Common use of Procedure for Advances Clause in Contracts

Procedure for Advances. (a) Each Advance hereunder shall be made on the requested date of an Advance upon the Borrowers’ irrevocable written notice in the form of Annex B (the “Borrowing Request”) delivered to the Administrative Agent and each Managing Agent in accordance with Section 12.2 by 2:00 p.m., New York, New York time, at least two (2) Business Days before the requested date of an Advance, which notice shall specify: (i) the amount requested to be paid to the Borrowers (such amount, which shall not be less than $1,000,000 and shall be in integral multiples of $100,000 in excess thereof) with respect to each Lender Group in connection with such Advance, the portion thereof allocated to each Borrower and the bank account for each Borrower to which the funds are to be remitted; (ii) the date of such Advance; and (iii) a pro forma calculation of the Advance Principal Balance of each Lender after giving effect to the increase in Aggregate Advance Principal Balance resulting from such Advance. (b) On the date of each Advance hereunder, each applicable Conduit Lender or Committed Lender, as the case may be in accordance with Section 2.1(a), shall, upon satisfaction of the applicable conditions set forth in Section 3.2 and Exhibit II, make available to the Borrowers in same day funds, at the account for each Borrower designated in writing by the Borrowers to the Administrative Agent and each Managing Agent in the Borrowing Request, an amount equal to the portion of Advance Principal Balance to be funded by such Lender (as determined in accordance with Sections 2.1(a) and 2.2(b)). (c) Each Committed Lender’s obligations hereunder shall be several, such that the failure of any Committed Lender to make a payment in connection with any Advance hereunder shall not relieve any other Committed Lender of its obligation hereunder to make payment for any Advance. (d) The Borrowers may, with the written consent of the Administrative Agent (which consent may be at the Administrative Agent’s sole discretion), (i) add additional financial institutions as Lenders (including by creating new Lender Groups) or (ii) subject to Section 2.1(d), cause an existing Lender to increase its Commitment in connection with a corresponding increase in the Aggregate Commitment. Each new Lender (or Lender Group) shall become a party hereto, by executing and delivering to the Administrative Agent and the Borrowers, an Assumption Agreement in the form of Annex E hereto (which Assumption 162989721 Agreement shall, in the case of any new Lender or Lenders, be executed by each Person in such new Lender’s Lender Group). (e) The Borrowers and the Administrative Agent acknowledge that the Advances made by any Lender identified on Exhibit VI hereto (a “Tranched Advance Lender”) shall, to the extent so specified on Exhibit VI hereto, be deemed to consist of a “Class A” interest in such Advances and a “Class B” interest in such Advances. The Class B interest shall be subordinate to the Class A interest. Except as specifically set forth herein, none of the Borrowers, the Servicer, the Performance Guarantor, the Administrative Agent or any other Secured Party shall have any obligations under this Agreement or any other Transaction Document with respect to the tranching of the Advances made by any Tranched Advance Lender into Class A interests and Class B interests or any other matter related thereto; provided that, in no event shall the obligations of the Borrowers under the Transaction Documents be increased or decreased in any respect as a result thereof. A Tranched Advance Lender’s (i) Class A interest shall initially consist of the “Class A Percentage” (as specified on Exhibit VI) of the Advances made by it hereunder and (ii) Class B interest shall initially consist of the “Class B Percentage” (as specified on Exhibit VI) of the Advances made by it hereunder; provided, that, any Tranched Advance Lender may upon notice to its Managing Agent and the Administrative Agent modify the percentages of its Advances constituting Class A interests and Class B interests, respectively, so long as the respective percentages equal 100% of such Lender’s Advances. The Administrative Agent, the Servicer and the Borrowers acknowledge that (i) all payments of the portion of Aggregate Advance Principal Balance owing to any Tranched Advance Lender on each Settlement Date in respect of the Advances made by such Tranched Advance Lender hereunder shall be deemed to be allocated (x) first to such Tranched Advance Lender’s Class A interest, until the principal amount of the Class A interest is reduced to zero and (y) second to such Tranched Advance Lender’s Class B interest, until the Class B interest is reduced to zero, and (ii) all payments constituting interest made to such Tranched Advance Lender on each Settlement Date in respect of the Advances made by it hereunder shall be deemed to be allocated to such Tranched Advance Lender’s Class A interest and such Tranched Advance Lender’s Class B interest, pro rata, based on the outstanding principal amount of such Tranched Advance Lender’s Class A interest and Class B interest on such Settlement Date. It is understood and agreed that, notwithstanding anything in this Agreement to the contrary, (i) none of the Borrowers, the Servicer, the Performance Guarantor, the Administrative Agent or any other Secured Party shall be responsible for the calculation of any amounts due to any Tranched Advance Lender’s Class A interest or Class B interest, respectively, or the outstanding amount of any Tranched Advance Lender’s Class A interest or Class B interest and such amounts shall not appear on any monthly report or other report provided by the Administrative Agent, the Servicer or the Borrowers and (ii) the Servicer shall send one combined payment to the applicable Managing Agent for any Tranched Advance Lender(s) representing amounts due to the Lenders in such Lender Group on the related Settlement Date to the extent provided for in, and in accordance with, this Agreement. (f) Each of the parties hereto intends that no Advance hereunder shall constitute, or be deemed to constitute, a “security” under U.S. securities Laws or within the meaning of the UCC.

Procedure for Advances. (a) Each Advance hereunder shall be made Until the occurrence of the Facility Maturity Date, the Note Purchaser will make Advances on any Business Day at the requested date request of an Advance upon the Borrowers’ irrevocable written notice in the form of Annex B (the “Borrowing Request”) delivered Borrower, subject to the Administrative Agent and each Managing Agent in accordance with Section 12.2 by 2:00 p.m., New York, New York time, at least two (2) Business Days before the requested date terms and conditions of an Advance, which notice shall specify: (i) the amount requested to be paid Sections 2.01 and 2.02 and subject to the Borrowers (such amount, which shall not be less than $1,000,000 and shall be in integral multiples provisions of $100,000 in excess thereof) with respect to each Lender Group in connection with such Advance, the portion thereof allocated to each Borrower and the bank account for each Borrower to which the funds are to be remitted; (ii) the date of such Advance; and (iii) a pro forma calculation of the Advance Principal Balance of each Lender after giving effect to the increase in Aggregate Advance Principal Balance resulting from such AdvanceArticle III hereof. (b) Each Advance shall be made on at least one Business Day’s irrevocable written notice from the Borrower to the Agent, with a copy to the Trustee and the Collateral Custodian, in the form of a Notice of Borrowing; provided that such Notice of Borrowing shall be deemed to have been received by the Agent on a Business Day if delivered no later than 5:00 p.m. (New York City time) on such Business Day and if not delivered by such time, shall be deemed to have been received on the following Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has access. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify: (i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), the amount of such Advance must be at least equal to $500,000; (ii) the proposed date of such Advance; (iii) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; and (iv) the amount of cash that will be funded into the Unfunded Exposure Account in connection with the Advance, if applicable. On the date of each Advance hereunderAdvance, each applicable Conduit Lender or Committed Lender, as the case may be in accordance with Section 2.1(a), Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Section 3.2 and Exhibit IIArticle III, make available to the Borrowers Borrower on the applicable Advance Date in same day funds, at the amount of such Advance, by payment into the account for each which the Borrower has designated in writing by writing; provided that, with respect to an Advance funded pursuant to Section 2.02(f), the Borrowers to Note Purchaser shall remit the Administrative Agent and each Managing Agent in the Borrowing Request, an amount Advance equal to the portion of Advance Principal Balance Exposure Amount Shortfall in same day funds to be funded by such Lender (as determined in accordance with Sections 2.1(a) and 2.2(b))the Unfunded Exposure Account. (c) Each Committed Lender’s obligations hereunder The Advances shall be several, such that bear interest at the failure of any Committed Lender to make a payment in connection with any Advance hereunder shall not relieve any other Committed Lender of its obligation hereunder to make payment for any AdvanceYield Rate. (d) The Borrowers may, with the written consent of the Administrative Agent (which consent may be at the Administrative Agent’s sole discretion), (i) add additional financial institutions as Lenders (including by creating new Lender Groups) or (ii) subject Subject to Section 2.1(d)2.18 and the other terms, cause an existing Lender to increase its Commitment in connection with a corresponding increase in conditions, provisions and limitations set forth herein, the Aggregate Commitment. Each new Lender (Borrower may borrow, repay or Lender Group) shall become a party heretoprepay and reborrow Advances without any penalty, by executing on and delivering after the Closing Date and prior to the Administrative Agent and the Borrowers, an Assumption Agreement in the form of Annex E hereto (which Assumption 162989721 Agreement shall, in the case of any new Lender or Lenders, be executed by each Person in such new Lender’s Lender Group)Facility Maturity Date. (e) The Borrowers and Determinations by the Administrative Agent acknowledge that Note Purchaser of the Advances made by existence of any Lender identified on Exhibit VI hereto Eurodollar Disruption Event (a “Tranched Advance Lender”) shall, any such determination to be communicated to the extent so specified Borrower by written notice from the Agent promptly after the Agent learns of such event), or of the effect of any Eurodollar Disruption Event on Exhibit VI heretoits making or maintaining Advances at LIBOR, be deemed to consist of a “Class A” interest in such Advances and a “Class B” interest in such Advances. The Class B interest shall be subordinate to the Class A interest. Except as specifically set forth herein, none of the Borrowers, the Servicer, the Performance Guarantor, the Administrative Agent or any other Secured Party shall have any obligations under this Agreement or any other Transaction Document with respect to the tranching of the Advances made by any Tranched Advance Lender into Class A interests and Class B interests or any other matter related thereto; provided that, in no event shall the obligations of the Borrowers under the Transaction Documents be increased or decreased in any respect as a result thereof. A Tranched Advance Lender’s (i) Class A interest shall initially consist of the “Class A Percentage” (as specified on Exhibit VI) of the Advances made by it hereunder and (ii) Class B interest shall initially consist of the “Class B Percentage” (as specified on Exhibit VI) of the Advances made by it hereunder; provided, that, any Tranched Advance Lender may upon notice to its Managing Agent and the Administrative Agent modify the percentages of its Advances constituting Class A interests and Class B interests, respectively, so long as the respective percentages equal 100% of such Lender’s Advances. The Administrative Agent, the Servicer and the Borrowers acknowledge that (i) all payments of the portion of Aggregate Advance Principal Balance owing to any Tranched Advance Lender on each Settlement Date in respect of the Advances made by such Tranched Advance Lender hereunder shall be deemed to be allocated (x) first to such Tranched Advance Lender’s Class A interest, until the principal amount of the Class A interest is reduced to zero and (y) second to such Tranched Advance Lender’s Class B interest, until the Class B interest is reduced to zero, and (ii) all payments constituting interest made to such Tranched Advance Lender on each Settlement Date in respect of the Advances made by it hereunder shall be deemed to be allocated to such Tranched Advance Lender’s Class A interest and such Tranched Advance Lender’s Class B interest, pro rata, based on the outstanding principal amount of such Tranched Advance Lender’s Class A interest and Class B interest on such Settlement Date. It is understood and agreed that, notwithstanding anything in this Agreement to the contrary, (i) none of the Borrowers, the Servicer, the Performance Guarantor, the Administrative Agent or any other Secured Party shall be responsible for the calculation of any amounts due to any Tranched Advance Lender’s Class A interest or Class B interest, respectively, or the outstanding amount of any Tranched Advance Lender’s Class A interest or Class B interest and such amounts shall not appear on any monthly report or other report provided by the Administrative Agent, the Servicer or the Borrowers and (ii) the Servicer shall send one combined payment to the applicable Managing Agent for any Tranched Advance Lender(s) representing amounts due to the Lenders in such Lender Group on the related Settlement Date to the extent provided for in, and in accordance with, this Agreementconclusive absent manifest error. (f) Each Notwithstanding anything to the contrary herein (including, without limitation, the occurrence of an Event of Default or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, upon the occurrence of an Event of Default, the amount on deposit in the Unfunded Exposure Account is less than the aggregate Exposure Amount, the Borrower shall request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the parties hereto intends that no Advance hereunder Unfunded Exposure Account where the funds will be made available), the Note Purchaser shall constitutefund such Exposure Amount Shortfall in accordance with Section 2.02(b), or be deemed notwithstanding anything to constitutethe contrary herein (including, a “security” under U.S. securities Laws or within without limitation, the meaning Borrower’s failure to satisfy any of the UCCconditions precedent set forth in Section 3.02).

Procedure for Advances. (a) On any Business Day during the Revolving Period, the Borrower may request that the Lenders make Advances, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Section 3.02 hereof. (b) Each Advance hereunder shall be made on the requested date upon delivery (which may be by electronic mail) of an Advance upon irrevocable Notice of Borrowing from the Borrowers’ irrevocable written notice in the form of Annex B (the “Borrowing Request”) delivered Borrower to the Administrative Agent and (who shall deliver a copy to each Managing Agent in accordance with Section 12.2 by 2:00 p.m.Lender), New Yorkno later than 10:00 a.m., New York time, at least two one Business Day immediately prior to (2or such shorter time as agreed to by the Administrative Agent in consultation with the Lenders, including, in the case of a request for a Swing Loan, not later than 10:00 a.m. (New York City time) Business Days before on) the requested proposed date of an Advancesuch Advance (which shall be a Business Day), which notice in the form of a Notice of Borrowing. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify: : (i) the aggregate amount requested to be paid to the Borrowers (of such amountAdvance, which amount shall not cause the Advances Outstanding to exceed the Maximum Availability; provided that the amount of such Advance must be less than at least equal to $1,000,000 and shall be in 500,000 or an integral multiples multiple of $100,000 in excess thereof) with respect to each Lender Group in connection with such Advance, the portion thereof allocated to each Borrower and the bank account for each Borrower to which the funds are to be remitted; ; (ii) the proposed date of such Advance; and and (iii) a pro forma calculation of the representation that all conditions precedent for an Advance Principal Balance of each described in Article III hereof have been satisfied. If Swing Lender after giving effect has not elected to the increase in Aggregate Advance Principal Balance resulting from such Advance. (b) On make a Swing Loan pursuant to Section 2.02(f), no later than 1:00 p.m. on the date of each Advance hereunder, each applicable Conduit Lender or Committed Lender, as the case may be in accordance with Section 2.1(a), shallAdvance, upon satisfaction of the applicable conditions set forth in Section 3.2 and Exhibit II3.02, each Lender shall, in accordance with instructions received from the Borrower or the Administrative Agent, make available to the Borrowers Borrower, in same day funds, at the account for each Borrower designated in writing by the Borrowers to the Administrative Agent and each Managing Agent in the Borrowing Request, an amount equal to such ▇▇▇▇▇▇’s Commitment Percentage of such Advance, by payment into the portion of Advance Principal Balance to be funded by such Lender (as determined account which the Borrower has designated in accordance with Sections 2.1(a) and 2.2(b))writing. (c) Each Committed Lender’s obligations hereunder The Advances shall bear interest during the Interest Period at a rate per annum equal to the product of (i) the Interest Rate for such Interest Period multiplied by (ii) the weighted average daily Advances Outstanding for such Interest Period. Interest shall be several, such that computed on the failure basis of any Committed Lender to make the actual number of days (including the first day but excluding the last day) occurring during the Interest Period over a payment in connection with any Advance hereunder shall not relieve any other Committed Lender year comprised of its obligation hereunder to make payment for any Advance360 days. (d) The Borrowers maySubject to Section 2.17 and the other terms, with conditions, provisions and limitations set forth herein, the written consent Borrower may borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Closing Date and prior to the end of the Administrative Agent (which consent may be at the Administrative Agent’s sole discretion), (i) add additional financial institutions as Lenders (including by creating new Lender Groups) or (ii) subject to Section 2.1(d), cause an existing Lender to increase its Commitment in connection with a corresponding increase in the Aggregate Commitment. Each new Lender (or Lender Group) shall become a party hereto, by executing and delivering to the Administrative Agent and the Borrowers, an Assumption Agreement in the form of Annex E hereto (which Assumption 162989721 Agreement shall, in the case of any new Lender or Lenders, be executed by each Person in such new Lender’s Lender Group)Revolving Period. (e) The Borrowers obligation of each Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Lender and the Administrative Agent acknowledge that the Advances made by failure of any Lender identified on Exhibit VI hereto (a “Tranched Advance Lender”) shall, to so make such amount available to the extent so specified on Exhibit VI hereto, be deemed to consist Borrower shall not relieve any other Lender of its obligation hereunder. (f) In the case of a “Class A” interest in such Advances request for a Advance and a “Class B” interest in such Advances. The Class B interest shall be subordinate to the Class A interest. Except as specifically set forth herein, none of the Borrowers, the Servicer, the Performance Guarantor, the Administrative Agent or any other Secured Party shall have any obligations under this Agreement or any other Transaction Document with respect to the tranching of the Advances made by any Tranched Advance Lender into Class A interests and Class B interests or any other matter related thereto; provided that, in no event shall the obligations of the Borrowers under the Transaction Documents be increased or decreased in any respect as a result thereof. A Tranched Advance Lender’s (i) Class A interest shall initially consist of the “Class A Percentage” (as specified on Exhibit VI) of the Advances made by it hereunder and (ii) Class B interest shall initially consist of the “Class B Percentage” (as specified on Exhibit VI) of the Advances made by it hereunder; provided, that, any Tranched Advance Lender may upon notice to its Managing Agent and the Administrative Agent modify the percentages of its Advances constituting Class A interests and Class B interests, respectively, so long as the respective percentages equal 100% aggregate amount of Swing Loans made since the last Settlement Date, minus all payments or other amounts applied to Swing Loans since the last Settlement Date, plus the amount of the requested Swing Loan, does not exceed $15,000,000, Swing Lender may, in its sole discretion, make an Advance (any such Lender’s Advance made by Swing Lender pursuant to this Section 2.02(f) being referred to as a “Swing Loan” and all such Advances being referred to as “Swing Loans”) available to the Borrower on the Advance Date applicable thereto by transferring, in same day funds, amount of that requested borrowing, by payment into the account which the Borrower has designated in writing. Each Swing Loan will be deemed to be an Advance hereunder and shall be subject to all the terms and conditions (including Section 3.02) applicable to other Advances, except that all payments (including interest) on any Swing Loan will be payable to Swing Lender solely for its own account. The Administrative AgentSwing Lender will not make, the Servicer and the Borrowers acknowledge will not be obligated to make, any Swing Loan if Swing Lender has actual knowledge that (i) all payments one or more of the portion applicable conditions precedent set forth in Section 3.02 will not be satisfied on the requested Advance Date for the applicable borrowing, or (ii) the requested borrowing would cause the aggregate Advances Outstanding to exceed the Maximum Availability. Notwithstanding anything contained in this Section 2.02(f) or elsewhere in this Agreement to the contrary (i) Swing Lender shall not be obligated to make any Swing Loan in an amount that would, after giving effect to such Swing Loan, exceed the Swing Lender’s Commitment plus (solely to the extent used for the making of Aggregate Advance Principal Balance owing to Swing Loans) the Swing Loan Excess Amount, less the aggregate outstanding amount of any Tranched Advance Lender on each Settlement Date in respect of the Advances made (including Swing Loans) funded by such Tranched Advance Lender hereunder shall be deemed to be allocated (x) first to such Tranched Advance Lender’s Class A interest, until the principal amount of the Class A interest is reduced to zero and (y) second to such Tranched Advance Lender’s Class B interest, until the Class B interest is reduced to zero, and (ii) all payments constituting interest made Swing Lender shall not be required to make any Swing Loan if after giving effect to such Tranched Swing Loan, the aggregate amount of Advances Outstanding would exceed the Maximum Availability. Upon its receipt of the documents required to be delivered to it pursuant to Section 3.02, Swing Lender shall be entitled to rely on the information contained therein, and shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3.02 have been satisfied on the Advance Lender on Date applicable thereto prior to making any Swing Loan. The Swing Loans will be secured by the Collateral, constitute Advances and Obligations, and bear interest at the rate applicable from time to time to the Advances. (g) It is agreed that each Settlement Date in respect ▇▇▇▇▇▇’s funded portion of the Advances made Outstanding is intended by it hereunder the Lenders to equal, at all times, that ▇▇▇▇▇▇’s Pro Rata Share of the Advances Outstanding. Such agreement notwithstanding, the Administrative Agent, Swing Lender, and the other Lenders agree (which agreement is not for the benefit of the Borrower) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among the Lenders as to the Advances, including the Swing Loans, will take place on a periodic basis in accordance with the following provisions: (i) The Administrative Agent shall be deemed request settlement (“Settlement”) with the Lenders on a weekly basis, or on a more frequent basis if so determined by the Administrative Agent in its sole discretion (1) on behalf of Swing Lender, with respect to be allocated the outstanding Swing Loans, and (2) with respect to Borrower’s payments or other amounts received, as to each by notifying the Lenders of such Tranched Advance Lender’s Class A interest and such Tranched Advance Lender’s Class B interestrequested Settlement, pro rata, based no later than 2:00 p.m. (New York City time) on the outstanding principal Business Day immediately prior to the date of such requested Settlement (the date of such requested Settlement being the “Settlement Date”). Such notice of a Settlement Date will include a summary statement of the amount of such Tranched Advance Lender’s Class A interest outstanding Advances and Class B interest on such Swing Loans for the period since the prior Settlement Date. It is understood and agreed that, notwithstanding anything in this Agreement Subject to the contrary, terms and conditions contained herein (iincluding Section 2.21): (A) none if the amount of the BorrowersAdvances (including Swing Loans) made by a Lender that is not a Defaulting Lender exceeds that ▇▇▇▇▇▇’s Pro Rata Share of the Advances Outstanding (including Swing Loans) as of a Settlement Date, then the ServicerAdministrative Agent shall, by no later than noon (New York City time) on the Performance GuarantorSettlement Date, transfer in immediately available funds to a deposit account of that Lender (as that Lender may designate) an amount such that each such Lender will, upon receipt of that amount, have as of the Settlement Date, its Pro Rata Share of the Advances Outstanding (including Swing Loans), and (B) if the amount of the Advances Outstanding (including Swing Loans) made by a Lender is less than that ▇▇▇▇▇▇’s Pro Rata Share of the Advances Outstanding (including Swing Loans) as of a Settlement Date, then that Lender shall no later than noon (New York City time) on the Settlement Date transfer in immediately available funds to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders an amount such that each such Lender will, upon transfer of that amount, have as of the Settlement Date, its Pro Rata Share of the Advances Outstanding (including Swing Loans). All such amounts made available to the Administrative Agent under clause (B) of the immediately preceding sentence will be applied against the amounts of the applicable Swing Loans and, together with the portion of such Swing Loans representing Swing Lender’s Pro Rata Share thereof, will constitute Advances of such Lenders. If any such amount is not made available to the Administrative Agent by any Lender on the Settlement Date applicable thereto to the extent required by the terms hereof, the Administrative Agent or any other Secured Party shall will be responsible entitled to recover for its account such amount on demand from that Lender together with interest thereon at the calculation rate applicable from time to time to the Advances. (ii) In determining whether a ▇▇▇▇▇▇’s balance of any amounts due to any Tranched Advance Lender’s Class A interest or Class B interestthe Advances Outstanding and Swing Loans is less than, respectivelyequal to, or greater than that ▇▇▇▇▇▇’s Pro Rata Share of the outstanding amount Advances Outstanding and Swing Loans as of any Tranched Advance Lender’s Class A interest or Class B interest and a Settlement Date, the Administrative Agent shall, as part of the relevant Settlement, apply to such amounts shall not appear on any monthly report or other report provided balance the portion of payments actually received in good funds by the Administrative AgentAgent with respect to principal, interest, fees payable by the Servicer or the Borrowers Borrower and (ii) the Servicer shall send one combined payment to the applicable Managing Agent for any Tranched Advance Lender(s) representing amounts due allocable to the Lenders in such Lender Group on the related Settlement Date to the extent provided for inhereunder, and in accordance with, this Agreementproceeds of Collateral. (f) Each of the parties hereto intends that no Advance hereunder shall constitute, or be deemed to constitute, a “security” under U.S. securities Laws or within the meaning of the UCC.

Procedure for Advances. (a) Each Advance hereunder shall be made on the requested date of an Advance upon the Borrowers’ irrevocable written notice in the form of Annex B (the “Borrowing Request”) delivered to the Administrative Agent and each Managing Agent in accordance with Section 12.2 by 2:00 p.m., New York, New York time, at least two three (23) Business Days before the requested date of an Advance, which notice shall specify: (i) the amount requested to be paid to the Borrowers (such amount, which shall not be less than $1,000,000 and shall be in integral multiples of $100,000 in excess thereof) with respect to each Lender Group in connection with such Advance, the portion thereof allocated to each Borrower and the bank account for each Borrower to which the funds are to be remitted; (ii) the date of such Advance; and (iii) a pro forma calculation of the Advance Principal Balance of each Lender after giving effect to the increase in Aggregate Advance Principal Balance resulting from such Advance. (b) On the date of each Advance hereunder, each applicable Conduit Lender or Committed Lender, as the case may be in accordance with Section 2.1(a), shall, upon satisfaction of the applicable conditions set forth in Section 3.2 and Exhibit II, make available to the Borrowers in same day funds, at the account for each Borrower designated in writing by the Borrowers to the Administrative Agent and each Managing Agent in the Borrowing Request, an amount equal to the portion of Advance Principal Balance to be funded by such Lender (as determined in accordance with Sections 2.1(a) and 2.2(b)). (c) Each Committed Lender▇▇▇▇▇▇’s obligations hereunder shall be several, such that the failure of any Committed Lender to make a payment in connection with any Advance hereunder shall not relieve any other Committed Lender of its obligation hereunder to make payment for any Advance. (d) The Borrowers may, with the written consent of the Administrative Agent (which consent may be at the Administrative Agent’s sole discretion), (i) add additional financial institutions as Lenders (including by creating new Lender Groups) or (ii) subject to Section 2.1(d), cause an existing Lender to increase its Commitment in connection with a corresponding increase in the Aggregate Commitment. Each new Lender (or Lender Group) shall become a party hereto, by executing and delivering to the Administrative Agent and the Borrowers, an Assumption Agreement in the form of Annex E hereto (which Assumption 162989721 Agreement shall, in the case of any new Lender or Lenders, be executed by each Person in such new Lender’s Lender Group). (e) The Borrowers and the Administrative Agent acknowledge that the Advances made by any Lender ▇▇▇▇▇▇ identified on Exhibit VI hereto (a “Tranched Advance Lender”) shall, to the extent so specified on Exhibit VI hereto, be deemed to consist of a “Class A” interest in such Advances and a “Class B” interest in such Advances. The Class B interest shall be subordinate to the Class A interest. Except as specifically set forth herein, none of the Borrowers, the Servicer, the Performance Guarantor, the Administrative Agent or any other Secured Party shall have any obligations under this Agreement or any other Transaction Document with respect to the tranching of the Advances made by any Tranched Advance Lender into Class A interests and Class B interests or any other matter related thereto; provided that, in no event shall the obligations of the Borrowers under the Transaction Documents be increased or decreased in any respect as a result thereof. A Tranched Advance Lender’s (i) Class A interest shall initially consist of the “Class A Percentage” (as specified on Exhibit VI) of the Advances made by it hereunder and (ii) Class B interest shall initially consist of the “Class B Percentage” (as specified on Exhibit VI) of the Advances made by it hereunder; provided, that, any Tranched Advance Lender may upon notice to its Managing Agent and the Administrative Agent modify ▇▇▇▇▇▇ the percentages of its Advances constituting Class A interests and Class B interests, respectively, so long as the respective percentages equal 100% of such Lender▇▇▇▇▇▇’s Advances. The Administrative Agent, the Servicer and the Borrowers acknowledge that (i) all payments of the portion of Aggregate Advance Principal Balance owing to any Tranched Advance Lender on each Settlement Date in respect of the Advances made by such Tranched Advance Lender hereunder shall be deemed to be allocated (x) first to such Tranched Advance Lender’s Class A interest, until the principal amount of the Class A interest is reduced to zero and (y) second to such Tranched Advance Lender’s Class B interest, until the Class B interest is reduced to zero, and (ii) all payments constituting interest made to such Tranched Advance Lender on each Settlement Date in respect of the Advances made by it hereunder shall be deemed to be allocated to such Tranched Advance Lender’s Class A interest and such Tranched Advance Lender’s Class B interest, pro rata, based on the outstanding principal amount of such Tranched Advance Lender’s Class A interest and Class B interest on such Settlement Date. It is understood and agreed that, notwithstanding anything in this Agreement to the contrary, (i) none of the Borrowers, the Servicer, the Performance Guarantor, the Administrative Agent or any other Secured Party shall be responsible for the calculation of any amounts due to any Tranched Advance Lender’s Class A interest or Class B interest, respectively, or the outstanding amount of any Tranched Advance Lender’s Class A interest or Class B interest and such amounts shall not appear on any monthly report or other report provided by the Administrative Agent, the Servicer or the Borrowers and (ii) the Servicer shall send one combined payment to the applicable Managing Agent for any Tranched Advance Lender(s) representing amounts due to the Lenders in such Lender Group on the related Settlement Date to the extent provided for in, and in accordance with, this Agreement. (f) Each of the parties hereto intends that no Advance hereunder shall constitute, or be deemed to constitute, a “security” under U.S. securities Laws or within the meaning of the UCC.

Procedure for Advances. (a) On any Business Day during the Revolving Period, the Borrower may request that the Lenders make Advances, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Section 3.02 hereof. (b) Each Advance hereunder shall be made on the requested date upon delivery (which may be by electronic mail) of an Advance upon irrevocable Notice of Borrowing from the Borrowers’ irrevocable written notice in the form of Annex B (the “Borrowing Request”) delivered Borrower to the Administrative Agent and (who shall deliver a copy to each Managing Agent in accordance with Section 12.2 by 2:00 p.m.Lender), New Yorkno later than 10:00 a.m., New York time, at least two one Business Day (2or such shorter time as agreed to by the Administrative Agent in consultation with the Lenders) Business Days before immediately prior to the requested proposed date of an Advancesuch Advance (which shall be a Business Day), which notice in the form of a Notice of Borrowing. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify: : (i) the aggregate amount requested to be paid to the Borrowers (of such amountAdvance, which amount shall not cause the Advances Outstanding to exceed the Maximum Availability; provided that the amount of such Advance must be less than at least equal to $1,000,000 and shall be in 500,000 or an integral multiples multiple of $100,000 in excess thereof) with respect to each Lender Group in connection with such Advance, the portion thereof allocated to each Borrower and the bank account for each Borrower to which the funds are to be remitted; ; (ii) the proposed date of such Advance; and and (iii) a pro forma calculation of the representation that all conditions precedent for an Advance Principal Balance of each Lender after giving effect to the increase described in Aggregate Advance Principal Balance resulting from such Advance. (b) On Article III hereof have been satisfied. No later than 1:00 p.m. on the date of each Advance hereunder, each applicable Conduit Lender or Committed Lender, as the case may be in accordance with Section 2.1(a), shallAdvance, upon satisfaction of the applicable conditions set forth in Section 3.2 and Exhibit II3.02, each Lender shall, in accordance with instructions received from the Borrower or the Administrative Agent, make available to the Borrowers Borrower, in same day funds, at the account for each Borrower designated in writing by the Borrowers to the Administrative Agent and each Managing Agent in the Borrowing Request, an amount equal to such Lender’s Commitment Percentage of such Advance, by payment into the portion of Advance Principal Balance to be funded by such Lender (as determined account which the Borrower has designated in accordance with Sections 2.1(a) and 2.2(b))writing. (c) Each Committed Lender’s obligations hereunder The Advances shall bear interest during the Interest Period at a rate per annum equal to the product of (i) the Interest Rate for such Interest Period multiplied by (ii) the weighted average daily Advances Outstanding for such Interest Period. Interest shall be several, such that computed on the failure basis of any Committed Lender to make the actual number of days (including the first day but excluding the last day) occurring during the Interest Period over a payment in connection with any Advance hereunder shall not relieve any other Committed Lender year comprised of its obligation hereunder to make payment for any Advance360 days. (d) The Borrowers maySubject to Section 2.17 and the other terms, with conditions, provisions and limitations set forth herein, the written consent Borrower may borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Closing Date and prior to the end of the Administrative Agent (which consent may be at the Administrative Agent’s sole discretion), (i) add additional financial institutions as Lenders (including by creating new Lender Groups) or (ii) subject to Section 2.1(d), cause an existing Lender to increase its Commitment in connection with a corresponding increase in the Aggregate Commitment. Each new Lender (or Lender Group) shall become a party hereto, by executing and delivering to the Administrative Agent and the Borrowers, an Assumption Agreement in the form of Annex E hereto (which Assumption 162989721 Agreement shall, in the case of any new Lender or Lenders, be executed by each Person in such new Lender’s Lender Group)Revolving Period. (e) The Borrowers obligation of each Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Lender and the Administrative Agent acknowledge that the Advances made by failure of any Lender identified on Exhibit VI hereto (a “Tranched Advance Lender”) shall, to so make such amount available to the extent so specified on Exhibit VI hereto, be deemed to consist of a “Class A” interest in such Advances and a “Class B” interest in such Advances. The Class B interest Borrower shall be subordinate to the Class A interest. Except as specifically set forth herein, none of the Borrowers, the Servicer, the Performance Guarantor, the Administrative Agent or not relieve any other Secured Party shall have any obligations under this Agreement or any other Transaction Document with respect to the tranching of the Advances made by any Tranched Advance Lender into Class A interests and Class B interests or any other matter related thereto; provided that, in no event shall the obligations of the Borrowers under the Transaction Documents be increased or decreased in any respect as a result thereof. A Tranched Advance Lender’s (i) Class A interest shall initially consist of the “Class A Percentage” (as specified on Exhibit VI) of the Advances made by it hereunder and (ii) Class B interest shall initially consist of the “Class B Percentage” (as specified on Exhibit VI) of the Advances made by it hereunder; provided, that, any Tranched Advance Lender may upon notice to its Managing Agent and the Administrative Agent modify the percentages of its Advances constituting Class A interests and Class B interests, respectively, so long as the respective percentages equal 100% of such Lender’s Advances. The Administrative Agent, the Servicer and the Borrowers acknowledge that (i) all payments of the portion of Aggregate Advance Principal Balance owing to any Tranched Advance Lender on each Settlement Date in respect of the Advances made by such Tranched Advance Lender hereunder shall be deemed to be allocated (x) first to such Tranched Advance Lender’s Class A interest, until the principal amount of the Class A interest is reduced to zero and (y) second to such Tranched Advance Lender’s Class B interest, until the Class B interest is reduced to zero, and (ii) all payments constituting interest made to such Tranched Advance Lender on each Settlement Date in respect of the Advances made by it hereunder shall be deemed to be allocated to such Tranched Advance Lender’s Class A interest and such Tranched Advance Lender’s Class B interest, pro rata, based on the outstanding principal amount of such Tranched Advance Lender’s Class A interest and Class B interest on such Settlement Date. It is understood and agreed that, notwithstanding anything in this Agreement to the contrary, (i) none of the Borrowers, the Servicer, the Performance Guarantor, the Administrative Agent or any other Secured Party shall be responsible for the calculation of any amounts due to any Tranched Advance Lender’s Class A interest or Class B interest, respectively, or the outstanding amount of any Tranched Advance Lender’s Class A interest or Class B interest and such amounts shall not appear on any monthly report or other report provided by the Administrative Agent, the Servicer or the Borrowers and (ii) the Servicer shall send one combined payment to the applicable Managing Agent for any Tranched Advance Lender(s) representing amounts due to the Lenders in such Lender Group on the related Settlement Date to the extent provided for in, and in accordance with, this Agreementobligation hereunder. (f) Each of the parties hereto intends that no Advance hereunder shall constitute, or be deemed to constitute, a “security” under U.S. securities Laws or within the meaning of the UCC.

Procedure for Advances. (a) On any Business Day during the Revolving Period, the Borrower may request that the Lenders make Advances, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Section 3.02 hereof. (b) Each Advance hereunder shall be made on the requested date upon delivery (which may be by electronic mail) of an Advance upon irrevocable Notice of Borrowing from the Borrowers’ irrevocable written notice in the form of Annex B (the “Borrowing Request”) delivered Borrower to the Administrative Agent and (who shall deliver a copy to each Managing Agent in accordance with Section 12.2 by 2:00 p.m.Lender), New Yorkno later than 10:00 a.m., New York time, at least two one Business Day immediately prior to (2or such shorter time as agreed to by the Administrative Agent in consultation with the Lenders, including, in the case of a request for a Swing Loan, not later than 10:00 a.m. (New York City time) Business Days before on) the requested proposed date of an Advancesuch Advance (which shall be a Business Day), which notice in the form of a Notice of Borrowing. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify: : (i) the aggregate amount requested to be paid to the Borrowers (of such amountAdvance, which amount shall not cause the Advances Outstanding to exceed the Maximum Availability; provided that the amount of such Ad ▇▇▇▇▇ must be less than at least equal to $1,000,000 and shall be in 500,000 or an integral multiples multiple of $100,000 in excess thereof) with respect to each Lender Group in connection with such Advance, the portion thereof allocated to each Borrower and the bank account for each Borrower to which the funds are to be remitted; ; (ii) the proposed date of such Advance; and and (iii) a pro forma calculation of the representation that all conditions precedent for an Advance Principal Balance of each described in Article III hereof have been satisfied. If Swing Lender after giving effect has not elected to the increase in Aggregate Advance Principal Balance resulting from such Advance. (b) On make a Swing Loan pursuant to Section 2.02(f), no later than 1:00 p.m. on the date of each Advance hereunder, each applicable Conduit Lender or Committed Lender, as the case may be in accordance with Section 2.1(a), shallAdvance, upon satisfaction of the applicable conditions set forth in Section 3.2 and Exhibit II3.02, each Lender shall, in accordance with instructions received from the Borrower or the Administrative Agent, make available to the Borrowers Borrower, in same day funds, at the account for each Borrower designated in writing by the Borrowers to the Administrative Agent and each Managing Agent in the Borrowing Request, an amount equal to such ▇▇▇▇▇▇’s Commitment Percentage of such Advance, by payment into the portion of Advance Principal Balance to be funded by such Lender (as determined account which the Borrower has designated in accordance with Sections 2.1(a) and 2.2(b))writing. (c) Each Committed Lender’s obligations hereunder shall be several, such that the failure of any Committed Lender to make a payment in connection with any Advance hereunder shall not relieve any other Committed Lender of its obligation hereunder to make payment for any Advance.[Reserved] (d) The Borrowers maySubject to Section 2.17 and the other terms, with conditions, provisions and limitations set forth herein, the written consent Borrower may borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Closing Date and prior to the end of the Administrative Agent (which consent may be at the Administrative Agent’s sole discretion), (i) add additional financial institutions as Lenders (including by creating new Lender Groups) or (ii) subject to Section 2.1(d), cause an existing Lender to increase its Commitment in connection with a corresponding increase in the Aggregate Commitment. Each new Lender (or Lender Group) shall become a party hereto, by executing and delivering to the Administrative Agent and the Borrowers, an Assumption Agreement in the form of Annex E hereto (which Assumption 162989721 Agreement shall, in the case of any new Lender or Lenders, be executed by each Person in such new Lender’s Lender Group)Revolving Period. (e) The Borrowers obligation of each Lender to remit its Pro Rata Share of any Advance shall be several from that of each other Lender and the Administrative Agent acknowledge that the Advances made by failure of any Lender identified on Exhibit VI hereto (a “Tranched Advance Lender”) shall, to so make such amount available to the extent so specified on Exhibit VI hereto, be deemed to consist Borrower shall not relieve any other Lender of its obligation hereunder. (f) In the case of a “Class A” interest in such Advances request for a Advance and a “Class B” interest in such Advances. The Class B interest shall be subordinate to the Class A interest. Except as specifically set forth herein, none of the Borrowers, the Servicer, the Performance Guarantor, the Administrative Agent or any other Secured Party shall have any obligations under this Agreement or any other Transaction Document with respect to the tranching of the Advances made by any Tranched Advance Lender into Class A interests and Class B interests or any other matter related thereto; provided that, in no event shall the obligations of the Borrowers under the Transaction Documents be increased or decreased in any respect as a result thereof. A Tranched Advance Lender’s (i) Class A interest shall initially consist of the “Class A Percentage” (as specified on Exhibit VI) of the Advances made by it hereunder and (ii) Class B interest shall initially consist of the “Class B Percentage” (as specified on Exhibit VI) of the Advances made by it hereunder; provided, that, any Tranched Advance Lender may upon notice to its Managing Agent and the Administrative Agent modify the percentages of its Advances constituting Class A interests and Class B interests, respectively, so long as the respective percentages equal 100% aggregate amount of Swing Loans made since the last Settlement Date, minus all payments or other amounts applied to Swing Loans since the last Settlement Date, plus the amount of the requested Swing Loan, does not exceed $15,000,000, Swing Lender may, in its sole discretion, make an Advance (any such Lender’s Advance made by Swing Lender pursuant to this Section 2.02(f) being referred to as a “Swing Loan” and all such Advances being referred to as “Swing Loans”) available to the Borrower on the Advance Date applicable thereto by transferring, in same day funds, amount of that requested borrowing, by payment into the account which the Borrower has designated in writing. Each Swing Loan will be deemed to be an Advance hereunder and shall be subject to all the terms and conditions (including Section 3.02) applicable to other Advances, except that all payments (including interest) on any Swing Loan will be payable to Swing Lender solely for its own account. The Administrative AgentSwing Lender will not make, the Servicer and the Borrowers acknowledge will not be obligated to make, any Swing Loan if Swing Lender has actual knowledge that (i) all payments one or more of the portion applicable conditions precedent set forth in Section 3.02 will not be satisfied on the requested Advance Date for the applicable borrowing, or (ii) the requested borrowing would cause the aggregate Advances Outstanding to exceed the Maximum Availability. Notwithstanding anything contained in this Section 2.02(f) or elsewhere in this Agreement to the contrary (i) Swing Lender shall not be obligated to make any Swing Loan in an amount that would, after giving effect to such Swing Loan, exceed the Swing Lender’s Commitment plus (solely to the extent used for the making of Aggregate Advance Principal Balance owing to Swing Loans) the Swing Loan Excess Amount, less the aggregate outstanding amount of any Tranched Advance Lender on each Settlement Date in respect of the Advances made (including Swing Loans) funded by such Tranched Advance Lender hereunder shall be deemed to be allocated (x) first to such Tranched Advance Lender’s Class A interest, until the principal amount of the Class A interest is reduced to zero and (y) second to such Tranched Advance Lender’s Class B interest, until the Class B interest is reduced to zero, and (ii) all payments constituting interest made Swing Lender shall not be required to make any Swing Loan if after giving effect to such Tranched Swing Loan, the aggregate amount of Advances Outstanding would exceed the Maximum Availability. Upon its receipt of the documents required to be delivered to it pursuant to Section 3.02, Swing Lender shall be entitled to rely on the information contained therein, and shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3.02 have been satisfied on the Advance Lender on Date applicable thereto prior to making any Swing Loan. The Swing Loans will be secured by the Collateral, constitute Advances and Obligations, and bear interest at the rate applicable from time to time to the Advances. (g) It is agreed that each Settlement Date in respect ▇▇▇▇▇▇'s funded portion of the Advances made Outstanding is intended by it hereunder the Lenders to equal, at all times, that ▇▇▇▇▇▇'s Pro Rata Share of the Advances Outstanding. Such agreement notwithstanding, the Administrative Agent, Swing Lender, and the other Lenders agree (which agreement is not for the benefit of the Borrower) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among the Lenders as to the Advances, including the Swing Loans, will take place on a periodic basis in accordance with the following provisions: (i) The Administrative Agent shall be deemed request settlement (“Settlement”) with the Lenders on a weekly basis, or on a more frequent basis if so determined by the Administrative Agent in its sole discretion (1) on behalf of Swing Lender, with respect to be allocated the outstanding Swing Loans, and (2) with respect to Borrower’s payments or other amounts received, as to each by notifying the Lenders of such Tranched Advance Lender’s Class A interest and such Tranched Advance Lender’s Class B interestrequested Settlement, pro rata, based no later than 2:00 p.m. (New York City time) on the outstanding principal Business Day immediately prior to the date of such requested Settlement (the date of such requested Settlement being the “Settlement Date”). Such notice of a Settlement Date will include a summary statement of the amount of such Tranched Advance Lender’s Class A interest outstanding Advances and Class B interest on such Swing Loans for the period since the prior Settlement Date. It is understood and agreed that, notwithstanding anything in this Agreement Subject to the contrary, terms and conditions contained herein (iincluding Section 2.21): (A) none if the amount of the BorrowersAdvances (including Swing Loans) made by a Lender that is not a Defaulting Lender exceeds that ▇▇▇▇▇▇'s Pro Rata Share of the Advances Outstanding (including Swing Loans) as of a Settlement Date, then the ServicerAdministrative Agent shall, by no later than noon (New York City time) on the Performance GuarantorSettlement Date, transfer in immediately available funds to a deposit account of that Lender (as that Lender may designate) an amount such that each such Lender will, upon receipt of that amount, have as of the Settlement Date, its Pro Rata Share of the Advances Outstanding (including Swing Loans), and (B) if the amount of the Advances Outstanding (including Swing Loans) made by a Lender is less than that ▇▇▇▇▇▇'s Pro Rata Share of the Advances Outstanding (including Swing Loans) as of a Settlement Date, then that Lender shall no later than noon (New York City time) on the Settlement Date transfer in immediately available funds to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders an amount such that each such Lender will, upon transfer of that amount, have as of the Settlement Date, its Pro Rata Share of the Advances Outstanding (including Swing Loans). All such amounts made available to the Administrative Agent under clause (B) of the immediately preceding sentence will be applied against the amounts of the applicable Swing Loans and, together with the portion of such Swing Loans representing Swing Lender's Pro Rata Share thereof, will constitute Advances of such Lenders. If any such amount is not made available to the Administrative Agent by any Lender on the Settlement Date applicable thereto to the extent required by the terms hereof, the Administrative Agent will be entitled to recover for its account such amount on demand from that Lender together with interest thereon at the rate applicable from time to time to the Advances. (ii) In determining whether a ▇▇▇▇▇▇'s balance of the Advances Outstanding and Swing Loans is less than, equal to, or any other Secured Party shall be responsible for greater than that ▇▇▇▇▇▇'s Pro Rata Share of the calculation Advances Outstanding and Swing Loans as of any amounts due a Settlement Date, the Administrative Agent shall, as part of the relevant Settlement, apply to any Tranched Advance Lender’s Class A interest or Class B such balance the portion of payments actually received in good funds by the Administrative Agent with respect to principal, interest, respectivelyfees payable by the Borrower and allocable to the Lenders hereunder, or the outstanding amount and proceeds of any Tranched Advance Lender’s Class A interest or Class B interest and such amounts shall not appear on any monthly report or other report provided by Collateral. (iii) Between Settlement Dates, the Administrative Agent, the Servicer or the Borrowers and (ii) the Servicer shall send one combined payment to the applicable Managing extent Swing Loans are outstanding, may pay over to the Administrative Agent or Swing Lender, as applicable, any payments or other amounts received by the Administrative Agent that in accordance with the terms of this Agreement would be applied to the reduction of the Advances Outstanding for application to the Swing Loans. Between Settlement Dates, the Administrative Agent, to the extent no Swing Loans are outstanding, may pay over to Swing Lender any payments or other amounts received by the Administrative Agent that in accordance with the terms of this Agreement would be applied to the reduction of the Advances Outstanding, for application to Swing ▇▇▇▇▇▇'s Pro Rata Share of the Advances Outstanding. If, as of any Settlement Date, payments or other amounts of the Borrower received since the then immediately preceding Settlement Date have been applied to Swing Lender's Pro Rata Share of the Advances Outstanding other than to Swing Loans, as provided for in the previous sentence, Swing Lender shall pay to the Administrative Agent for any Tranched Advance Lender(s) representing amounts due the accounts of the Lenders, and the Administrative Agent shall pay to the Lenders in (other than a Defaulting Lender if the Administrative Agent has implemented the provisions of Section 2.21), to be applied to the Advances Outstanding of such Lenders, an amount such that each such Lender Group will, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Advances Outstanding. During the period between Settlement Dates, Swing Lender with respect to Swing Loans, and each Lender with respect to the Advances Outstanding other than Swing Loans, will be entitled to interest at the applicable rate or rates payable under this Agreement on the related Settlement Date to daily amount of funds employed by Swing Lender, the extent provided for inAdministrative Agent, and in accordance withor the Lenders, this Agreementas applicable. (fiv) Each of Anything in this Section 2.02(g) to the parties hereto intends contrary notwithstanding, in the event that no Advance hereunder shall constitutea Lender is a Defaulting Lender, or the Administrative Agent will be deemed entitled to constituterefrain from remitting settlement amounts to the Defaulting Lender and, a “security” under U.S. securities Laws or within instead, will be entitled to elect to implement the meaning of the UCCprovisions set forth in Section 2.21.

Procedure for Advances. (a) Each Advance hereunder shall be made Until the occurrence of the Facility Maturity Date, the Note Purchaser will make Advances on any Business Day at the requested date request of an Advance upon the Borrowers’ irrevocable written notice in the form of Annex B (the “Borrowing Request”) delivered Borrower, subject to the Administrative Agent and each Managing Agent in accordance with Section 12.2 by 2:00 p.m., New York, New York time, at least two (2) Business Days before the requested date terms and conditions of an Advance, which notice shall specify: (i) the amount requested to be paid Sections 2.01 and 2.02 and subject to the Borrowers (such amount, which shall not be less than $1,000,000 and shall be in integral multiples provisions of $100,000 in excess thereof) with respect to each Lender Group in connection with such Advance, the portion thereof allocated to each Borrower and the bank account for each Borrower to which the funds are to be remitted; (ii) the date of such Advance; and (iii) a pro forma calculation of the Advance Principal Balance of each Lender after giving effect to the increase in Aggregate Advance Principal Balance resulting from such AdvanceArticle III hereof. (b) Each Advance shall be made on at least one Business Day’s irrevocable written notice from the Borrower to the Agent, with a copy to the Trustee and the Collateral Custodian, in the form of a Notice of Borrowing; provided that such Notice of Borrowing shall be deemed to have been received by the Agent on a Business Day if delivered no later than 5:00 p.m. (New York City time) on such Business Day and if not delivered by such time, shall be deemed to have been received on the following Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has access. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify: (i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f), the amount of such Advance must be at least equal to $500,000; (ii) the proposed date of such Advance; (iii) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; and (iv) the amount of cash that will be funded into the Unfunded Exposure Account in connection with the Advance, if applicable. On the date of each Advance hereunderAdvance, each applicable Conduit Lender or Committed Lender, as the case may be in accordance with Section 2.1(a), Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Section 3.2 and Exhibit IIArticle III, make available to the Borrowers Borrower on the applicable Advance Date in same day funds, at the amount of such Advance, by payment into the account for each which the Borrower has designated in writing by writing; provided that, with respect to an Advance funded pursuant to Section 2.02(f), the Borrowers to Note Purchaser shall remit the Administrative Agent and each Managing Agent in the Borrowing Request, an amount Advance equal to the portion of Advance Principal Balance Exposure Amount Shortfall in same day funds to be funded by such Lender (as determined in accordance with Sections 2.1(a) and 2.2(b))the Unfunded Exposure Account. (c) Each Committed Lender’s obligations hereunder The Advances shall be several, such that bear interest at the failure of any Committed Lender to make a payment in connection with any Advance hereunder shall not relieve any other Committed Lender of its obligation hereunder to make payment for any AdvanceYield Rate. (d) The Borrowers may, with the written consent of the Administrative Agent (which consent may be at the Administrative Agent’s sole discretion), (i) add additional financial institutions as Lenders (including by creating new Lender Groups) or (ii) subject Subject to Section 2.1(d)2.18 and the other terms, cause an existing Lender to increase its Commitment in connection with a corresponding increase in conditions, provisions and limitations set forth herein, the Aggregate Commitment. Each new Lender (Borrower may borrow, repay or Lender Group) shall become a party heretoprepay and reborrow Advances without any penalty, by executing on and delivering after the Restatement Date and prior to the Administrative Agent and the Borrowers, an Assumption Agreement in the form of Annex E hereto (which Assumption 162989721 Agreement shall, in the case of any new Lender or Lenders, be executed by each Person in such new Lender’s Lender Group)Facility Maturity Date. (e) The Borrowers and Determinations by the Administrative Agent acknowledge that Note Purchaser of the Advances made by existence of any Lender identified on Exhibit VI hereto Eurodollar Disruption Event (a “Tranched Advance Lender”) shall, any such determination to be communicated to the extent so specified Borrower by written notice from the Agent promptly after the Agent learns of such event), or of the effect of any Eurodollar Disruption Event on Exhibit VI heretoits making or maintaining Advances at LIBOR, be deemed to consist of a “Class A” interest in such Advances and a “Class B” interest in such Advances. The Class B interest shall be subordinate to the Class A interest. Except as specifically set forth herein, none of the Borrowers, the Servicer, the Performance Guarantor, the Administrative Agent or any other Secured Party shall have any obligations under this Agreement or any other Transaction Document with respect to the tranching of the Advances made by any Tranched Advance Lender into Class A interests and Class B interests or any other matter related thereto; provided that, in no event shall the obligations of the Borrowers under the Transaction Documents be increased or decreased in any respect as a result thereof. A Tranched Advance Lender’s (i) Class A interest shall initially consist of the “Class A Percentage” (as specified on Exhibit VI) of the Advances made by it hereunder and (ii) Class B interest shall initially consist of the “Class B Percentage” (as specified on Exhibit VI) of the Advances made by it hereunder; provided, that, any Tranched Advance Lender may upon notice to its Managing Agent and the Administrative Agent modify the percentages of its Advances constituting Class A interests and Class B interests, respectively, so long as the respective percentages equal 100% of such Lender’s Advances. The Administrative Agent, the Servicer and the Borrowers acknowledge that (i) all payments of the portion of Aggregate Advance Principal Balance owing to any Tranched Advance Lender on each Settlement Date in respect of the Advances made by such Tranched Advance Lender hereunder shall be deemed to be allocated (x) first to such Tranched Advance Lender’s Class A interest, until the principal amount of the Class A interest is reduced to zero and (y) second to such Tranched Advance Lender’s Class B interest, until the Class B interest is reduced to zero, and (ii) all payments constituting interest made to such Tranched Advance Lender on each Settlement Date in respect of the Advances made by it hereunder shall be deemed to be allocated to such Tranched Advance Lender’s Class A interest and such Tranched Advance Lender’s Class B interest, pro rata, based on the outstanding principal amount of such Tranched Advance Lender’s Class A interest and Class B interest on such Settlement Date. It is understood and agreed that, notwithstanding anything in this Agreement to the contrary, (i) none of the Borrowers, the Servicer, the Performance Guarantor, the Administrative Agent or any other Secured Party shall be responsible for the calculation of any amounts due to any Tranched Advance Lender’s Class A interest or Class B interest, respectively, or the outstanding amount of any Tranched Advance Lender’s Class A interest or Class B interest and such amounts shall not appear on any monthly report or other report provided by the Administrative Agent, the Servicer or the Borrowers and (ii) the Servicer shall send one combined payment to the applicable Managing Agent for any Tranched Advance Lender(s) representing amounts due to the Lenders in such Lender Group on the related Settlement Date to the extent provided for in, and in accordance with, this Agreementconclusive absent manifest error. (f) Each Notwithstanding anything to the contrary herein (including, without limitation, the occurrence of an Event of Default or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, upon the occurrence of an Event of Default, the amount on deposit in the Unfunded Exposure Account is less than the aggregate Exposure Amount, the Borrower shall request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of a Notice of Borrowing (which shall specify the account details of the parties hereto intends that no Advance hereunder Unfunded Exposure Account where the funds will be made available), the Note Purchaser shall constitutefund such Exposure Amount Shortfall in accordance with Section 2.02(b), or be deemed notwithstanding anything to constitutethe contrary herein (including, a “security” under U.S. securities Laws or within without limitation, the meaning Borrower’s failure to satisfy any of the UCCconditions precedent set forth in Section 3.02).