agree to ▇▇▇▇ their respective books and records at the end of each Settlement Period to show at all times the dollar amount of their respective Commitment Percentages of the outstanding Loans. Because Agent on behalf of Lenders may be advancing and/or may be repaid Loans prior to the time when Lenders will actually advance and/or be repaid Loans, interest with respect to Loans shall be effective only as long as allocated by Agent to each Lender (including Agent) in accordance with the type and amount of Loans actually advanced by and repaid to each Lender (including Agent) during each Settlement Period and shall accrue from and including the date such Advance remain outstanding; and,is made by Agent to but excluding the date such Loans are repaid by Borrowers in accordance with Section 2.3 or actually settled by the applicable Lender as described in this Section 2.7(c). All such Advances made by Agent on behalf of Lenders hereunder shall bear interest at the applicable interest rate for such Advances. 7.6.2 agree that (d) If the Custodian may secure the resulting Advance amounts described in subsection (b) or (c) of this Section 2.7 are not in fact made available to Agent by perfecting a security interest in Lender (such Investments under Applicable LawLender being hereinafter referred to as a “Defaulting Lender”) and Agent has made such amount available to Borrowers, Agent shall be entitled to recover such corresponding amount on demand from such Defaulting Lender. The Custodian If such Defaulting Lender does not pay such corresponding amount forthwith upon Agent’s demand therefor, Agent shall promptly notify Borrowers and Borrowers shall immediately pay such corresponding amount to Agent. Agent shall also be entitled to recover from such Defaulting Lender and Borrowers, (i) interest on such corresponding amount in respect of each day from the Fund date such corresponding amount was made available by Agent to Borrowers to the date such corresponding amount is recovered by Agent, at a rate per annum equal to either (A) if paid by such Defaulting Lender, the overnight federal funds rate or (B) if paid by Borrowers, the then applicable rate of interest, calculated in accordance with Section 2.6, plus (ii) in each case, an amount equal to any costs (including reasonable legal expenses) and losses incurred as a result of the failure of such Advances and the time at which Defaulting Lender to provide such Advances must be repaidamount as provided in this Agreement. Such Advances Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its commitments hereunder or to prejudice any rights which Borrowers may have against any Lender as a loan result of any default by such Lender hereunder, including, without limitation, the right of Borrowers to seek reimbursement from any Defaulting Lender for any amounts paid by Borrowers under clause (ii) above on account of such Defaulting Lender’s default. (e) The failure of any Lender to make its portion of the Advance to be made by it as part of any Advance shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Advance. The amounts payable on demand, bearing by each Lender shall be a separate and independent obligation. (f) Each Lender shall be entitled to earn interest at the then applicable rate customarily charged by of interest, calculated in accordance with Section 2.6, on outstanding Loans which it has funded to Agent from the Custodian date such Lender funded such Advance to, but excluding, the date on similar loans. Neither the Custodian nor any Subcustodian shall be obligated to advance monies which such Lender is repaid with respect to the FundLoan. (g) Notwithstanding the obligation of Borrowers to send written confirmation of a Request for Advance, and in the event that Agent agrees to accept a Request for Advance made by telephone, such Advance occurs, any transaction giving rise to an Advance telephonic request shall be binding on Borrowers whether or not written confirmation is sent by Borrowers or requested by Agent. Agent may act prior to the receipt of any requested written confirmation, without any liability whatsoever, based upon telephonic notice believed by Agent in good faith to be from Borrowers or their agents. Agent’s records of the terms of any telephonic requests for Advances shall be conclusive on Borrowers in the absence of gross negligence or willful misconduct on the part of Agent (as determined by a court of competent jurisdiction in a final, non-appealable judgment or order) in connection therewith. (h) Agent shall not be obligated to transfer to any Defaulting Lender any payments made by Borrowers to Agent for the Defaulting Lender’s benefit; nor will a Defaulting Lender be entitled to the sharing of any payments hereunder. Amounts payable to a Defaulting Lender shall instead be paid to or retained by Agent. Agent may hold and, in its discretion, re-lend to Borrowers the amount of all such payments received or retained by it for the account of such Defaulting Lender. Any amounts so re-lent to Borrowers shall earn interest at the interest rate applicable hereunder and risk for all other purposes of this Agreement shall be treated as if they were Advances; provided, however, that for purposes of voting or consenting to matters with respect to the Credit Documents and determining Commitment Percentages, such Defaulting Lender shall be deemed not to be a “Lender”, and each of such Defaulting Lender’s Commitment and the unpaid principal balance of the Fund and Advances owing to such Defaulting Lender shall not be deemed to be zero (-0-). Until a transaction undertaken by the Custodian for Defaulting Lender cures its own account and risk. If failure to fund its pro rata share of any Advance, such Advance Defaulting Lender 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 not be entitled to utilize any portion of the available cash balance unused commitment fee payable pursuant to Section 2.9(b). This Section 2.7(h) shall remain effective with respect to such Lender until such time as the Defaulting Lender shall no longer be in the applicable Series Agency or Principal Account and to dispose default of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in fullits obligations under this Agreement. The Custodian may assign terms of this Section 2.7(h) shall not be construed to increase or otherwise affect the Commitment of any rights it has Lender, or relieve or excuse the performance by Borrowers of their duties and obligations hereunder or under any of the other Credit Documents. Nothing contained in this Section 2.7 or otherwise in this Agreement shall impair or limit any claim of Borrowers against a Defaulting Lender (including, without limitation, expenses incurred by Borrowers by reason of any such default) who breaches its commitment to a Subcustodian or third party. Any security interest in Investments taken hereunder fund Advances hereunder. (i) Each request for an Advance pursuant to this Section 2.7 shall be treated as Financial Assets credited to Securities Accounts under Articles 8 irrevocable 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 9binding on Borrowers.

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. IfUnless the Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Revolving Commitment Percentage or Term Loan Commitment Percentage of such borrowing available to the Agent, the Agent may assume that such Lender is making such amount available to the Agent, and the Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such amount is not made available to the Agent by such Lender within the time period specified therefor hereunder, such Lender shall pay to the Agent, on demand, such amount with interest thereon at a rate equal to the Federal Funds Rate for the period until such Lender makes such amount immediately available to the Agent. A certificate of the Agent submitted to any reason Lender with respect to any amounts owing under this subsection shall be conclusive in the conduct absence of manifest error. If such Lender’s Revolving Commitment Percentage or Term Loan Commitment Percentage of such borrowing is not made available to the Agent by such Lender within two business Days of the date of the related borrowing, (i) the Agent shall notify the Borrower of the failure of such Lender to make such amount available to the Agent and the Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to Prime Rate Loans hereunder, on demand, from the Borrower and (ii) then the Borrower may, without waiving any rights it may have against such Lender, (x) request any one or more of the Lenders to increase its safekeeping duties Revolving Commitment Percentage or Term Loan Commitment Percentage and make such borrowing available, which request each such Lender may in its sole discretion approve or deny, and (y) if any Lender serving as Agent shall deny a request submitted to it pursuant to the foregoing clause (x), borrow a like amount on an unsecured basis from any commercial bank for a period ending on the date upon which such Lender does in fact make such borrowing available; provided, however, that at the time any such replacement borrowing is made and at all times while such amount is outstanding the Borrower would be permitted to borrow such amount pursuant to Section 5 hereof or its administration 2.1 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 9this Credit Agreement.

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, Borrower agrees that any and all advances made hereunder shall be for any reason in the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration of the FundBorrower'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 said advances are deposited to Borrower's account, and that persons other than the undersigned Borrower may have authority to draw against such account. Advances may be overdrawn either during, or made hereunder at the end of, any Business Day), Fund hereby does: 7.6.1 grant oral or written request of Russ Gentner or David L. Har▇▇▇ ▇▇▇ ▇▇ (are) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇zed to the Custodian a continuing security interest in certain Investments (as mutually agreed request advances until written notice of revocation of this authority is received by First Security 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 LawBorrower. 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 made to Borrower or for the account of Borrower unless Borrower directs otherwise in writing. If Borrower fails to make any scheduled payment on this Note when due, or otherwise defaults in any other obligations imposed by this Note [deleted text], any document securing this Note, or any other document executed in connection with this Note, First Security, at its option, may declare immediately due and payable all amounts then outstanding on this Note. [deleted text] Borrower shall pay all costs and expenses incurred by First Security or by any other holder of this Note incurred in connection with any failure to pay or other default of Borrower, including[*] attorneys, fees, collection costs, costs incurred to protect any collateral, court costs and costs on appeal, including, without limitation, all such fees and[*] costs incurred before the commencement of a loan payable proceeding to collect this Note, during any such proceeding, during any bankruptcy or insolvency proceeding, and during any appeal. [*]Reasonable If First Security has not received the full amount of an payment by the end of fifteen (15) calendar days after the date due, including the balance due at maturity, Borrower will pay a late charge to First Security in the amount of five percent (5%) of the overdue payment of principal and interest or $1000.00, whichever is less. Borrower hereby agrees to pay the late charge promptly, but only once on demandeach late payment. In addition to any late charges that may be assessed as herein provided, bearing the outstanding balance of this Note after a default in payment of principal and/or interest or any part thereof, including but not limited to a default in making the final payment due at maturity, [deleted text] any document securing this Note, or any other document executed in connection with this Note, shall accrue interest from the date of the default at the rate customarily equal to four (4) percentage points per annum in excess of the interest rate charged by if this Note were not in default. If First Security shall waive in writing or permit a cure of such default, the Custodian on similar loans. Neither the Custodian nor any Subcustodian interest rate shall be obligated to advance monies revert to the Fundnon-default rate from and after such waiver or completion of such cure. This Note is secured by A Commercial Credit and Security Agreement of even date of such herewith, covering the property described or referenced therein. This Note is to be construed under the laws of the State of Utah. The makers, sureties, guarantors, and in the event endorsers of this Note jointly and severally waive presentment for payment, notice of protest, notice of protest, and notice of nonpayment of this Note, and consent 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 this Note or any other personpayment due under this Note may be extended or renewed without prior demand or notice, the Custodian may assign any rights granted and further consent 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 release of any agreed upon Investments to the extent necessary to recover payment of all principal ofcollateral or part thereof or any surety or guarantor, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian with 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 9without substitution.

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. 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 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 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, 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 the 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. 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. 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. IfOn failure of any Obligor to perform any of the covenants and agreements contained herein or in any other Credit Document, for any reason the Collateral Agent may, at its sole option and in its sole discretion, perform the covenants and agreements contained herein and in the conduct other Credit Documents after giving notice of its safekeeping duties pursuant such non-performance (and a reasonable opportunity to Section 5 cure such non-performance) to such Obligor and in so doing may expend such sums as the Collateral Agent may reasonably deem advisable in the performance thereof, including, without limitation, the payment of any insurance premiums, the payment of any taxes, a payment to obtain a release of a Lien or potential Lien, expenditures made in defending against any adverse claim and all other expenditures which the Collateral Agent may make for the protection of the security hereof or its administration which may be compelled to make by operation 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 All such Advances sums and the time at which such Advances must be repaid. Such Advances amounts so expended shall be deemed repayable by the Obligors on a loan payable on demandjoint and several basis promptly upon timely notice thereof and demand therefor, bearing shall constitute additional Obligations and shall bear interest from the date said amounts are expended at the rate customarily charged of interest then in effect in respect of the Revolving Loans pursuant to the Credit Agreement. No such performance of any covenant or agreement by the Custodian Collateral Agent on similar loans. Neither the Custodian nor behalf of any Subcustodian shall be obligated to advance monies to the FundObligor, and no such advance or expenditure therefor, shall relieve the Obligors of any Default or Event of Default. The Collateral Agent may make any payment hereby authorized in accordance with any bill, statement or estimate procured from the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk appropriate public office or holder of the Fund and shall not be deemed claim to be a transaction undertaken by discharged without inquiry into the Custodian for its own account and risk. If accuracy of such Advance shall have been made by a Subcustodian bill, statement or any other person, estimate or into 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 validity of any agreed upon Investments tax assessment, sale, forfeiture, tax lien, title or 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. If20.3.1 Subject to the terms hereof, each Lender shall make its Loan Percentage of the Advances called for any reason under this Agreement and of all Advances required by the Lenders under the Loan Documents to preserve or protect the Property or the continued perfection and priority of Agent's security title and lien on the Property or to enforce Agent's rights under the Loan Documents. Agent shall notify Lenders, by telephone, facsimile or electronic email transmission, of each Advance and the date on which such deposit is required to be made, and shall deliver, or cause to be delivered, to each Lender a complete copy of Borrower's Requisition for Advance and all supporting documentation no later than two (2) Business Days prior to the scheduled date of the Advance. 20.3.2 Lenders shall deposit by wire transfer their respective Loan Percentage of each Loan Advance in the conduct of its safekeeping duties pursuant to Section 5 hereof or its administration loan account designated by Agent, on the date of, and not later than 12:00 noon on the scheduled date of the FundAdvance. Interest shall accrue from the date the same is deposited with Agent. Upon such deposit by each Lender, Agent shall deliver to each Lender a certificate as to such Advance. Agent will disburse funds so deposited by Lenders for the purposes and in accordance with the terms and conditions set forth in this Agreement. 20.3.3 Unless Agent shall have received notice from a Lender prior to 11:00 a.m. on the date of any Advance that such Lender will not make available to Agent such Lender's assets pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit ratable portion 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, Agent may assume that such security interest Lender has made or will make such portion available to be effective only as long as Agent on the date of such Advance remain outstanding; and, 7.6.2 agree that and Agent may, in its sole discretion and in reliance upon such assumption, make available to Borrower on such date a corresponding amount. If and to the Custodian may secure extent such Lender shall not have so made such ratable portion available to Agent, such Lender agrees to repay to Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the resulting Advance by perfecting a security interest in date such Investments under Applicable Law. The Custodian shall promptly notify amount is made available to Borrower until the Fund of any date such Advances and amount is repaid to Agent, (i) for the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demandfirst two (2) Business Days, 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 FundFederal Funds Rate, and (ii) thereafter, at the interest rate then in the event that effect with respect to 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 riskAdvance. If such Lender shall repay to Agent such corresponding amount, such amount so repaid shall constitute such Lender's portion of the applicable Advance for purposes of this Agreement, and if both such Lender and Borrower shall pay and repay such corresponding amount, Agent shall promptly relend to Borrower such corresponding amount. If such Lender does not repay such corresponding amount immediately upon Agent's demand therefor, Agent shall notify Borrower, and Borrower shall immediately repay such corresponding amount to Agent. The failure of any Lender to fund its portion of any Advance shall have been made by a Subcustodian or not relieve any other personLender of its obligation, the Custodian may assign any rights granted to the Custodian if any, hereunder to fund its respective portion of the Advance on the date of 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 thereonborrowing, the Custodian or its assignee, as the case may be, but no Lender shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose responsible for any such failure of any agreed upon Investments to the extent necessary to recover payment of all principal of, other Lender 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 no Lender shall be treated as Financial Assets credited required to Securities Accounts under Articles 8 and 9 fund any amounts in excess 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 9its Commitment.

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. 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 4/26/2017

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 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 Trustor shall fail to repay when due maintain the principal balance full insurance coverage required by this Deed of an Advance and accrued and unpaid interest thereonTrust or shall fail to keep the Security in accordance with the Grant Documents, the Custodian Beneficiary, after at least seven (7) dayS prior notice to Trustor, may (but shall be under no obligation to) take out the required policies of insurance and pay the premiums on the same or its assigneemay make such repairs or replacements as are necesry and provide for payment thereof and all amounts so advanced therefor by the Beneficiary shall become an additional obligation ofthe Trustor to the Beneficiary (together with interest as set forth below) and shall be secured hereby, which amounts the Trustor agrees to pay on the demand ofthe Beneficiary, and ifnot so paid, shall bear interest from the date of the advance at the lesser often percent (10%) per-annum or the maximum-rate permitted by law. Section 5.1 Awards and Damages. Alljudgments, awards of damages, settlements and compensation made in connection with or in lieu of(1) taking 0fall or any part ofor any interest in the Property by or under assertion of the power of eminent domain, (2) any damage to or destruction oftlie Property or in any part thereofby insured casualty, and (3) any other injwy or damage to all or any part of the Property ("Fundsj are hereby assigned to and shall be paid to the Beneficiary by a check made payable to the Beneficiary. The Beneficiary is authorized and empowered (but not required) to collect and receive any fimds and is authorized to apply them in whole or in part upon any indebtedness or obligation secured hereby, in such order and manner as the case may be, Beneficiary shall determine at its sole option. Following an Event ofDefauIt. the Beneficiary shall be entitled to utilize settle and adjust all claims under insurance policies provided under this De ofTrust and may deduct and retain from the available cash balance proce of such insurance the amount of all expenses incurred by it in connection with any such settlement or adjustment. All or any part ofthe amounts so collected and recovered by the applicable Series Agency Beneficiary may be released to Trustor upon such conditions as the Beneficiary may impose for its disposition. Application of al or Principal Account any part ofthe Funds collected and received by the B eneficiary or the release thereof shall not cure or waive any defauIt under this De of Trust 'The rights of the Beneficiary under this Section 4.1 are subject to dispose the rights of any agreed upon Investments senior mortgage lender. Notwithstanding tbe provisions of this Section, the Beneficiary shall release the Funds to Trustor to be used to reconstruct the extent necessary improvements on the Property provided that Beneficiary reasonably determines that Trustor (when taking into account the Funds) has sufficient fimds to recover payment of all principal of, and interest on, such Advance in fullrebuild 57296\1 060\757483.4 E-8 Attachment D AGREEMENTS AFECfING THE PROPERTY; FURTHER ASSURANCES; PAYMENT OF � AMOUNT AND INTEREST Other Agreements Affecting Property. . The Custodian may assign Trustor shall duly and punctually perform all tenDS, covenants, conditions and agreements binding upon it under the Grant Documents and any rights it has hereunder to a Subcustodian other agreement of any nature whatsoev' er now 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 hereafter involving or affecting 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 9Security or any part thereof.

Advances. If, for any reason in (i) An Authorized Representative shall give the conduct Agent (1) irrevocable telephonic notice of its safekeeping duties 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 10:30 A.M. on a day at least three (3) Business Days' prior to the date of such proposed Eurodollar Rate Loan and (2) 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 to Base Rate Loans) prior to 10:30 A.M. on the day of such proposed Revolving 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, the Custodian type of Revolving 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 during, or at the end of, any Business DayEurodollar Rate), Fund hereby does: 7.6.1 grant the date of borrowing and, if a Eurodollar Rate Loan, the Interest Period to be used in the Custodian computation of interest. 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 10:30 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 2:00 P.M. on the date specified for each borrowing under this Section 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 Revolving Loan or Revolving 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 Agent. (iii) Notwithstanding the foregoing, if a drawing is made under any Letter of all principal ofCredit, such drawing is honored by the Issuing Bank, and interest onthe Borrower shall not immediately fully reimburse the Issuing Bank in respect of such drawing from other funds available to the Borrower, (A) provided that the conditions to making a Revolving 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 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 Revolving Credit Facility in an amount equal to such Lender's Applicable Commitment Percentage of such Reimbursement Obligation, and 9 (B) if the conditions to making a Revolving 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 Issuing Bank) at its Principal Office 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. AccordinglyIf 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 Custodian 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 Base Rate Refunding Loan or fund the purchase of its Participation as specified above 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 such notice to the Lenders is given by the Agent after 12:00 noon on any Business Day, each Lender shall either make such Base Rate Refunding Loan or fund such purchase before 12:00 noon on the next following Business Day.

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 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, for any reason in the conduct (a) Advances 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 principal 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 made by the Custodian on similar loans. Neither the Custodian nor any Subcustodian shall be obligated Bondholder directly to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be or for the account and risk of the Fund and Borrower, but each such Advance shall not be deemed to be a transaction undertaken payment by the Custodian Bondholder of a portion of the purchase price of the Series 2022 Bond and the advance of a portion of the proceeds of the Series 2022 Bond to the Borrower to pay or reimburse the Borrower for its own account Costs of the Project, and riskto pay Costs of Issuance of the Series 2022 Bond and the Series 2022 Note. If such The amount and date of each Advance shall be noted on a ledger maintained by the Bondholder for such purpose. The outstanding principal amount of the Series 2022 Bond shall be the sum of all Advances, less the aggregate amount of‌‌ all principal payments which have been made on the Series 2022 Bond (whether upon maturity, by a Subcustodian prepayment, upon acceleration or otherwise). (b) Funding any other person, the Custodian may assign any rights granted Advance shall be subject to the Custodian hereunder to such Subcustodian or other person. If receipt by the Fund shall fail to repay when due Bondholder of a request for Advance (upon which the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, Bondholder shall be entitled to utilize rely) signed by the available cash balance Borrower and containing all information called for by, and otherwise being substantially in the applicable form of Exhibit D. (c) If all conditions precedent to Advances of principal under the Series Agency or Principal Account and to dispose of any agreed upon Investments 2022 Bond have been performed to the extent necessary satisfaction of the Bondholder and the Bondholder has approved the requisition, the Bondholder shall make such Advances by depositing funds in the Borrower's deposit account, issuing checks made payable to recover payment of all principal of, the Borrower or as otherwise agreed by the Bondholder and interest on, such Advance in fullthe Borrower. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken proceeds of each Advance hereunder shall be treated as Financial Assets credited applied solely and exclusively for the purposes described in Section 4.1(a) hereof, and the Borrower agrees at any time and from time to Securities Accounts under Articles 8 and 9 time, upon request of the UCCBondholder, to exhibit to the Bondholder receipts, vouchers, statements, bills of sale or other evidence satisfactory to the Bondholder of the actual payment of such costs. AccordinglyThe Borrower shall establish and maintain a separate demand deposit account to be used exclusively for receipts and disbursements in connection with Advances and Costs of the Project. (d) The Bondholder shall not be required to make any Advance hereunder if an Event of Default or Event of Taxability has occurred under this Agreement. (e) The initial Advance hereunder shall be made in accordance with the provisions hereof on the Closing Date in an amount not less than that required by the Code for the issuance of tax-exempt debt. (f) The final Advance shall be no later than May 24, 2025. No Advance shall be made after such date. The Borrower shall notify the Bondholder when it has requested the final Advance. (g) The Borrower agrees that, no later than May 24, 2025, the Custodian shall have Borrower intends to request, or cause to be requested, Advances in at least the rights and benefits full principal amount of a secured creditor that is a Securities Intermediary under the Series 2022 Bond. (h) If the total of all Advances hereunder should be less than $19,400,000, the Amortization Installments of the Series 2022 Bond should be reduced by such Articles 8 and 9difference in inverse order of maturity.

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. IfThe obligation of Agent to make any advance hereunder (including the initial advance and any advance at the request of Borrower upon any Payment Date (other than any Payment Date (x) during the Amortization Period (as applicable), for or (y) when an Event of Default has occurred and is continuing) shall be subject to the further conditions precedent that, on and as of the date of such advance: (i) the representations and warranties of Borrower set forth in this Agreement shall be accurate in all material respects, before and after giving effect to such advance or issuance and to the application of any reason proceeds thereof; (ii) no Default or Event of Default has occurred and is continuing or would result from such advance or issuance or from the application of any proceeds thereof; (iii) no Material Adverse Change has occurred; (iv) Agent has reviewed and, to the extent required, approved any material modifications to any Underwriting Guidelines and/or Collection and Servicing Policy; (v) [reserved]; (vi) Agent shall have received (A) a Borrowing Base Certificate in the conduct form and substance of Exhibit A attached hereto executed by B▇▇▇▇▇▇▇, and (B) a Notice of Borrowing, in each case, at least 12:00 P.M. (New York City time) two (2) Business Days prior to the date of the requested advance; (vii) [reserved]; (viii) Agent shall have received an updated supplemental schedule to each applicable Purchase Agreement (or such other equivalent document acceptable to Agent in its safekeeping duties Permitted Discretion), reflecting the Receivables to be funded with the proceeds of such advance, together with all Receivables against which advances have previously been made and not repaid; (ix) [reserved]; (x) with respect to any Collateral Receivables to be funded with the proceeds of such advance, such Collateral Receivable is secured or otherwise supported by an Optioned Property on which an Eligible Appraisal has been (x) conducted and (y) delivered to Agent (upon the request of Agent); (xi) [reserved]; (xii) none of (A) Investment Manager, the Trust or Borrower or (B) with respect to any Collateral Receivables to be funded with the proceeds of such advance, the related Originator or Approved Servicer, nor (to the knowledge of Borrower) any of their respective Affiliates nor any of their respective principal or key management personnel shall have been indicted or is under active investigation by a U.S. Attorney for a felony crime; (xiii) no Level One Regulatory Event shall have occurred and be continuing with respect to any Collateral Receivables to be funded with the proceeds of such advance, unless waived by Agent, with respect to (A) any such Receivable or (B) any of (w) the Trust, (x) Borrower, (y) the applicable Originator, or (z) the applicable Approved Servicer, in (or otherwise affecting) the related Property Jurisdiction; (xiv) with respect to any Collateral Receivables to be funded with the proceeds of any advance, Borrower (or the Investment Manager on behalf of the Borrower) and/or the Trust has entered into an Approved Servicing Agreement with each Approved Servicer pursuant to Section 5 hereof which Borrower (or its administration the Investment Manager on behalf of the Fund's assets pursuant Borrower) and/or the Trust has engaged such Approved Servicer, as servicer and as Borrower’s and/or the Trust’s agent, to Section 6 hereofmonitor, manage, enforce and collect such Receivables and disburse any Collections in respect thereof as provided by the related Approved Servicing Agreement, subject to this Agreement, the Custodian Trust Agreement and the related Approved Multi-Party Acknowledgment; and (xv) Agent and each Lender shall have received all documentation and other information reasonably requested by it that is required by bank regulatory authorities under applicable “know-your-customer” or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account other Anti-Terrorism Laws and all such documentation and other information shall be overdrawn either duringin form and substance reasonably satisfactory to Agent or such requesting Lender, or at the end of, any Business Day), Fund hereby does: 7.6.1 grant as applicable. Notwithstanding anything to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advancecontrary herein, 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 Agent 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 not be obligated to make any more than three (3) advances hereunder in any calendar week and each such advance monies to the Fundmust be no less than $250,000, 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 unless otherwise approved 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 9Agent.

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, for any reason in the proper 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 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 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. If, for any reason (a) The Borrower shall notify the Administrative Agent in the conduct of its safekeeping duties writing pursuant to Section 5 hereof or its administration a Borrowing Request not later than 3:00 PM (Toronto time) (i) if the amount of the Fund's assets pursuant to Section 6 hereofrequested advance exceeds $25,000,000, ten (10) Business Days; or (ii) if the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit amount of the Fund requested advance is less than or equals $25,000,000, three (whether or not any Principal or Agency Account 3) Business Days before each requested Advance, specifying the amount of the Advance to be made, provided that the minimum amount the Borrower may specify in such request for an Advance is $250,000. Such Borrowing Request shall be overdrawn either during, certified by a senior officer of the General Partner (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 (such other authorized Person as mutually agreed Borrower directs from time to time) of the Borrower. (b) The Administrative Agent shall give to each applicable Lender prompt notice on the date of the Administrative Agent’s receipt of each Borrowing Request. On the date on which an Advance is requested to be made pursuant to the applicable Borrowing Request, each applicable Lender will make available to the Administrative Agent at the address of the Administrative Agent set forth in Section 8.01, in immediately available funds, its Applicable Percentage of such Advance requested to be made. Unless the Administrative Agent shall have been notified by any Lender prior to the date of Advance that such Lender does not intend to make available to the Administrative Agent its portion of the Advance to be made on such date, the Administrative Agent may assume that such Lender will make such amount available to the Administrative Agent as security required above and the Administrative Agent may, in reliance upon such assumption, make available the amount of the Advance to be provided by such Lender. Upon fulfillment of the conditions set forth in Section 2.06(a) and Section 4.02 for such Advance, and as soon as practicable after receipt of funds from the Lenders, will make such security funds as have been received from the Lenders available to the Borrower at the account specified by the Borrower in such Borrowing Request. In the event that any additional Lenders become party to this Agreement by way of an Assignment and Assumption, the Parties hereto will negotiate in good faith with a paying agent to become a party to this Agreement and be responsible for payment and remittance functions currently undertaken by the Administrative Agent and to make any necessary amendments as required to this Agreement. (c) To administer the Loans in an efficient manner and to minimize the transfer of funds between the Administrative Agent and the Lenders, the Lenders hereby instruct the Administrative Agent, and the Administrative Agent may (in its sole discretion, without any obligation) (i) make available, on behalf of the Lenders, the full amount of all Advances requested by the Borrower, without giving each Lender prior notice of the proposed Advance, of such Lender’s Applicable Percentage thereof and the other matters covered by the Borrowing Request and (ii) if the Administrative Agent has made any such amounts available as provided in clause (i), upon repayment of the Loans by the Borrower, first apply such amounts repaid directly to the amounts made available by the Administrative Agent in accordance with clause (i) and not yet settled as described below. If the Administrative Agent makes an Advance on behalf of the Lenders, as provided in the immediately preceding sentence, the amount of outstanding Loans and each Lender’s Applicable Percentage thereof shall be computed weekly rather than daily and shall be adjusted upward or downward on the basis of the amount of outstanding Loans as of 5:00 P.M. (Toronto time) on the Business Day immediately preceding the date of each computation; provided, however, that the Administrative Agent retains the absolute right at any time or from time to time to make the afore-described adjustments at intervals more frequent than weekly. On the Business Day prior to each Reporting Date, the Administrative Agent shall deliver to each Lender and holder of any Note a summary statement of the type and amount of outstanding Loans for such period (such week or lesser period or periods being hereafter referred to as a "Lender Reporting Period"). If the summary statement is sent by the Administrative Agent and received by the Lenders prior to 1:00 P.M. (Toronto time) on any Business Day each Lender shall make the transfers described in the next succeeding sentence no later than 3:00 P.M. (Toronto time) on the day such summary statement was sent; and if such summary statement is sent by the Administrative Agent and received by the Lenders after 1:00 P.M. (Toronto time) on any Business Day, each Lender shall make such transfers no later than 3:00 P.M. (Toronto time) no later than the next succeeding Business Day after such summary statement was sent. If in any Lender Reporting Period, the amount of a Lender’s Applicable Percentage of the Loans is in excess of the amount of Loans actually funded by such Lender, such Lender shall forthwith (but in no event later than the time set forth in the next preceding sentence) transfer to the Administrative Agent by wire transfer in immediately available funds the amount of such excess; and, on the other hand, if the amount of a Lender’s Applicable Percentage of the Loans in any Lender Reporting Period is less than the amount of Loans actually funded by such Lender, the Administrative Agent shall forthwith transfer to such Lender by wire transfer in immediately available funds the amount of such difference. The obligation of each Lender to transfer such funds shall be irrevocable and unconditional, without recourse to or warranty by the Administrative Agent and made without setoff or deduction of any kind. The Administrative Agent and each of the Lenders agree to ▇▇▇▇ their respective books and records at the end of each Collection Period to show at all times the dollar amount of their respective Applicable Percentages of the outstanding Loans. Because the Administrative Agent on behalf of the Lenders may be advancing and/or may be repaid Loans prior to the time when the Lenders will actually advance and/or be repaid Loans, interest with respect to Loans shall be effective only as long as allocated by the Administrative Agent to each Lender (including Administrative Agent) in accordance with the type and amount of Loans actually advanced by and repaid to each Lender (including the Administrative Agent) during each Collection Period and shall accrue from and including the date such Advance remain outstanding; and,is made by the Administrative Agent to but excluding the date such Loans are repaid by the Borrower in accordance with Section 2.14 or actually settled by the applicable Lender as described in this Section 2.06(c). All such Advances made by the Administrative Agent on behalf of the Lenders hereunder shall bear interest at the applicable interest rate for such Advances. 7.6.2 agree that (d) If the Custodian may secure amounts described in subsection (b) or (c) of this Section 2.06 are not in fact made available to the resulting Advance Administrative Agent by perfecting a security interest in Lender (such Investments under Applicable LawLender being hereinafter referred to as a "Defaulting Lender") and the Administrative Agent has made such amount available to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Defaulting Lender. The Custodian If such Defaulting Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Fund of any such Advances Borrower and the time Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from such Defaulting Lender and the Borrower, (i) interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at which a rate per annum equal to either (A) if paid by such Advances must be repaidDefaulting Lender, the overnight federal funds rate or (B) if paid by the Borrower, the Applicable Rate, calculated in accordance with Section 2.05, plus (ii) in each case, an amount equal to any costs (including reasonable legal expenses) and losses incurred as a result of the failure of such Defaulting Lender to provide such amount as provided in this Agreement. Such Advances Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its commitments hereunder or to prejudice any rights which the Borrower may have against any Lender as a loan result of any default by such Lender hereunder, including, without limitation, the right of the Borrower to seek reimbursement from any Defaulting Lender for any amounts paid by the Borrower under clause (ii) above on account of such Defaulting Lender’s default. (e) The failure of any Lender to make its portion of the Advance to be made by it as part of any Advance shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Advance. The amounts payable on demand, bearing by each Lender shall be a separate and independent obligation. (f) Each Lender shall be entitled to earn interest at the rate customarily charged by Applicable Rate, calculated in accordance with Section 2.05, on outstanding Loans which it has funded to the Custodian Administrative Agent from the date such Lender funded such Advance to, but excluding, the date on similar loans. Neither which such Lender is repaid with respect to the Custodian nor any Subcustodian Loan. (g) The Administrative Agent shall not be obligated to advance monies transfer to any Defaulting Lender any payments made by the Borrower to the FundAdministrative Agent for the Defaulting Lender’s benefit; nor will a Defaulting Lender be entitled to the sharing of any payments hereunder. Amounts payable to a Defaulting Lender shall instead be paid to or retained by the Administrative Agent. The Administrative Agent may hold and, and in its discretion, re-lend to a Borrower the event that amount of all such Advance occurs, any transaction giving rise to an Advance shall be payments received or retained by it for the account of such Defaulting Lender. Any amounts so re-lent to the Borrower shall earn interest at the Applicable Rate hereunder and risk for all other purposes of this Agreement shall be treated as if they were Advances; provided, however, that for purposes of voting or consenting to matters with respect to the Loan Documents and determining Applicable Percentages, such Defaulting Lender shall be deemed not to be a "Lender", and each of such Defaulting Lender’s Commitment and the unpaid principal balance of the Fund and Advances owing to such Defaulting Lender shall not be deemed to be zero (-0-). Until a transaction undertaken by the Custodian for Defaulting Lender cures its own account and risk. If failure to fund its pro rata share of any Advance, such Advance Defaulting Lender 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 not be entitled to utilize any portion of the available cash balance Financing Premium payable pursuant to Section 2.09(a). This Section 2.06(g) shall remain effective with respect to such Lender until such time as the Defaulting Lender shall no longer be in the applicable Series Agency or Principal Account and to dispose default of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in fullits obligations under this Agreement. The Custodian may assign terms of this Section 2.06(g) shall not be construed to increase or otherwise affect the Commitment of any rights it has Lender, or relieve or excuse the performance by Borrower of its duties and obligations hereunder or under any of the other Loan Documents. Nothing contained in this Section 2.06 or otherwise in this Agreement shall impair or limit any claim of the Borrower against a Defaulting Lender (including, without limitation, expenses incurred by the Borrower by reason of any such default) who breaches its commitment to a Subcustodian or third party. Any security interest in Investments taken hereunder fund Advances hereunder. (h) Each request for an Advance pursuant to this Section 2.06 shall be treated as Financial Assets credited to Securities Accounts under Articles 8 irrevocable and 9 of binding on 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.