Common use of Borrowing Base Deficiency Payments Clause in Contracts

Borrowing Base Deficiency Payments. (a) In addition to any other obligation of the Borrower to cure any Borrowing Base Deficiency pursuant to the terms of this Agreement, if, on any day prior to the Collection Date, any Borrowing Base Deficiency exists, then the Borrower may eliminate such Borrowing Base Deficiency in its entirety by effecting one or more (or any combination thereof) of the following actions in order to eliminate such Borrowing Base Deficiency as of such date of determination: (i) deposit cash in United States dollars into the Principal Collection Subaccount, (ii) repay Advances (together with any Breakage Fees and all accrued and unpaid costs and expenses of the Administrative Agent, the Lender Agents and the Lenders, in each case in respect of the amount so prepaid), (iii) sell Eligible Loan Assets in accordance with Section 2.07, or (iv) during the Revolving Period, Pledge additional Eligible Loan Assets. (b) No later than 2:00 p.m. on the Business Day prior to the proposed repayment of Advances or Pledge of additional Eligible Loan Assets pursuant to Section 2.06(a), the Borrower (or the Servicer on its behalf) shall deliver (i) to the Administrative Agent and Lender Agents (with a copy to the Collateral Agent, the Collateral Administrator and the Collateral Custodian), notice of such repayment or Pledge and a duly completed Borrowing Base Certificate, updated to the date such repayment or Pledge is being made and giving pro forma effect to such repayment or Pledge, and (ii) to the Administrative Agent, if applicable, a description of any Eligible Loan Asset and each Obligor of such Eligible Loan Asset to be Pledged and added to the updated Loan Asset Schedule. Any notice pertaining to any repayment or any Pledge pursuant to this Section 2.06 shall be irrevocable. (c) Until such time as any Borrowing Base Deficiency has been cured in full and no other Event of Default or Unmatured Event of Default has occurred and is continuing, the Borrower shall not request the right to transfer (by sale, dividend, distribution or otherwise), and the Administrative Agent and Collateral Agent shall not grant the release of Lien or the transfer of any Eligible Loan Asset from the Collateral Portfolio.

Borrowing Base Deficiency Payments. (a) In addition to Notwithstanding any other obligation of the Borrower to cure any Borrowing Base Deficiency pursuant to the terms of this Agreement, if, on any day prior to the Collection Date, any Borrowing Base Deficiency exists, then the Borrower may shall, within 3 Business Days from the date of the occurrence of such Borrowing Base Deficiency (or such longer period as provided below in connection with a Cure Plan), eliminate such Borrowing Base Deficiency in its entirety by effecting (or, in the case of clause (iv), initiating) one or more (or any combination thereof) of the following actions in order to eliminate such Borrowing Base Deficiency as of such date of determination: (i) deposit cash in United States dollars Dollars into the Principal Collection SubaccountAccount (including, without limitation, cash contributed by the Equityholder), (ii) repay Advances (together with any Breakage Fees Fees, and all accrued and unpaid costs and expenses of the Administrative Agent, the Lender Agents and the Lenders, in each case in respect of the amount so prepaid), (iii) sell Eligible Loan Assets subject to the approval of the Administrative Agent, in accordance with Section 2.07, or (iv) during the Revolving Periodits sole discretion, Pledge additional Eligible Loan AssetsLoans and/or (iv) submit a Cure Plan that satisfies the requirements of Section 2.06(c) and is approved in writing (which approval must be given within 3 Business Days from the date of the occurrence of such Borrowing Base Deficiency and may be by electronic communication) by the Administrative Agent in its sole discretion. If the Borrower initiates a Cure Plan in accordance with clause (iv) above, then the Borrower must eliminate such Borrowing Base Deficiency in accordance with such Cure Plan within 10 Business Days from the date of the occurrence of such Borrowing Base Deficiency. (b) No later than 2:00 p.m. on the Business Day prior to the any proposed repayment of Advances or Pledge of additional Eligible Loan Assets Loans pursuant to Section 2.06(a), the Borrower (or the Servicer Collateral Manager on its behalf) shall deliver (i) to the Administrative Agent and Lender Agents (with a copy to the Collateral Agent, the Collateral Administrator Agent and the Collateral Custodian), notice of such repayment or Pledge and a duly completed Borrowing Base Certificate, updated to the date such repayment or Pledge is being made and giving pro forma effect to such repayment or Pledge, and (ii) to the Administrative Agent, if applicable, a description of any Eligible Loan Asset and each Obligor of such Eligible Loan Asset to be Pledged and added to the updated Loan Asset ScheduleTape. Any notice pertaining to any repayment or any Pledge pursuant to this Section 2.06 shall be irrevocable. (c) Until Each Cure Plan submitted pursuant to Section 2.06(a)(iv) shall include, as applicable, (i) a request for an Approval Notice for each Loan to be purchased, Pledged or sold pursuant to such time as any Cure Plan, (ii) trade tickets identifying each Loan to be purchased, Pledged or sold and the related settlement dates (which settlement dates must be no later than 10 Business Days after the related Borrowing Base Deficiency has been cured in full occurred), (iii) the amount to be deposited into the Principal Collection Account, (iv) the amount of Advances to be repaid and no other Event of Default or Unmatured Event of Default has occurred and is continuing, (v) a written certification the Borrower shall not request the right to transfer (by sale, dividend, distribution or otherwise), and the Administrative Agent and Collateral Agent shall not grant the release of Lien or the transfer of any Eligible Loan Asset from has caused the Collateral PortfolioManager to provide with respect to such Cure Plan that the Collateral Manager believes that such Cure Plan will produce sufficient proceeds to cure the related Borrowing Base Deficiency and that such proceeds will be applied within 10 Business Days of the date the related Borrowing Base Deficiency occurred to cure such Borrowing Base Deficiency.

Borrowing Base Deficiency Payments. (a) In addition to any other obligation of the Borrower to cure any Borrowing Base Deficiency pursuant to the terms of this Agreement, if, on any day prior to the Collection Date, any Borrowing Base Deficiency exists, then the Borrower may shall, within 12 Business Days from the earlier of (x) the date of the Borrower acquiring knowledge of such Borrowing Base Deficiency and (y) the date of the Borrower receives written notice of such Borrowing Base Deficiency from the Administrative Agent, eliminate such Borrowing Base Deficiency in its entirety by effecting one or more (or any combination thereof) of the following actions in order to eliminate such Borrowing Base Deficiency as of such date of determination: (i) deposit cash in United States dollars Dollars into the Principal Collection SubaccountAccount and/or the Unfunded Exposure Account in the amount necessary to eliminate such Borrowing Base Deficiency, (ii) repay Advances Outstanding (together with any Breakage Fees and all accrued and unpaid costs and expenses of the Administrative Agent, the Lender Agents Agent and the Lenders, in each case in respect of the amount so prepaid)) in the amount necessary to eliminate such Borrowing Base Deficiency, and/or (iii) sell Eligible Loan Assets subject to the approval of the Administrative Agent, in accordance with Section 2.07, or (iv) during the Revolving Periodits sole discretion, Pledge additional Eligible Loan AssetsAssets in the amount necessary to eliminate such Borrowing Base Deficiency. If the Administrative Agent does not reply to a request by the Borrower within any time period provided for such a reply pursuant to this Section 2.06(a) and does not inform the Borrower that the Administrative Agent is extending the period for such a reply, such failure to reply shall constitute a denial of such request. (b) No later than 2:00 p.m. on the Business Day prior to the proposed repayment of Advances Outstanding or Pledge of additional Eligible Loan Assets pursuant to Section 2.06(a), (unless waived by the Administrative Agent), the Borrower (or the Servicer on its behalf) shall deliver (i) to the Administrative Agent and Lender Agents (with a copy to the Collateral Agent, the Collateral Administrator Agent and the Collateral Custodian), notice of such repayment or Pledge and a duly completed Borrowing Base Certificate, updated to the date such repayment or Pledge is being made and giving pro forma effect to such repayment or Pledge, and (ii) to the Administrative Agent, if applicable, a description of any Eligible Loan Asset and each Obligor of such Eligible Loan Asset to be Pledged and added to the updated Loan Asset Schedule. Any notice pertaining to any repayment or any Pledge pursuant to this Section 2.06 shall be irrevocable. (c) Until such time as any Borrowing Base Deficiency has been cured in full and no other Event of Default or Unmatured Event of Default has occurred and is continuing, the Borrower shall not request the right to transfer (by sale, dividend, distribution or otherwise), and the Administrative Agent and Collateral Agent shall not grant the release of Lien or the transfer of any Eligible Loan Asset from the Collateral Portfolio.

Borrowing Base Deficiency Payments. (a) In addition to any other obligation of the Borrower to cure any Borrowing Base Deficiency pursuant to the terms of this Agreement, if, on any day prior to the Collection Date, any Borrowing Base Deficiency exists, then the Borrower may shall, within five Business Days from the date of such Borrowing Base Deficiency, eliminate such Borrowing Base Deficiency in its entirety by effecting one or more (or any combination thereof) of the following actions in order to eliminate such Borrowing Base Deficiency as of such date of determination: (i) deposit cash in United States dollars into the Principal Collection SubaccountAccount, (ii) repay Advances (together with any Breakage Fees Fees, any Hedge Breakage Costs and all accrued and unpaid costs and expenses of the Administrative Agent, the Lender Agents Agent and the Lenders, in each case in respect of the amount so prepaid), and/or (iii) sell Eligible Loan Assets subject to the approval of the Agent, in accordance with Section 2.07, or its sole discretion (iv) during and the Revolving PeriodAgent shall use reasonable efforts to give such approval in a timely fashion), Pledge additional Eligible Loan Assets. (b) No later than 2:00 p.m. on the Business Day prior to the proposed repayment of Advances or Pledge of additional Eligible Loan Assets pursuant to Section 2.06(a), the Borrower (or the Servicer on its behalf) shall deliver (i) to the Administrative Agent and Lender Agents (with a copy to the Collateral Agent, the Collateral Administrator Trustee and the Collateral Custodian), notice of such repayment or Pledge and a duly completed Borrowing Base Certificate, updated to the date such repayment or Pledge is being made and giving pro forma effect to such repayment or Pledge, and (ii) to the Administrative Agent, if applicable, a description of any Eligible Loan Asset and each Obligor of such Eligible Loan Asset to be Pledged and added to the updated Loan Asset Schedule. Any notice pertaining to any repayment or any Pledge pursuant to this Section 2.06 shall be irrevocable. (c) Until such time as any Borrowing Base Deficiency has been cured in full and no other Event of Default or Unmatured Event of Default has occurred and is continuing, the Borrower shall not request the right to transfer (by sale, dividend, distribution or otherwise), and the Administrative Agent and Collateral Agent shall not grant the release of Lien or the transfer of any Eligible Loan Asset from the Collateral Portfolio.

Borrowing Base Deficiency Payments. (a) In addition to any other obligation of the Borrower to cure any Borrowing Base Deficiency pursuant to the terms of this Agreement, if, on any day prior to the Collection Date, any Borrowing Base Deficiency exists, then the Borrower may eliminate such Borrowing Base Deficiency in its entirety by effecting one or more (or any combination thereof) of the following actions in order to eliminate such Borrowing Base Deficiency as of such date of determination: (i) deposit cash in United States dollars into the Principal Collection SubaccountAccount, (ii) repay Advances (together with any Breakage Fees and all accrued and unpaid costs and expenses of the Administrative Agent, the Lender Agents and the Lenders, in each case in respect of the amount so prepaid), (iii) sell Eligible Loan Assets in accordance with Section 2.07, or (iv) during subject to the Revolving Periodapproval of the Administrative Agent in its sole discretion, Pledge additional Eligible Loan Assets. The Administrative Agent shall use all commercially reasonable efforts to respond to any such approval request in a timely manner. (b) No later than 2:00 p.m. on the Business Day prior to the proposed repayment of Advances or Pledge of additional Eligible Loan Assets pursuant to Section 2.06(a), the Borrower (or the Servicer on its behalf) shall deliver (i) to the Administrative Agent and Lender Agents (with a copy to the Collateral Agent, the Collateral Administrator Agent and the Collateral Custodian), notice of such repayment or Pledge and a duly completed Borrowing Base Certificate, updated to the date such repayment or Pledge is being made and giving pro forma effect to such repayment or Pledge, and (ii) to the Administrative Agent, if applicable, a description of any Eligible Loan Asset and each Obligor of such Eligible Loan Asset to be Pledged and added to the updated Loan Asset Schedule. Any notice pertaining to any repayment or any Pledge pursuant to this Section 2.06 shall be irrevocable. (c) Until such time as any Borrowing Base Deficiency has been cured in full full, the Borrowing Base Cure Period is not in effect and no other Event of Default or Unmatured Event of Default has occurred and is continuing, the Borrower shall not request the right to transfer (by sale, dividend, distribution or otherwise), and the Administrative Agent and Collateral Agent shall not grant the release of Lien or the transfer of any Eligible Loan Asset from the Collateral Portfolio.

Borrowing Base Deficiency Payments. (a) In addition to any other obligation of the Borrower to cure any Borrowing Base Deficiency pursuant to the terms of this Agreement, if, on any day prior to the Collection Date, any Borrowing Base Deficiency exists, then the Borrower may shall, within three Business Days from the date of such Borrowing Base Deficiency, eliminate such Borrowing Base Deficiency in its entirety by effecting one or more (or any combination thereof) of the following actions in order to eliminate such Borrowing Base Deficiency as of such date of determination: (i) deposit cash in United States dollars into the Principal Collection SubaccountAccount or Unfunded Exposure Account in the amount necessary to eliminate such Borrowing Base Deficiency, (ii) repay Advances Outstanding (together with any Breakage Fees and all accrued and unpaid costs and expenses of the Administrative Agent, the Lender Agents Agent and the Lenders, in each case in respect of the amount so prepaid)) in the amount necessary to eliminate such Borrowing Base Deficiency, and/or (iii) sell Eligible Loan Assets subject to the approval of the Administrative Agent, in accordance with Section 2.07, or (iv) during the Revolving Periodits sole discretion, Pledge additional Eligible Loan AssetsAssets in the amount necessary to eliminate such Borrowing Base Deficiency; provided that if the Borrower requests to Pledge another Eligible Loan Asset within one Business Day of such Borrowing Base Deficiency and the Administrative Agent does not either reject such Loan Asset or approve such Loan Asset within one Business Day of the Borrower’s request to Pledge such Loan Asset, then the Administrative Agent may, in its sole discretion, elect in writing to extend the three Business Day grace period set forth in this Section 2.06 for up to seven Business Days. If the Administrative Agent does not reply to a request by the Borrower within any time period provided for such a reply pursuant to this Section 2.06(a) and does not inform the Borrower that the Administrative Agent is extending the period for such a reply, such failure to reply shall constitute a denial of such request. (b) No later than 2:00 p.m. on the Business Day prior to the proposed repayment of Advances Outstanding or Pledge of additional Eligible Loan Assets pursuant to Section 2.06(a), the Borrower (or the Servicer on its behalf) shall deliver (i) to the Administrative Agent and Lender Agents (with a copy to the Collateral Agent, the Collateral Administrator Agent and the Collateral Custodian), notice of such repayment or Pledge and a duly completed Borrowing Base Certificate, updated to the date such repayment or Pledge is being made and giving pro forma effect to such repayment or Pledge, and (ii) to the Administrative Agent, if applicable, a description of any Eligible Loan Asset and each Obligor of such Eligible Loan Asset to be Pledged and added to the updated Loan Asset Schedule. Any notice pertaining to any repayment or any Pledge pursuant to this Section 2.06 shall be irrevocable. (c) Until such time as any Borrowing Base Deficiency has been cured in full and no other Event of Default or Unmatured Event of Default has occurred and is continuing, the Borrower shall not request the right to transfer (by sale, dividend, distribution or otherwise), and the Administrative Agent and Collateral Agent shall not grant the release of Lien or the transfer of any Eligible Loan Asset from the Collateral Portfolio.

Borrowing Base Deficiency Payments. (a) In addition to any other obligation of the Borrower to cure any Borrowing Base Deficiency pursuant to the terms of this Agreement, ifIf, on any day prior to the Collection Facility Termination Date, any (I) a Borrowing Base Deficiency exists(other than a Specified Borrowing Base Breach or an Excepted Borrowing Base Breach) exists or the Minimum Equity Condition is not satisfied, then the Borrower may eliminate shall, upon the Borrower receiving written notice from the Facility Agent or obtaining knowledge thereof, either (i) cure such Borrowing Base Deficiency in its entirety by effecting one or more failure to satisfy the Minimum Equity Condition within two (or any combination thereof2) of the following actions in order to eliminate such Borrowing Base Deficiency as of such date of determinationBusiness Days by: (iw) deposit depositing cash in United States dollars Dollars into the Principal Collection SubaccountAccount, (iix) repay repaying Advances Outstanding (together with any Breakage Fees and all accrued and unpaid costs and expenses of the Administrative Agent, the Lender Agents and the Lenders, in each case fees in respect of the amount so prepaid), (iiiy) sell Eligible Loan Assets to the extent such sales, in conjunction with other actions, eliminate such Borrowing Base Deficiency or satisfy the Minimum Equity Condition, selling Loans in accordance with Section 2.07, 9.34 and/or (z) selling additional Eligible Collateral Obligations in accordance with Section 9.34 (or any combination of the foregoing) or (ivii) during if no Cure Notice has been delivered within the Revolving Periodprevious six (6) calendar months, Pledge (x) within two (2) Business Days deliver a Cure Notice and (y) cure such Borrowing Base Deficiency or failure to satisfy the Minimum Equity Condition within five (5) Business Days or (II) a Specified Borrowing Base Breach exists, then the Borrower shall, upon the Borrower receiving written notice from the Facility Agent or obtaining knowledge thereof, cure such Specified Borrowing Base Breach within 90 calendar days by: (w) depositing cash in Dollars into the Principal Collection Account, (x) repaying Advances Outstanding (together with any fees in respect of the amount so prepaid), (y) to the extent such sales, in conjunction with other actions, eliminate such Borrowing Base Deficiency or satisfy the Minimum Equity Condition, selling Loans in accordance with Section 9.34 and/or (z) selling additional Eligible Loan AssetsCollateral Obligations in accordance with Section 9.34 (or any combination of the foregoing). (b) No later than 2:00 p.m. on the Business Day prior to of the proposed repayment of Advances Outstanding or Pledge sale of additional Eligible Loan Assets Collateral Obligations pursuant to Section 2.06(a2.10(a), the Borrower (or the Servicer on its behalf) shall deliver (i) to the Administrative Facility Agent and Lender Agents (with a copy to the Collateral Agent, the Collateral Administrator Agent and the Collateral Custodian), ) notice of such repayment or Pledge sale and a duly completed Borrowing Base Certificate, updated to the date such repayment or Pledge sale is being made and giving pro forma effect to such repayment or Pledgesale, and (ii) to the Administrative Facility Agent, if applicable, a description of any Eligible Loan Asset Collateral Obligation and each Obligor of such Eligible Loan Asset Collateral Obligation to be Pledged sold and added to the an updated Loan Asset Collateral Obligation Schedule. Any Failure to deliver any such notice pertaining to any repayment or any Pledge pursuant to this Section 2.06 shall be irrevocable. (c) Until such time as any not affect the satisfaction of the cure of the Borrowing Base Deficiency has been cured in full and no other Event of Default or Unmatured Event of Default has occurred and is continuing, the Borrower shall not request the right made pursuant to transfer (by sale, dividend, distribution or otherwiseSection 2.10(a), and the Administrative Agent and Collateral Agent shall not grant the release of Lien or the transfer of any Eligible Loan Asset from the Collateral Portfolio.

Borrowing Base Deficiency Payments. (a) In addition to any other obligation of the Borrower to cure any Borrowing Base Deficiency pursuant to the terms of this Agreement, if, on any day prior to the Collection Date, any Borrowing Base Deficiency exists, then the Borrower may shall, within five Business Days from the date of such Borrowing Base Deficiency, eliminate such Borrowing Base Deficiency in its entirety by effecting one or more (or any combination thereof) of the following actions in order to eliminate such Borrowing Base Deficiency as of such date of determination: (i) deposit cash in United States dollars into the Principal Collection SubaccountAccount, (ii) repay Advances (together with any Breakage Fees Fees, any Hedge Breakage Costs and all accrued and unpaid costs and expenses of the Administrative Agent, the Lender Agents Agent and the LendersNote Purchaser, in each case in respect of the amount so prepaid), and/or (iii) sell Eligible Loan Assets subject to the approval of the Agent, in accordance with Section 2.07, or its sole discretion (iv) during and the Revolving PeriodAgent shall use reasonable efforts to give such approval in a timely fashion), Pledge additional Eligible Loan Assets. (b) No later than 2:00 p.m. on the Business Day prior to the proposed repayment of Advances or Pledge of additional Eligible Loan Assets pursuant to Section 2.06(a), the Borrower (or the Servicer on its behalf) shall deliver (i) to the Administrative Agent and Lender Agents (with a copy to the Collateral Agent, the Collateral Administrator Trustee and the Collateral Custodian), notice of such repayment or Pledge and a duly completed Borrowing Base Certificate, updated to the date such repayment or Pledge is being made and giving pro forma effect to such repayment or Pledge, and (ii) to the Administrative Agent, if applicable, a description of any Eligible Loan Asset and each Obligor of such Eligible Loan Asset to be Pledged and added to the updated Loan Asset Schedule. Any notice pertaining to any repayment or any Pledge pursuant to this Section 2.06 shall be irrevocable. (c) Until such time as any Borrowing Base Deficiency has been cured in full and no other Event of Default or Unmatured Event of Default has occurred and is continuing, the Borrower shall not request the right to transfer (by sale, dividend, distribution or otherwise), and the Administrative Agent and Collateral Agent shall not grant the release of Lien or the transfer of any Eligible Loan Asset from the Collateral Portfolio.

Borrowing Base Deficiency Payments. (a) In addition to any other obligation of the Borrower to cure any Borrowing Base Deficiency pursuant to the terms of this Agreement, ifIf, on any day prior to the Collection Date, any Borrowing Base Deficiency existsexists (other than as specified in clause (d) below), then the Borrower may shall eliminate such Borrowing Base Deficiency in its entirety within three (3) Business Days (or such longer period as set forth herein) of the Borrower receiving written notice from the Administrative Agent of such Borrowing Base Deficiency by effecting one or more (or any combination thereof) of the following actions in order to eliminate such Borrowing Base Deficiency as of such date of determination: (i) deposit cash in United States dollars Dollars into the Principal Collection Subaccount, (ii) repay Advances Outstanding (together with any Breakage Fees and all accrued and unpaid costs and expenses of the Administrative Agent, the Lender Agents and the Lenders, in each case in respect of the amount so prepaid), (iii) to the extent such sales, in conjunction with other actions, eliminated such Borrowing Base Deficiency, sell Eligible Loan Assets in accordance with Section 2.07, or (iv) during the Revolving Period, Pledge Grant (or arrange for one or more Securitization Subsidiaries to Grant) additional Eligible Loan AssetsAssets and/or (v) delivery of an Equity Cure Notice (subject to the requirements set forth in Section 2.06(c)); provided that, if the Borrower requests to Grant (or arrange for one or more Securitization Subsidiaries to Grant) another Eligible Loan Asset within three Business Days of such Borrowing Base Deficiency and the Administrative Agent, in its sole and absolute discretion, does not either reject such Loan Asset or approve such Loan Asset within three Business Days of the Borrower’s request to Grant (or arrange for one or more Securitization Subsidiaries to Grant) such Loan Asset, then the Administrative Agent may, in its sole and absolute discretion, elect in writing to extend the three Business Day grace period set forth in this Section 2.06. (b) No later than 2:00 4:00 p.m. on the Business Day prior to of the proposed repayment of Advances Outstanding or Pledge Grant of additional Eligible Loan Assets pursuant to Section 2.06(a), the Borrower (or the Servicer on its behalf) shall deliver (i) to the Administrative Agent and Lender Agents (with a copy to the Collateral Agent, the Collateral Administrator Agent and the Collateral Custodian), ) notice of such repayment or Pledge Grant and a duly completed Borrowing Base Certificate, updated to the date such repayment or Pledge Grant is being made and giving pro forma effect to such repayment or PledgeGrant, and (ii) to the Administrative Agent, if applicable, a description of any Eligible Loan Asset and each Obligor of such Eligible Loan Asset to be Pledged Granted and added to the an updated Loan Asset Schedule. Any Failure to deliver any such notice pertaining to any repayment or any Pledge shall not affect the cure of the Borrowing Base Deficiency made pursuant to this Section 2.06 shall be irrevocable2.06(a). (c) Until The Borrower may cure a Borrowing Base Deficiency pursuant to Section 2.06(a)(iv) by delivering a notice to the Administrative Agent within three (3) Business Days after such Borrowing Base Deficiency (such notice, an “Equity Cure Notice”), subject to the following requirements: (i) Such Equity Cure Notice sets forth evidence reasonably satisfactory to the Administrative Agent that the Originator has arranged for funds to be made available to the Borrower in an aggregate amount sufficient to cure such Borrowing Base Deficiency (which funds may be raised in connection with such means as is available to the applicable Affiliates of the Originator); and (ii) The amount necessary to cure such Borrowing Base Deficiency is contributed to the Borrower in immediately available funds, and such amount shall be applied by the Borrower to eliminate such Borrowing Base Deficiency, in each case, within ten (10) Business Days of the date such Equity Cure Notice is delivered to the Administrative Agent. (d) Notwithstanding anything to the contrary set forth in clause (a) above, if a Borrowing Base Deficiency exists on the last day of the Specified Period and (i) if such Borrowing Base Deficiency is in an amount less than or equal to $7,500,000, then such Borrowing Base Deficiency will not be required to be cured within three (3) Business Days pursuant to clause (a) above and, as of any Payment Date during such time as the Borrowing Base Deficiency is not cured pursuant to the terms of clause (a) above, Interest Collections and Principal Collections shall be used to pay down Advances Outstanding in accordance with Section 2.04(a)(v) and Section 2.04(b)(iii)(A) (in addition to any other combination of cure mechanisms applied by the Borrower as set forth in clause (a) above) until the earlier of (x) the expiration of the Post-Specified Period and (y) the date on which such deficiency is cured; and (ii) if such Borrowing Base Deficiency is in an amount greater than $7,500,000, the Borrower shall, within three (3) Business Days of the last day of the Specified Period, cure such deficiency (using any combination of cure mechanisms applied by the Borrower as set forth in clause (a) above) until the Borrowing Base Deficiency is less than or equal to $7,500,000 (and any failure to effectuate such cure shall be deemed to be an Event of Default pursuant to Section 7.01(j)), after which, as of any Payment Date during such time as the Borrowing Base Deficiency is not cured pursuant to the terms of clause (a) above, Interest Collections and Principal Collections shall be used to pay down Advances Outstanding in accordance with Section 2.04(a)(vi) and Section 2.04(b)(ii)(A) (in addition to any other combination of cure mechanisms applied by the Borrower as set forth in clause (a) above), until the earlier of (x) the expiration of the Post-Specified Period and (y) the date on which such deficiency is cured. If a Borrowing Base Deficiency exists on any date of determination during the Post-Specified Period and such Borrowing Base Deficiency is greater than the Borrowing Base Deficiency in existence on the previous date of determination (any such increase in Borrowing Base Deficiency, a "Borrowing Base Deficiency Increase"), it shall be an Event of Default pursuant to Section 7.01(j) if such Borrowing Base Deficiency has not been cured reduced in full accordance with the provisions set forth in clauses (a), (b) and no other (c) above by an amount equal to or greater than the applicable Borrowing Base Deficiency Increase within three (3) Business Days of such later date of determination. If a Borrowing Base Deficiency exists after the expiration of the Post-Specified Period, it shall be an Event of Default or Unmatured Event of Default pursuant to Section 7.01(j) if it has occurred and is continuing, not been remedied in accordance with the Borrower shall not request the right to transfer provisions set forth in clauses (by sale, dividend, distribution or otherwisea), (b) and the Administrative Agent and Collateral Agent shall not grant the release of Lien or the transfer of any Eligible Loan Asset from the Collateral Portfolio(c) above.

Borrowing Base Deficiency Payments. (a) In addition to any other obligation of the Borrower to cure any Borrowing Base Deficiency pursuant to the terms of this Agreement, if, on any day prior to the Collection Date, any Borrowing Base Deficiency exists, then the Borrower may shall within three Business Days of the occurrence thereof, eliminate such Borrowing Base Deficiency in its entirety by effecting one or more (or any combination thereof) of the following actions in order to eliminate such Borrowing Base Deficiency as of such date of determination: (i) deposit cash in United States dollars into the Principal Collection Subaccount, (ii) repay Advances (together with any Breakage Fees and all accrued and unpaid costs and expenses of the Administrative Agent, the Lender Agents and the Lenders, in each case in respect of the amount so prepaid), (iiiii) sell Eligible Loan Assets in accordance with Section 2.072.06, or (iviii) during the Revolving Period, Pledge Transfer additional Eligible Loan Assets; provided, that if (1) the Borrower requires additional capital in order to eliminate such Borrowing Base Deficiency in its entirety; (2) the Borrower has the right, at such time, under its Operating Agreement to call capital from its members or partners in amount sufficient, to fund such amount in its entirety; and (3) the Borrower makes such capital call provides evidence thereof to the Administrative Agent and the Lenders reasonably satisfactory to the Lenders within three Business Days of the occurrence of such Borrowing Base Deficiency, any payment due under this Section 2.05(a) shall not be considered due until the date that is the earlier of (x) the date that is 10 Business Days after the occurrence of such Borrowing Base Deficiency and (y) the Business Day following the date upon which the Borrower has received capital in an amount sufficient to make such payment in full. The Borrower agrees to provide prompt notice to the Administrative Agent if any member or partner rejects or otherwise does not agree to fund any such capital call. (b) No later than 2:00 12:00 p.m. on the Business Day prior to the proposed repayment of Advances or Pledge Transfer of additional Eligible Loan Assets pursuant to Section 2.06(a2.05(a), the Borrower (or the Servicer on its behalf) shall deliver (i) to the Administrative Agent and Lender Agents (with a copy to the Collateral Agent, the Collateral Administrator and the Collateral Custodian), notice of such repayment or Pledge Transfer and a duly completed Borrowing Base Certificate, updated to the date such repayment or Pledge Transfer is being made and giving pro forma effect to such repayment or PledgeTransfer, and (ii) to the Administrative Agent and the Collateral Agent, if applicable, a description of any Eligible Loan Asset and each Obligor of such Eligible Loan Asset to be Pledged Transferred and added to the updated Loan Asset Schedule. Any notice pertaining to any repayment or any Pledge Transfer pursuant to this Section 2.06 2.05 shall be irrevocable. (c) Until such time as any Borrowing Base Deficiency has been cured in full and no other Event of Default or Unmatured Event of Default has occurred and is continuingoccurred, other than a sale under Section 2.06 to the extent set forth therein, the Borrower shall not request the right to transfer (by sale, dividend, distribution or otherwise), and the Administrative Agent and Collateral Agent shall not grant the release of Lien or the transfer of any Eligible Loan Asset from the Collateral PortfolioCollateral.

Borrowing Base Deficiency Payments. (a) In addition to any other obligation of the Borrower to cure any Borrowing Base Deficiency pursuant to the terms of this Agreement, ifIf, on any day prior to the Collection Date, any Borrowing Base Deficiency exists, then the Borrower may shall eliminate such Borrowing Base Deficiency in its entirety within two (2) Business Days by effecting one or more (or any combination thereof) of the following actions in order to eliminate such Borrowing Base Deficiency as of such date of determination: (i) deposit cash in United States dollars Dollars into the Principal Collection SubaccountAccount, (ii) repay Advances Outstanding (together with any Breakage Fees and all accrued and unpaid costs and expenses of the Administrative Agent, the Lender Agents and the Lenders, in each case in respect of the amount so prepaid), (iii) sell subject to the approval of the Administrative Agent (other than in the case of Specified Loan Assets), in its sole discretion, Grant additional Eligible Loan Assets and/or (iv) deliver an Equity Cure Notice pursuant to Section 2.06(c) (and after delivery of such Equity Cure Notice, the Borrower shall eliminate such Borrowing Base Deficiency in accordance with such Section 2.07, or (iv) during the Revolving Period, Pledge additional Eligible Loan Assets2.06(c)). (b) No later than 2:00 3:00 p.m. on the Business Day prior to the proposed repayment of Advances Outstanding or Pledge Grant of additional Eligible Loan Assets pursuant to Section 2.06(a), the Borrower (or the Servicer on its behalf) shall deliver (i) to the Administrative Agent and Lender Agents (with a copy to the Collateral Agent, the Collateral Administrator Agent and the Collateral Custodian), ) notice of such repayment or Pledge Grant and a duly completed Borrowing Base Certificate, updated to the date such repayment or Pledge Grant is being made and giving pro forma effect to such repayment or PledgeGrant, and (ii) to the Administrative Agent, if applicable, a description of any Eligible Loan Asset and each Obligor of such Eligible Loan Asset to be Pledged Granted and added to the an updated Loan Asset Schedule. Any notice pertaining to any repayment or any Pledge Grant pursuant to this Section 2.06 shall be irrevocable. (c) Until such time as any The Borrower may cure a Borrowing Base Deficiency pursuant to Section 2.06(a)(iv) by delivering a notice to the Administrative Agent within two (2) Business Days after such Borrowing Base Deficiency (such notice, an "Equity Cure Notice") and subject to the following requirements: (i) such Equity Cure Notice sets forth evidence substantially in the form of Exhibit P that (x)(A) the Parent has been cured rights pursuant to its organizational documents to call capital from its investor(s) in full an aggregate amount sufficient to cure such Borrowing Base Deficiency (in combination with the other cures thereof permitted under Section 2.06(a)), (B) the Parent has made a capital call on its investor(s) in an aggregate amount sufficient to cure such Borrowing Base Deficiency (in combination with the other cures thereof permitted under Section 2.06(a)), (C) the investor(s) are obligated to fund such capital call, (D) the proceeds of the capital call may be used for the purpose of such cure, and no other Event of Default (E) the Parent intends to contribute such funds directly or Unmatured Event of Default has occurred and is continuing, indirectly to the Borrower in the form of an additional capital contribution and/or (y) the Parent has other sources of funds (including from proceeds of borrowings under one or more credit facilities) sufficient to cure such Borrowing Base Deficiency and the proceeds of such funds will be contributed directly or indirectly to the Borrower; and (ii) the amount necessary to cure such Borrowing Base Deficiency (in combination with the other cures thereof permitted under Section 2.06(a)) is contributed directly or indirectly from the Parent to the Borrower in immediately available funds, and such amount shall not request be applied by the right Borrower to transfer cure such Borrowing Base Deficiency (by sale, dividend, distribution or otherwisein combination with the other cures thereof permitted under Section 2.06(a)) (A) within ten (10) Business Days of the date such Equity Cure Notice is delivered to the Administrative Agent in the case of an Equity Cure Notice described in clause 2.06(c)(i)(x), and (B) within two (2) Business Days of the date such Equity Cure Notice is delivered to the Administrative Agent and Collateral Agent shall not grant in the release case of Lien or the transfer of any Eligible Loan Asset from the Collateral Portfolioan Equity Cure Notice described in clause 2.06(c)(i)(y).

Borrowing Base Deficiency Payments. (a) In addition to any other obligation of the Borrower to cure any Borrowing Base Deficiency pursuant to the terms of this Agreement, if, on any day prior to the Collection Date, any Borrowing Base Deficiency exists, then the Borrower may shall eliminate such Borrowing Base Deficiency in its entirety within two (2) Business Days by effecting one or more (or any combination thereof) of the following actions in order to eliminate such Borrowing Base Deficiency as of such date of determination: (i) deposit cash in United States dollars Dollars into the Principal Collection Subaccount, (ii) repay Advances Outstanding (together with any Breakage Fees and all accrued and unpaid costs and expenses of the Administrative Agent, the Lender Agents and the Lenders, in each case in respect of the amount so prepaid), (iii) subject to the approval of the Administrative Agent, in its sole discretion, Grant additional Eligible Loan Assets, (iv) deliver an Equity Cure Notice pursuant to Section 2.06(c) (and after delivery of such Equity Cure Notice, the Borrower shall eliminate such Borrowing Base Deficiency in accordance with such Section 2.06(c)) and/or (v) sell Eligible Loan Assets in accordance with Section 2.072.07(a) below so long as (A) such Eligible Loan Assets is not sold for less than the Assigned Value therefor unless otherwise approved by the Administrative Agent in writing and in its sole discretion and (B) such sale settles no later than five (5) Business Days after the occurrence of such Borrowing Base Deficiency; provided that, notwithstanding the foregoing, if a Borrowing Base Deficiency exists, in whole or in part, as the result of (x) the occurrence of a Value Adjustment Event with respect to a Broadly Syndicated Loan or (ivy) during an adjustment to the Revolving PeriodAssigned Value of a Broadly Syndicated Loan, Pledge additional Eligible Loan Assetsthen such Borrowing Base Deficiency shall only be deemed to have been eliminated if, after giving effect to any of the actions taken pursuant to clause (i) through (v) above, the Borrower shall have caused the Availability to be greater than or equal to $1,000,000. (b) No later than 2:00 p.m. on the Business Day prior to the proposed repayment of Advances Outstanding or Pledge Grant of additional Eligible Loan Assets pursuant to Section 2.06(a), the Borrower (or the Servicer on its behalf) shall deliver (i) to the Administrative Agent and Lender Agents (with a copy to the Collateral Agent, the Collateral Administrator Agent and the Collateral Custodian), ) notice of such repayment or Pledge Grant and a duly completed Borrowing Base Certificate, updated to the date such repayment or Pledge Grant is being made and giving pro forma effect to such repayment or PledgeGrant, and (ii) to the Administrative Agent, if applicable, a description of any Eligible Loan Asset and each Obligor of such Eligible Loan Asset to be Pledged Granted and added to the an updated Loan Asset Schedule. Any notice pertaining to any repayment or any Pledge Grant pursuant to this Section 2.06 shall be irrevocable. (c) Until such time as any The Borrower may cure a Borrowing Base Deficiency has been cured in full and no other Event of Default or Unmatured Event of Default has occurred and is continuing, the Borrower shall not request the right pursuant to transfer (Section 2.06(a)(iv) by sale, dividend, distribution or otherwise), and delivering a notice to the Administrative Agent within two (2) Business Days after such Borrowing Base Deficiency (such notice, an “Equity Cure Notice”) and Collateral subject to the following requirements: (i) such Equity Cure Notice sets forth evidence reasonably satisfactory to the Administrative Agent shall not grant that (A) the release Transferor has rights pursuant to its Constituent Documents to call capital from its equityholders in an aggregate amount sufficient to cure such Borrowing Base Deficiency (in combination with the other cures thereof permitted under Section 2.06(a)), (B) the Transferor has made a capital call on its equityholder(s) in an aggregate amount sufficient to cure such Borrowing Base Deficiency (in combination with the other cures thereof permitted under Section 2.06(a)) and (C) the Transferor intends to contribute such funds to the Borrower in the form of Lien or an additional capital contribution; and (ii) the transfer of any Eligible Loan Asset amount necessary to cure such Borrowing Base Deficiency (in combination with the other cures thereof permitted under Section 2.06(a)) is contributed from the Collateral PortfolioTransferor to the Borrower in immediately available funds, and such amount shall be applied by the Borrower to cure such Borrowing Base Deficiency (in combination with the other cures thereof permitted under Section 2.06(a)) within ten (10) Business Days of the date such Equity Cure Notice is delivered to the Administrative Agent.

Borrowing Base Deficiency Payments. (a) In addition to any other obligation of the Borrower to cure any Borrowing Base Deficiency pursuant to the terms of this Agreement, if, on any day prior to the Collection Date, any Borrowing Base Deficiency exists, then the Borrower may shall, within three Business Days from the date of such Borrowing Base Deficiency, eliminate such Borrowing Base Deficiency in its entirety by effecting one or more (or any combination thereof) of the following actions in order to eliminate such Borrowing Base Deficiency as of such date of determination: (i) deposit cash in United States dollars into the Principal Collection SubaccountAccount, (ii) repay Advances (together with any Breakage Fees and all accrued and unpaid costs and expenses of the Administrative Agent, the Lender Agents and the Lenders, in each case case, in respect of the amount so prepaid), and/or (iii) sell Eligible Loan Assets to the extent approved by the Administrative Agent as of their respective Cut-Off Dates in accordance with Section 2.07, or (iv) during the Revolving Periodthis Agreement, Pledge additional Eligible Loan Assets; provided, that if the Borrower requests to Pledge another Eligible Loan Asset within one Business Day of such Borrowing Base Deficiency and the Administrative Agent does not either reject such Loan Asset or approve such Loan Asset within one Business Day of the Borrower’s request to Pledge such Loan Asset, then the Administrative Agent may, in its sole discretion, elect in writing to extend the three Business Day grace period set forth in this Section 2.06 for up to seven Business Days; provided further if the Borrower has cured a Borrowing Base Deficiency pursuant to clause (i) above and no other Event of Default has occurred and is continuing, the Borrower shall be entitled to the return of all or a portion of the cash so deposited in the Principal Collection Account to the extent that, immediately after giving effect to the return of any such amounts or release of any asset, no Borrowing Base Deficiency would exist. (b) No later than 2:00 p.m. on the Business Day prior to the proposed repayment of Advances or Pledge of additional Eligible Loan Assets pursuant to Section 2.06(a), the Borrower (or the Servicer on its behalf) shall deliver (i) to the Administrative Agent and Lender Agents (with a copy to the Collateral Agent, the Collateral Administrator Agent and the Collateral Custodian), notice of such repayment or Pledge and a duly completed Borrowing Base Certificate, updated to the date such repayment or Pledge is being made and giving pro forma effect to such repayment or Pledge, and (ii) to the Administrative Agent, if applicable, a description of any Eligible Loan Asset and each Obligor of such Eligible Loan Asset to be Pledged and added to the updated Loan Asset Schedule. Any notice pertaining to any repayment or any Pledge pursuant to this Section 2.06 shall be irrevocable. (c) Until such time as any Borrowing Base Deficiency has been cured in full and no other Event of Default or Unmatured Event of Default has occurred and is continuing, the Borrower shall not request the right to transfer (by sale, dividend, distribution or otherwise), and the Administrative Agent and Collateral Agent shall not grant the release of Lien or the transfer of any Eligible Loan Asset from the Collateral Portfolio.

Borrowing Base Deficiency Payments. (a) In addition to any other obligation of the Borrower to cure any Borrowing Base Deficiency pursuant to the terms of this Agreement, if, on any day prior to the Collection Date, any Borrowing Base Deficiency exists, then the Borrower may eliminate such Borrowing Base Deficiency in its entirety by effecting one or more (or any combination thereof) of the following actions in order to eliminate such Borrowing Base Deficiency as of such date of determination: (i) deposit cash in United States dollars into the Principal Collection SubaccountAccount, (ii) repay Advances (together with any Breakage Fees and all accrued and unpaid costs and expenses of the Administrative Agent, the Lender Agents and the Lenders, in each case in respect of the amount so prepaid), (iii) sell Eligible Loan Assets in accordance with Section 2.07, or 2.07(b) and/or (iv) during subject to the Revolving Periodapproval of the Administrative Agent in its sole discretion, Pledge additional Eligible Loan Assets. The Administrative Agent shall use all commercially reasonable efforts to respond to any such approval request in a timely manner. (b) No later than 2:00 p.m. on the Business Day prior to the proposed repayment of Advances or Pledge of additional Eligible Loan Assets pursuant to Section 2.06(a), the Borrower (or the Servicer on its behalf) shall deliver (i) to the Administrative Agent and Lender Agents (with a copy to the Collateral Agent, the Collateral Administrator Agent and the Collateral Custodian), notice of such repayment or Pledge and a duly completed Borrowing Base Certificate, updated to the date such repayment or Pledge is being made and giving pro forma effect to such repayment or Pledge, and (ii) to the Administrative Agent, if applicable, a description of any Eligible Loan Asset and each Obligor of such Eligible Loan Asset to be Pledged and added to the updated Loan Asset Schedule. Any notice pertaining to any repayment or any Pledge pursuant to this Section 2.06 shall be irrevocable. (c) Until such time as any Borrowing Base Deficiency has been cured in full and no other Event of Default or Unmatured Event of Default has occurred and is continuing, the Borrower shall not request the right to transfer (by sale, dividend, distribution or otherwise), and the Administrative Agent and Collateral Agent shall not grant the release of Lien or the transfer of any Eligible Loan Asset from the Collateral Portfolio.

Borrowing Base Deficiency Payments. (a) In addition to any other obligation of the Borrower to cure any Borrowing Base Deficiency pursuant to the terms of this Agreement, if, on any day prior to the Collection Date, any Borrowing Base Deficiency exists, then the Borrower may shall, within five Business Days from the date of such Borrowing Base Deficiency, eliminate such Borrowing Base Deficiency in its entirety by effecting one or more (or any combination thereof) of the following actions in order to eliminate such Borrowing Base Deficiency as of such date of determination: (i) deposit cash in United States dollars into the Principal Collection SubaccountAccount, (ii) repay Advances (together with any Breakage Fees and all accrued and unpaid costs and expenses of the Administrative Agent, the Lender Agents Agent and the LendersNote Purchaser, in each case in respect of the amount so prepaid), and/or (iii) sell Eligible Loan Assets subject to the approval of the Agent, in accordance with Section 2.07, or its sole discretion (iv) during and the Revolving PeriodAgent shall use reasonable efforts to give such approval in a timely fashion), Pledge additional Eligible Loan Assets. (b) No later than 2:00 p.m. on the Business Day prior to the proposed repayment of Advances or Pledge of additional Eligible Loan Assets pursuant to Section 2.06(a), the Borrower (or the Servicer on its behalf) shall deliver (i) to the Administrative Agent and Lender Agents (with a copy to the Collateral Agent, the Collateral Administrator Trustee and the Collateral Custodian), notice of such repayment or Pledge and a duly completed Borrowing Base Certificate, updated to the date such repayment or Pledge is being made and giving pro forma effect to such repayment or Pledge, and (ii) to the Administrative Agent, if applicable, a description of any Eligible Loan Asset and each Obligor of such Eligible Loan Asset to be Pledged and added to the updated Loan Asset Schedule. Any notice pertaining to any repayment or any Pledge pursuant to this Section 2.06 shall be irrevocable. (c) Until such time as any Borrowing Base Deficiency has been cured in full and no other Event of Default or Unmatured Event of Default has occurred and is continuing, the Borrower shall not request the right to transfer (by sale, dividend, distribution or otherwise), and the Administrative Agent and Collateral Agent shall not grant the release of Lien or the transfer of any Eligible Loan Asset from the Collateral Portfolio.

Borrowing Base Deficiency Payments. (a) In addition to any other obligation of the Borrower to cure any Borrowing Base Deficiency pursuant to the terms of this Agreement, if, on any day prior to the Collection Date, any Borrowing Base Deficiency exists, then the Borrower may shall, within three Business Days from the date of such Borrowing Base Deficiency, eliminate such Borrowing Base Deficiency in its entirety by effecting one or more (or any combination thereof) of the following actions in order to eliminate such Borrowing Base Deficiency as of such date of determination: (i) deposit cash in United States dollars into the Principal Collection SubaccountAccount, (ii) repay Advances (together with any Breakage Fees and all accrued and unpaid costs and expenses of the Administrative Agent, the Lender Agents and the Lenders, in each case case, in respect of the amount so prepaid), and/or (iii) sell Eligible Loan Assets subject to the approval of the Administrative Agent, in accordance with Section 2.07, or (iv) during the Revolving Periodits sole discretion, Pledge additional Eligible Loan Assets; provided, that if the Borrower requests to Pledge another Eligible Loan Asset within one Business Day of such Borrowing Base Deficiency and the Administrative Agent does not either reject such Loan Asset or approve such Loan Asset within one Business Day of the Borrower’s request to Pledge such Loan Asset, then the Administrative Agent may, in its sole discretion, elect in writing to extend the three Business Day grace period set forth in this Section 2.06 for up to seven Business Days. (b) No later than 2:00 p.m. on the Business Day prior to the proposed repayment of Advances or Pledge of additional Eligible Loan Assets pursuant to Section 2.06(a), the Borrower (or the Servicer on its behalf) shall deliver (i) to the Administrative Agent and Lender Agents (with a copy to the Collateral Agent, the Collateral Administrator Agent and the Collateral Custodian), notice of such repayment or Pledge and a duly completed Borrowing Base Certificate, updated to the date such repayment or Pledge is being made and giving pro forma effect to such repayment or Pledge, and (ii) to the Administrative Agent, if applicable, a description of any Eligible Loan Asset and each Obligor of such Eligible Loan Asset to be Pledged and added to the updated Loan Asset Schedule. Any notice pertaining to any repayment or any Pledge pursuant to this Section 2.06 shall be irrevocable. (c) Until such time as any Borrowing Base Deficiency has been cured in full and no other Event of Default or Unmatured Event of Default has occurred and is continuing, the Borrower shall not request the right to transfer (by sale, dividend, distribution or otherwise), and the Administrative Agent and Collateral Agent shall not grant the release of Lien or the transfer of any Eligible Loan Asset from the Collateral Portfolio.

Borrowing Base Deficiency Payments. (a) In addition to any other obligation of the Borrower to cure any Borrowing Base Deficiency pursuant to the terms of this Agreement, if, If on any day prior to the Collection Date, any Borrowing Base Deficiency exists, then the Borrower may shall, within five Business Days from the earlier of (x) the date of the Borrower or the Transferor acquiring knowledge of such failure and (y) the date of the Borrower or the Transferor receives written notice of such failure from the Administrative Agent, eliminate such Borrowing Base Deficiency in its entirety by effecting one or more (or any combination thereofof items (i), (ii), (iii) or (iv) below) of the following actions in order to eliminate such Borrowing Base Deficiency as of such date of determinationDeficiency: (i) deposit cash in United States dollars into the Principal Collection SubaccountAccount and/or Unfunded Exposure Account, (ii) repay Advances Outstanding (together with any Breakage Fees and all accrued and unpaid costs and expenses of the Administrative Agent, the Lender Agents Agent and the Lenders, in each case in respect of the amount so prepaidprepaid (it being understood that any accrued Yield with respect to such repaid Advances Outstanding shall be due and payable on the Payment Date immediately following such repayment)), (iii) sell Eligible or otherwise transfer Loan Assets in accordance with Section 2.07, or the terms of this Agreement and/or (iv) during subject to the Revolving Periodapproval of the Administrative Agent, in its sole discretion, Pledge additional Eligible Loan AssetsAssets and/or Permitted Investments (subject, for each such Eligible Loan Asset, to receipt of an Approval Notice). (b) No later than 2:00 p.m. on the Business Day prior to the proposed repayment of Advances Outstanding or Pledge of additional Eligible Loan Assets pursuant to Section 2.06(a), ) (including in accordance with the proviso thereto) the Borrower (or the Servicer on its behalf) shall deliver (i) to the Administrative Agent and Lender Agents (with a copy to the Collateral Agent, the Collateral Administrator and the Collateral CustodianSecurities Intermediary), notice of such repayment or Pledge and a duly completed Borrowing Base Certificate, updated to the date such repayment or Pledge is being made and giving pro forma effect to such repayment or Pledge, and (ii) to the Administrative Agent, if applicable, a description of any Eligible Loan Asset and each Obligor of such Eligible Loan Asset to be Pledged and added to the updated Loan Asset ScheduleTape. Any notice pertaining to any repayment or any Pledge pursuant to this Section 2.06 shall be irrevocable. (c) Until such time as any Borrowing Base Deficiency has been cured in full and no other Event of Default or Unmatured Event of Default has occurred and is continuing, revocable by the Borrower shall only to the extent such repayment notice was conditioned upon the effectiveness of some other event not request subject to the right to transfer control of the Borrower, in which case such notice may be revoked by the Borrower (by sale, dividend, distribution or otherwise), and written notice to the Administrative Agent and Collateral Agent shall on or prior to the specified effective date) if such condition to repayment is not grant the release of Lien or the transfer of any Eligible Loan Asset from the Collateral Portfoliowill not be satisfied.

Borrowing Base Deficiency Payments. (a) In addition to any other obligation of the Borrower to cure any Borrowing Base Deficiency pursuant to the terms of this Agreement, ifIf, on any day prior to the Collection Facility Termination Date, any (I) a Borrowing Base Deficiency (other than a Specified Borrowing Base Breach or an Excepted Borrowing Base Breach) exists or the Minimum Equity Condition is not satisfied, then the Borrower or the Servicer on behalf of the Borrower shall, upon receipt of written notice from the Facility Agent or obtaining knowledge thereof, either (i) cure such Borrowing Base Deficiency or failure to satisfy the Minimum Equity Condition within three (3) Business Days by: (w) depositing cash in Dollars (or the equivalent in Dollars in another Eligible Currency, as determined by the Servicer using the Applicable Conversion Rate on such date) into the Principal Collection Account, (x) repaying Advances Outstanding; provided that, available amounts in any Eligible Currency may be applied to the repayment of Advances Outstanding in another Eligible Currency if the Servicer directs the Collateral Custodian to convert such amounts (using the Applicable Conversion Rate) into the Eligible Currency applicable to each such Advance subject to repayment pursuant to this clause (x), (y) to the extent such sales, in conjunction with other actions, eliminate such Borrowing Base Deficiency or satisfy the Minimum Equity Condition, selling Loans in accordance with Section 9.34 and/or (z) selling additional Eligible Collateral Obligations in accordance with Section 9.34 (or any combination of the foregoing) or (ii) if no Cure Notice has been delivered within the previous six (6) calendar months, (x) within three (3) Business Days deliver a Cure Notice and (y) cure such Borrowing Base Deficiency or failure to satisfy the Minimum Equity Condition within seven (7) Business Days or (II) a Specified Borrowing Base Breach exists, then the Borrower shall, upon the Borrower receiving written notice from the Facility Agent or obtaining knowledge thereof, cure such Specified Borrowing Base Breach within 90 calendar days by: (w) depositing cash in Dollars (or the equivalent in Dollars in another Eligible Currency, as determined by the Servicer using the Applicable Conversion Rate on such date) into the Principal Collection Account, (x) repaying Advances Outstanding; provided that, available amounts in any Eligible Currency may be applied to the repayment of Advances Outstanding in another Eligible Currency if the Servicer directs the Collateral Custodian to convert such amounts (using the Applicable Conversion Rate) into the Eligible Currency applicable to each such Advance subject to repayment pursuant to this clause (x), (y) to the extent such sales, in conjunction with other actions, eliminate such Borrowing Base Deficiency or satisfy the Minimum Equity Condition, selling Loans in its entirety by effecting one or more accordance with Section 9.34 and/or (z) selling additional Eligible Collateral Obligations in accordance with Section 9.34 (or any combination thereof) of the following actions in order to eliminate such Borrowing Base Deficiency as of such date of determination: (i) deposit cash in United States dollars into the Principal Collection Subaccount, (ii) repay Advances (together with any Breakage Fees and all accrued and unpaid costs and expenses of the Administrative Agent, the Lender Agents and the Lenders, in each case in respect of the amount so prepaidforegoing), (iii) sell Eligible Loan Assets in accordance with Section 2.07, or (iv) during the Revolving Period, Pledge additional Eligible Loan Assets. (b) No later than 2:00 p.m. on the Business Day prior to of the proposed repayment of Advances Outstanding or Pledge sale of additional Eligible Loan Assets Collateral Obligations pursuant to Section 2.06(a2.10(a), the Borrower (or the Servicer on its behalf) shall deliver (i) to the Administrative Facility Agent and Lender Agents (with a copy to the Collateral Agent, the Collateral Administrator Agent and the Collateral Custodian), ) notice of such repayment or Pledge sale and a duly completed Borrowing Base Certificate, updated to the date such repayment or Pledge sale is being made and giving pro forma effect to such repayment or Pledgesale, and (ii) to the Administrative Facility Agent, if applicable, a description of any Eligible Loan Asset Collateral Obligation and each Obligor of such Eligible Loan Asset Collateral Obligation to be Pledged sold and added to the an updated Loan Asset Collateral Obligation Schedule. Any Failure to deliver any such notice pertaining to any repayment or any Pledge pursuant to this Section 2.06 shall be irrevocable. (c) Until such time as any not affect the satisfaction of the cure of the Borrowing Base Deficiency has been cured in full and no other Event of Default or Unmatured Event of Default has occurred and is continuing, the Borrower shall not request the right made pursuant to transfer (by sale, dividend, distribution or otherwiseSection 2.10(a), and the Administrative Agent and Collateral Agent shall not grant the release of Lien or the transfer of any Eligible Loan Asset from the Collateral Portfolio.

Borrowing Base Deficiency Payments. (a) In addition to any other obligation of the Borrower to cure any Borrowing Base Deficiency pursuant to the terms of this Agreement, if, on any day prior to the Collection Date, any Borrowing Base Deficiency exists, then the Borrower may shall, within three Business Days from the earlier of (x) the date of the Borrower's actual knowledge of the occurrence of such Borrowing Base Deficiency or (y) the date notice of such Borrowing Base Deficiency is received by the Borrower from the Administrative Agent, eliminate such Borrowing Base Deficiency in its entirety by effecting one or more (or any combination thereof) of the following actions in order to eliminate such Borrowing Base Deficiency as of such date of determination: (i) deposit cash in United States dollars into the Principal Collection SubaccountAccount, (ii) repay Advances (together with any Breakage Fees and all accrued and unpaid costs and expenses of the Administrative Agent, the Lender Agents and the Lenders, in each case in respect of case, relating to the amount so prepaid), and/or (iii) sell Eligible Loan Assets to the extent approved by the Administrative Agent in accordance with Section 2.07, or (iv) during the Revolving Periodthis Agreement, Pledge additional Eligible Loans; provided, that if the Borrower requests to Pledge another Eligible Loan Assetswithin the three Business Day period to cure such Borrowing Base Deficiency and the Administrative Agent does not either reject such Loan or approve such Loan within one Business Day of the Borrower's request to Pledge such Loan, then the Administrative Agent may, in its sole discretion, elect in writing to extend the three Business Day grace period set forth in this Section 2.20 for up to seven Business Days; provided further if the Borrower has cured a Borrowing Base Deficiency pursuant to clause (i) above and no other Termination Event has occurred and is continuing, the Borrower shall be entitled to the return of all or a portion of the cash so deposited in the Principal Collection Account to the extent that, immediately after giving effect to the return of any such amounts or release of any asset, no Borrowing Base Deficiency would exist. (b) No later than 2:00 p.m. on the Business Day prior to the proposed repayment of Advances or Pledge of additional Eligible Loan Assets Loans pursuant to Section 2.06(a2.20(a), the Borrower (or the Servicer Collateral Manager on its behalf) shall deliver (i) to the Administrative Agent and Lender Agents (with a copy to the Collateral Agent, the Collateral Administrator Agent and the Collateral Custodian), notice of such repayment or Pledge and a duly completed Borrowing Base Certificate, updated to the date such repayment or Pledge is being made and giving pro forma effect to such repayment or Pledge, and (ii) to the Administrative Agent, if applicable, a description of any Eligible Loan Asset and each Obligor of such Eligible Loan Asset to be Pledged and added to the updated Loan Asset Schedule. Any notice pertaining to any repayment or any Pledge pursuant to this Section 2.06 shall be irrevocable. (c) Until such time as any Borrowing Base Deficiency has been cured in full and no other Event of Default or Unmatured Event of Default has occurred and is continuing, the Borrower shall not request the right to transfer (by sale, dividend, distribution or otherwise), and the Administrative Agent and Collateral Agent shall not grant the release of Lien or the transfer of any Eligible Loan Asset from the Collateral Portfolio.

Borrowing Base Deficiency Payments. (a) In addition to any other obligation of the Borrower to cure any Borrowing Base Deficiency pursuant to the terms of this Agreement, ifIf, on any day prior to the Collection Date, any Borrowing Base Deficiency exists, then the Borrower may shall, within five Business Days from the earlier of (x) the date of the Borrower or the Transferor acquiring knowledge of such failure and (y) the date of the Borrower or the Transferor receives written notice of such failure from the Administrative Agent eliminate such Borrowing Base Deficiency in its entirety by effecting one or more (or any combination thereof) of the following actions in order to eliminate such Borrowing Base Deficiency as of such date of determinationDeficiency: (i) deposit cash in United States dollars into the Principal Collection SubaccountAccount, (ii) repay Advances Outstanding (together with any Breakage Fees Fees, Hedge Breakage Costs and all accrued and unpaid costs and expenses of the Administrative Agent, the Lender Agents and the Lenders, in each case in respect of the amount so prepaid), (iii) to the extent such sales, in conjunction with other actions, eliminate such Borrowing Base Deficiency, sell Eligible Loan Assets in accordance with Section 2.07, or (iv) during subject to the Revolving Periodapproval of the Administrative Agent, in its sole discretion, Pledge additional Eligible Loan AssetsAssets and/or (v) request that the Assigned Value of any Loan Asset be re-evaluated by the Administrative Agent in its sole discretion and any such revaluation is sufficient to cure the Borrowing Base Deficiency; provided, that if the Borrower requests to Pledge another Eligible Loan Asset within five Business Days of such Borrowing Base Deficiency and the Administrative Agent does not either reject such Loan Asset or approve such Loan Asset within five Business Days of the Borrower’s request to Pledge such Loan Asset, then the Administrative Agent may, in its sole discretion, elect in writing to extend the five Business Day grace period set forth in this Section 2.06 for up to seven Business Days. (b) No later than 2:00 p.m. on the Business Day prior to the proposed repayment of Advances Outstanding or Pledge of additional Eligible Loan Assets pursuant to Section 2.06(a), ) the Borrower (or the Servicer on its behalf) shall deliver (i) to the Administrative Agent and Lender Agents (with a copy to the Collateral Agent, the Collateral Administrator Agent and the Collateral Custodian), notice of such repayment or Pledge and a duly completed Borrowing Base Certificate, updated to the date such repayment or Pledge is being made and giving pro forma effect to such repayment or Pledge, and (ii) to the Administrative Agent, if applicable, a description of any Eligible Loan Asset and each Obligor of such Eligible Loan Asset to be Pledged and added to the updated Loan Asset ScheduleTape. Any Failure to deliver any such notice pertaining to any repayment or any Pledge shall not affect the cure of the Borrowing Base Deficiency made pursuant to this Section 2.06 shall be irrevocable2.06(a). (c) Until Notwithstanding anything in this Agreement to the contrary, (i) the failure of any representation or covenant that a Loan Asset is an Eligible Loan Asset and all failures arising therefrom shall be cured by compliance with the Borrower with the terms of this Section 2.06 and (ii) any untrue statement contained in any certification, statement or other document shall be deemed cured as of the date of such time as untrue statement upon delivery (within the applicable timeframe set forth in the applicable provision herein pursuant to which such certification, statement or other document was required to be delivered) by the Borrower or the Servicer of a certification, statement or document wherein the same subject matter is not untrue; provided that no default hereunder (other than a breach of any representation or covenant resulting from such untrue statement) can be cured pursuant to this clause (c); provided, further, that the delivery of any updated certification, statement or other document shall not cure any underlying Borrowing Base Deficiency has been cured in full and no other Event of Default or Unmatured Event of Default has occurred and is continuing, unless the Borrower shall not request has otherwise complied with the right to transfer (by sale, dividend, distribution or otherwise), and the Administrative Agent and Collateral Agent shall not grant the release terms of Lien or the transfer of any Eligible Loan Asset from the Collateral Portfoliothis Section 2.06.

Borrowing Base Deficiency Payments. (a) In addition to any other obligation of the Borrower to cure any Borrowing Base Deficiency pursuant to the terms of this Agreement, if, on any day prior to the Collection Date, any Borrowing Base Deficiency exists, then the Borrower may shall, within five Business Days from the date of such Borrowing Base Deficiency, eliminate such Borrowing Base Deficiency in its entirety by effecting one or more (or any combination thereof) of the following actions in order to eliminate such Borrowing Base Deficiency as of such date of determination: (i) deposit cash in United States dollars Dollars into the Principal Collection SubaccountAccount or Unfunded Exposure Account in the amount necessary to eliminate such Borrowing Base Deficiency, (ii) repay Advances Outstanding (together with any Breakage Fees and all accrued and unpaid costs and expenses of the Administrative Agent, the Lender Agents Agent and the LendersLender, in each case in respect of the amount so prepaid)) in the amount necessary to eliminate such Borrowing Base Deficiency, and/or (iii) sell Eligible Loan Assets in accordance with Section 2.07, or (iv) during transfer to the Revolving Period, Pledge Borrower pursuant to the terms of the Purchase and Sale Agreement additional Eligible Loan Assets. (b) No later than 2:00 p.m. on the Business Day prior to the proposed repayment of Advances Outstanding or Pledge transfer to the Borrower pursuant to the terms of the Purchase and Sale Agreement of additional Eligible Loan Assets pursuant to Section 2.06(a), the Borrower (or the Servicer on its behalf) shall deliver (i) to the Administrative Agent and Lender Agents (with a copy to the Collateral Agent, the Collateral Administrator Agent and the Collateral Custodian), notice of such repayment or Pledge transfer and a duly completed Borrowing Base Certificate, updated to the date such repayment or Pledge transfer is being made and giving pro forma effect to such repayment or Pledgetransfer, and (ii) to the Administrative Agent, if applicable, a description of any Eligible Loan Asset and each Obligor of such Eligible Loan Asset to be Pledged transferred to the Borrower and added to the updated Loan Asset Schedule. Any notice pertaining to any repayment or any Pledge transfer pursuant to this Section 2.06 shall be irrevocable. (c) Until such time as any Borrowing Base Deficiency has been cured in full and no other Event of Default or Unmatured Event of Default has occurred and is continuing, the Borrower shall not request the right to transfer (by sale, dividend, distribution or otherwise), and the Administrative Agent and Collateral Agent shall not grant the release of Lien or the transfer of any Eligible Loan Asset from the Collateral Portfolio.

Borrowing Base Deficiency Payments. (a) In addition to any other obligation of the Borrower to cure any Borrowing Base Deficiency pursuant to the terms of this Agreement, if, on any day prior to the Collection Date, any Borrowing Base Deficiency exists, then the Borrower may eliminate shall, within three (3) Business Days from the date of such Borrowing Base Deficiency, cure such Borrowing Base Deficiency in its entirety; provided that, notwithstanding the foregoing, if the Borrower shall provide to the Administrative Agent within three (3) Business Days of the occurrence of such Borrowing Base Deficiency a plan, acceptable to the Administrative Agent in its sole discretion, enabling such Borrowing Base Deficiency to be eliminated in its entirety within a time period established in such plan (which period shall in no case extend beyond the immediately succeeding Payment Date), such Borrowing Base Deficiency shall not constitute an Event of Default; provided, further, that during the period of time that such event remains unremedied, (i) no additional Advances will be made under this Agreement, (ii) any payments required to be made by the Borrower on a Payment Date shall be made under Section 2.04(c) and (iii) the Applicable Spread shall be equal to 4.50% per annum for all Advances. A Borrowing Base Deficiency may be remedied by effecting one or more (or any combination thereof) of the following actions in order to eliminate such Borrowing Base Deficiency as of such date of determination: (i) deposit cash in United States dollars Dollars into the Principal Collection SubaccountAccount, (ii) repay Advances Outstanding (together with any Breakage Fees and all accrued and unpaid costs and expenses of the Administrative Agent, the Lender Agents and the Lenders, in each case in respect of the amount so prepaid), and/or (iii) sell Eligible Loan Assets subject to the approval of the Administrative Agent, in accordance with Section 2.07, or (iv) during the Revolving Periodits sole discretion, Pledge additional Eligible Loan Assets. The Administrative Agent shall use all commercially reasonable efforts to respond to any approval request in a timely manner. (b) No later than 2:00 p.m. on the Business Day prior to the proposed repayment of Advances or Pledge of additional Eligible Loan Assets pursuant to Section 2.06(a), the Borrower (or the Servicer on its behalf) shall deliver (i) to the Administrative Agent and Lender Agents (with a copy to the Collateral Agent, the Collateral Administrator Agent and the Collateral Custodian), notice of such repayment or Pledge and a duly completed Borrowing Base Certificate, updated to the date such repayment or Pledge is being made and giving pro forma effect to such repayment or Pledge, and (ii) to the Administrative Agent, if applicable, a description of any Eligible Loan Asset and each Obligor of such Eligible Loan Asset to be Pledged and added to the updated Loan Asset ScheduleTape. Any notice pertaining to any repayment or any Pledge pursuant to this Section 2.06 shall be irrevocable. (c) Until such time as any Borrowing Base Deficiency has been cured in full and no other Event of Default or Unmatured Event of Default has occurred and is continuing, the Borrower shall not request the right to transfer (by sale, dividend, distribution or otherwise), and the Administrative Agent and Collateral Agent shall not grant the release of Lien or the transfer of any Eligible Loan Asset from the Collateral Portfolio.

Borrowing Base Deficiency Payments. (a) In addition to any other obligation of the Borrower to cure any Borrowing Base Deficiency pursuant to the terms of this Agreement, if, on any day prior to the Collection Date, any Borrowing Base Deficiency exists, then the Borrower may shall have either (i) three (3) Business Days or (ii) to the extent that (x) the Borrower shall provide to the Administrative Agent within five (5) Business Days of the occurrence of such Borrowing Base Deficiency a plan, acceptable to the Administrative Agent in its sole discretion and (y) no Material Modification specified in clause (f) of the definition thereof occurred within five (5) Business Days of the occurrence of such Borrowing Base Deficiency, seven (7) Business Days (which period shall (A) include the five (5) Business Days permitted for delivery of such plan and (B) in no case extend beyond the immediately succeeding Payment Date) to eliminate such Borrowing Base Deficiency in its entirety by effecting one or more (or any combination thereof) of the following actions in order to eliminate such Borrowing Base Deficiency as of such date of determination: (i) deposit cash in United States dollars Dollars or the applicable Eligible Currency into the Principal Collection SubaccountAccount, (ii) repay Advances (together with any Breakage Fees Fees, any Hedge Breakage Costs and all accrued and unpaid costs and expenses of the Administrative Agent, the Lender Agents Agent and the Lenders, in each case in respect of the amount so prepaid), and/or (iii) sell Eligible Loan Assets subject to the approval of the Agent, in accordance with Section 2.07, or its sole discretion (iv) during and the Revolving PeriodAgent shall use reasonable efforts to give such approval in a timely fashion), Pledge additional Eligible Loan AssetsLoans; provided that the amount of any reduction of a Borrowing Base Deficiency pursuant to any such Pledge shall be the Adjusted Balance of such Eligible Loans. (b) No later than 2:00 p.m. p.m. (i) on the Business Day of the proposed repayment of Advances and (ii) on the Business Day prior to the proposed repayment of Advances or Pledge of additional Eligible Loan Assets Loans, in each case pursuant to Section 2.06(a2.22(a), the Borrower (or the Servicer on its behalf) shall deliver (ix) to the Administrative Agent and Lender Agents (with a copy to the Collateral Agent, the Collateral Administrator Trustee and the Collateral Custodian), notice of such repayment or Pledge and a duly completed Borrowing Base Certificate, updated to the date such repayment or Pledge is being made and giving pro forma effect to such repayment or Pledge, and (iiy) to the Administrative Agent, if applicable, a description of any Eligible Loan Asset and each Obligor of such Eligible Loan Asset to be Pledged and added to the updated Loan Asset ScheduleTape. Any notice pertaining to any repayment or any Pledge pursuant to this Section 2.06 2.22 shall be irrevocable. (c) Until such time as any Borrowing Base Deficiency has been cured in full and no other Event of Default or Unmatured Event of Default has occurred and is continuing, the Borrower shall not request the right to transfer (by sale, dividend, distribution or otherwise), and the Administrative Agent and Collateral Agent shall not grant the release of Lien or the transfer of any Eligible Loan Asset from the Collateral Portfolio.

Borrowing Base Deficiency Payments. (a) In addition to any other obligation of the Borrower to cure any Borrowing Base Deficiency pursuant to the terms of this Agreement, if, on any day prior to the Collection Date, any Borrowing Base Deficiency exists, then the Borrower may shall, within five Business Days from the date of such Borrowing Base Deficiency, eliminate such Borrowing Base Deficiency in its entirety by effecting one or more (or any combination thereof) of the following actions in order to eliminate such Borrowing Base Deficiency as of such date of determination: (i) deposit cash in United States dollars into the Principal Collection SubaccountAccount, (ii) repay Advances Outstanding (together with any Breakage Fees Fees, Hedge Breakage Costs and all accrued and unpaid costs and expenses of the Administrative Agent, the Lender Agents and the Lenders, in each case in respect of the amount so prepaid), and/or (iii) sell Eligible Loan Assets subject to the approval of the Administrative Agent, in accordance with Section 2.07, or (iv) during the Revolving Periodits sole discretion, Pledge additional Eligible Loan Assets; provided, that if the Borrower requests to Pledge another Eligible Loan Asset within five Business Days of such Borrowing Base Deficiency and the Administrative Agent does not either reject such Loan Asset or approve such Loan Asset within five Business Days of the Borrower’s request to Pledge such Loan Asset, then the Administrative Agent may, in its sole discretion, elect in writing to extend the five Business Day grace period set forth in this Section 2.06 for up to seven Business Days. (b) No later than 2:00 p.m. on the Business Day prior to the proposed repayment of Advances Outstanding or Pledge of additional Eligible Loan Assets pursuant to Section 2.06(a), the Borrower (or the Servicer on its behalf) shall deliver (i) to the Administrative Agent and Lender Agents (with a copy to the Collateral Agent, the Collateral Administrator Agent and the Collateral Custodian), ) notice of such repayment or Pledge and a duly completed Borrowing Base Certificate, updated to the date such repayment or Pledge is being made and giving pro forma effect to such repayment or Pledge, and (ii) to the Administrative Agent, if applicable, a description of any Eligible Loan Asset and each Obligor of such Eligible Loan Asset to be Pledged and added to the updated Loan Asset ScheduleTape. Any notice pertaining to any repayment or any Pledge pursuant to this Section 2.06 shall be irrevocable. (c) Until such time as any Borrowing Base Deficiency has been cured in full and no other Event of Default or Unmatured Event of Default has occurred and is continuing, the Borrower shall not request the right to transfer (by sale, dividend, distribution or otherwise), and the Administrative Agent and Collateral Agent shall not grant the release of Lien or the transfer of any Eligible Loan Asset from the Collateral Portfolio.

Borrowing Base Deficiency Payments. (a) In addition to and without limitation of any other obligation of the Borrower to cure any Borrowing Base Deficiency pursuant to the terms of this Agreement, if, on any day prior to the Collection Date, any Date that a Borrowing Base Deficiency exists, then the Borrower may may, within five (5) Business Days from the date of such Borrowing Base Deficiency, eliminate such Borrowing Base Deficiency in its entirety by effecting one or more (or any combination thereof) of the following actions in order to eliminate such Borrowing Base Deficiency as of such date of determination: (i) deposit cash in United States dollars Dollars into the Principal Collection SubaccountAccount, (ii) repay Advances Outstanding (together with any Breakage Fees breakage costs and all accrued and unpaid costs and expenses of the Administrative Agent, the Lender Agents Facility Agent and the Lenders, in each case in respect of the amount so prepaid), (iii) sell Eligible Loan Assets or otherwise transfer Loans in accordance with Section 2.07, or the terms of this Agreement and/or (iv) during subject to the Revolving Periodapproval of the Facility Agent in its sole discretion, Pledge additional Eligible Loan AssetsLoans and/or Permitted Investments; provided that, if the Borrower (or the Servicer on behalf of the Borrower) shall have delivered a Cure Notice within five (5) Business Days from the date of such Borrowing Base Deficiency, then the five (5) Business Day grace period hereunder shall be extended to twelve (12) Business Days. (b) No later than 2:00 p.m. on the Business Day prior to the proposed repayment of Advances Outstanding or Pledge of additional Eligible Loan Assets Loans pursuant to Section 2.06(a), the Borrower (or the Servicer and/or the Equityholder on its behalfbehalf of the Borrower, as applicable) shall deliver (i) to the Administrative Facility Agent and Lender Agents (with a copy to the Collateral Agent, the Collateral Administrator Agent and the Collateral Custodian), ) notice of such repayment or Pledge and a duly completed Borrowing Base Certificate, updated to as of the date such repayment or Pledge is being made and giving pro forma effect to such repayment or Pledge, and (ii) to the Administrative Facility Agent, if applicable, a description of any Eligible Loan Asset and each Obligor of such Eligible Loan Asset to be Pledged and added to the updated Loan Asset ScheduleTape. Any notice pertaining to any cure, repayment or any Pledge pursuant to this Section 2.06 shall be irrevocable. (c) Until such time as any Borrowing Base Deficiency has been cured in full and no other Event of Default or Unmatured Event of Default has occurred and is continuing, the Borrower shall not request the right to transfer (by sale, dividend, distribution or otherwise), and the Administrative Agent and Collateral Agent shall not grant the release of Lien or the transfer of any Eligible Loan Asset from the Collateral Portfolio.

Borrowing Base Deficiency Payments. (a) In addition to any other obligation of the Borrower to cure any Borrowing Base Deficiency pursuant to the terms of this Agreement, if, If on any day prior to the Collection Date, any Borrowing Base Deficiency exists, then the Borrower may shall, within five Business Days from the earlier of (x) the date of the Borrower or the Transferor acquiring knowledge of such failure and (y) the date of the Borrower or the Transferor receives written notice of such failure from the Administrative Agent, eliminate such Borrowing Base Deficiency in its entirety by effecting one or more (or any combination thereofof items (i), (ii) or (iii) below) of the following actions in order to eliminate such Borrowing Base Deficiency as of such date of determinationDeficiency: (i) deposit cash in United States dollars into the Principal Collection SubaccountAccount and/or Unfunded Exposure Account, (ii) repay Advances Outstanding (together with any Breakage Fees and all accrued and unpaid costs and expenses of the Administrative Agent, the Lender Agents Agent and the Lenders, in each case in respect of the amount so prepaidprepaid (it being understood that any accrued Yield with respect to such repaid Advances Outstanding shall be due and payable on the Payment Date immediately following such repayment)), and (iii) sell Eligible Loan Assets subject to the approval of the Administrative Agent, in accordance with Section 2.07, or (iv) during the Revolving Periodits sole discretion, Pledge additional Eligible Loan AssetsAssets (subject, for each such Eligible Loan Asset (other than a Specified Loan), to receipt of an Approval Notice). (b) No later than 2:00 p.m. on the Business Day prior to the proposed repayment of Advances Outstanding or Pledge of additional Eligible Loan Assets pursuant to Section 2.06(a), ) (including in accordance with the proviso thereto) the Borrower (or the Servicer on its behalf) shall deliver (i) to the Administrative Agent and Lender Agents (with a copy to the Collateral Agent, the Collateral Administrator and the Collateral CustodianAccount Bank), notice of such repayment or Pledge and a duly completed Borrowing Base Certificate, updated to the date such repayment or Pledge is being made and giving pro forma effect to such repayment or Pledge, and (ii) to the Administrative Agent, if applicable, a description of any Eligible Loan Asset and each Obligor of such Eligible Loan Asset to be Pledged and added to the updated Loan Asset ScheduleTape. Any notice pertaining to any repayment or any Pledge pursuant to this Section 2.06 shall be irrevocable. (c) Until such time as any Borrowing Base Deficiency has been cured in full and no other Event of Default or Unmatured Event of Default has occurred and is continuing, the Borrower shall not request the right to transfer (by sale, dividend, distribution or otherwise), and the Administrative Agent and Collateral Agent shall not grant the release of Lien or the transfer of any Eligible Loan Asset from the Collateral Portfolio.

Borrowing Base Deficiency Payments. (a) In addition to any other obligation of the Borrower to cure any Borrowing Base Deficiency pursuant to the terms of this Agreement, if, on any day prior to the Collection Date, any Borrowing Base Deficiency exists, then the Borrower may shall eliminate such Borrowing Base Deficiency in its entirety within three (3) Business Days (or such later date as agreed to by the Administrative Agent in its sole discretion) (or, in the case of sub-clause (vi) below, within the time period set forth in Section 2.06(c)) by effecting one or more (or any combination thereof) of the following actions in order to eliminate such Borrowing Base Deficiency as of such date of determination: (i) deposit cash in United States dollars Dollars into the Principal Collection Subaccount, (ii) repay Advances Outstanding (together with any Breakage Fees and all accrued and unpaid costs and expenses of the Administrative Agent, the Lender Agents and the Lenders, in each case in respect of the amount so prepaid), (iii) to the extent such sales, in conjunction with other actions, would eliminate such Borrowing Base Deficiency, sell Eligible Loan Assets in accordance with Section 2.07; provided that any such sales shall have settled within five (5) Business Days, or (iv) during the Revolving Period, Pledge Grant additional Eligible Loan Assets that are Specified Loan Assets, (v) subject to the approval of the Administrative Agent (other than in the case of Specified Loan Assets), in its sole discretion, Grant additional Eligible Loan Assets or (vi) delivery of an Equity Cure Notice (subject to the requirements set forth in Section 2.06(c)). (b) No later than 2:00 p.m. on the Business Day prior to the proposed repayment of Advances Outstanding or Pledge Grant of additional Eligible Loan Assets pursuant to Section 2.06(a), the Borrower (or the Servicer on its behalf) shall deliver (i) to the Administrative Agent and Lender Agents (with a copy to the Collateral AgentAdministrator, the Collateral Administrator Agent and the Collateral Custodian), ) notice of such repayment or Pledge Grant and a duly completed Borrowing Base Certificate, updated to the date such repayment or Pledge Grant is being made and giving pro forma effect to such repayment or PledgeGrant, and (ii) to the Administrative Agent, if applicable, a description of any Eligible Loan Asset and each Obligor of such Eligible Loan Asset to be Pledged Granted and added to the an updated Loan Asset Schedule. Any notice pertaining to any repayment or any Pledge Grant pursuant to this Section 2.06 shall be irrevocableirrevocable by the Borrower. (c) Until such time as any The Borrower may cure a Borrowing Base Deficiency has been cured in full and no other Event of Default or Unmatured Event of Default has occurred and is continuing, the Borrower shall not request the right pursuant to transfer (Section 2.06(a)(vi) by sale, dividend, distribution or otherwise), and delivering a notice to the Administrative Agent and Collateral Agent shall not grant within three (3) Business Days of the release of Lien Borrower obtaining knowledge or the transfer of any Eligible Loan Asset receiving written notice from the Collateral PortfolioAdministrative Agent of such Borrowing Base Deficiency (such notice, an “Equity Cure Notice”), subject to the following requirements: (i) such Equity Cure Notice sets forth evidence reasonably satisfactory to the Administrative Agent that (A) the Transferor has rights pursuant to its Constituent Documents to call capital or otherwise has unrestricted access to capital in an aggregate amount sufficient to cure such Borrowing Base Deficiency; (B) the Transferor has made a capital call or otherwise has sufficient cash on hand in an aggregate amount sufficient to cure such Borrowing Base Deficiency and (C) the Transferor intends to contribute such funds to the Borrower; and (ii) the amount necessary to cure such Borrowing Base Deficiency is contributed from the Transferor to the Borrower in immediately available funds, and such amount shall be applied by the Borrower to eliminate such Borrowing Base Deficiency, in each case, within ten (10) Business Days of the date such Equity Cure Notice is delivered to the Administrative Agent.

Borrowing Base Deficiency Payments. (a) In addition to any other obligation of the Borrower to cure any Borrowing Base Deficiency pursuant to the terms of this Agreement, if, on any day prior to the Collection Date, any Borrowing Base Deficiency exists, then the Borrower may eliminate shall, within two (2) Business Days (such date, the "Borrowing Base Deficiency in its entirety by effecting Response Date") elect one or more (or any combination thereof) of the following actions in order to eliminate such Borrowing Base Deficiency as of such date of determinationDeficiency: (i) deposit cash in United States dollars Dollars into the Principal Collection Subaccount, (ii) repay Advances Outstanding, (together with any Breakage Fees and all accrued and unpaid costs and expenses iii) subject to the approval of the Administrative Agent, the Lender Agents and the Lendersin its sole discretion, in each case in respect Grant additional Eligible Loan Assets (including, pursuant to a contribution to capital of the amount so prepaidBorrower from any holder of Equity Interests in the Borrower); provided that such contribution of Eligible Loan Assets settles within ten (10) days after such contribution, (iiiiv) enter into commitments to purchase additional Eligible Loan Assets to the extent acceptable to the Administrative Agent in its sole discretion; provided that the Borrower shall Grant such additional Eligible Loan Assets to the Collateral Agent not later ten (10) days after entering into such commitments and/or (v) enter into commitments to sell certain Eligible Loan Assets in accordance with Section 2.07, or ; provided that (ivA) during the Revolving Period, Pledge additional such Eligible Loan AssetsAssets shall not be sold for less than the Assigned Value therefor unless otherwise approved by the Administrative Agent, in its sole discretion and (B) such sale settles within ten (10) Business Days after the related trade date. (b) No later than 2:00 p.m. on the Business Day prior to the proposed repayment of Advances or Pledge of additional Eligible Loan Assets pursuant to Section 2.06(a)a Borrowing Base Deficiency Response Date, the Borrower (or the Servicer Portfolio Manager on its behalf) shall deliver (i) to the Administrative Agent and Lender Agents (with a copy to the Collateral Agent, the Collateral Administrator Agent and the Collateral Custodian)) (i) notice that such date is a Borrowing Base Deficiency Response Date of the action being taken on such Borrowing Base Deficiency Response Date, notice of such repayment or Pledge and together with a duly completed Borrowing Base Certificate, updated to the Certificate as of such date such repayment or Pledge is being made and giving pro forma effect to all actions being taken on such repayment or Pledgedate to cure the related Borrowing Base Deficiency, and (ii) if the Borrower intends to the Administrative Agentsell an Eligible Loan Asset, if applicable, a statement to such effect and a description of any Eligible Loan Asset and each Obligor of such Eligible Loan Asset to be Pledged sold and, if the Borrower intends to purchase an Eligible Loan Asset, the items required pursuant to Section 3.04 and added (iii) to the updated Loan Asset ScheduleAdministrative Agent, if applicable, evidence satisfactory to the Administrative Agent in its sole discretion of the applicable purchase or sale. Any notice pertaining to any repayment pursuant to this Section 2.06(a) shall be irrevocable and the Borrower shall deposit cash in Dollars into the Principal Collection Subaccount by 5:00 p.m. on the related Borrowing Base Deficiency Response Date. Any notice pertaining to any purchase or any Pledge sale pursuant to this Section 2.06 shall be irrevocable. (c) Until such time as ; provided that, if any purchase or sale of an Eligible Loan Asset fails to settle within the period specified in Section 2.06(a), the Borrower may deposit cash into the Principal Collection Subaccount in an amount necessary to cure the related Borrowing Base Deficiency has been cured in full and no other Event by the earlier of Default or Unmatured Event of Default has occurred and is continuing, (x) the date on which the Borrower shall has knowledge that such purchase or sale will not request settle or (y) the right to transfer (by last day of the period specified in Section 2.06(a) for such purchase or sale, dividend, distribution or otherwise), and the Administrative Agent and Collateral Agent shall not grant the release of Lien or the transfer of any Eligible Loan Asset from the Collateral Portfolio.

Borrowing Base Deficiency Payments. (a) In addition to any other obligation of the Borrower to cure any Borrowing Base Deficiency pursuant to the terms of this Agreement, if, on any day prior to the Collection Date, any Borrowing Base Deficiency exists, then the Borrower may shall, within five Business Days from the date of such Borrowing Base Deficiency, eliminate such Borrowing Base Deficiency in its entirety by effecting one or more (or any combination thereof) of the following actions in order to eliminate such Borrowing Base Deficiency as of such date of determination: (i) deposit cash in United States dollars into the Principal Collection SubaccountAccount, (ii) repay Advances (together with any Breakage Fees Fees, any Hedge Breakage Costs and all accrued and unpaid costs and expenses of the Administrative Agent, the Lender Agents Agent and the Lenders, in each case in respect of the amount so prepaid), and/or (iii) sell Eligible Loan Assets subject to the approval of the Agent, in accordance with Section 2.07, or its sole discretion (iv) during and the Revolving PeriodAgent shall use reasonable efforts to give such approval in a timely fashion), Pledge additional Eligible Loan Assets. (b) No later than 2:00 p.m. on the Business Day prior to the proposed repayment of Advances or Pledge of additional Eligible Loan Assets pursuant to Section 2.06(a), the Borrower (or the Servicer on its behalf) shall deliver (i) to the Administrative Agent and Lender Agents (with a copy to the Collateral Agent, the Collateral Administrator USActive 52762757.1552762757.22 58 Trustee and the Collateral Custodian), notice of such repayment or Pledge and a duly completed Borrowing Base Certificate, updated to the date such repayment or Pledge is being made and giving pro forma effect to such repayment or Pledge, and (ii) to the Administrative Agent, if applicable, a description of any Eligible Loan Asset and each Obligor of such Eligible Loan Asset to be Pledged and added to the updated Loan Asset Schedule. Any notice pertaining to any repayment or any Pledge pursuant to this Section 2.06 shall be irrevocable. (c) Until such time as any Borrowing Base Deficiency has been cured in full and no other Event of Default or Unmatured Event of Default has occurred and is continuing, the Borrower shall not request the right to transfer (by sale, dividend, distribution or otherwise), and the Administrative Agent and Collateral Agent shall not grant the release of Lien or the transfer of any Eligible Loan Asset from the Collateral Portfolio.

Borrowing Base Deficiency Payments. (a) In addition to any other obligation of the Borrower to cure any Borrowing Base Deficiency pursuant to the terms of this Agreement, if, If on any day prior to the Collection Date, any Borrowing Base Deficiency exists, then the Borrower may shall, within five Business Days from the earlier of (x) the date of the Borrower or the Transferor acquiring knowledge of such failure and (y) the date of the Borrower or the Transferor receives written notice of such failure from the Administrative Agent, eliminate such Borrowing Base Deficiency in its entirety by effecting one or more (or any combination thereofof items (i), (ii) or (iii) below) of the following actions in order to eliminate such Borrowing Base Deficiency as of such date of determinationDeficiency: (i) deposit cash in United States dollars into the Principal Collection SubaccountAccount and/or Unfunded Exposure Account, (ii) repay Advances Outstanding (together with any Breakage Fees and all accrued and unpaid costs and expenses of the Administrative Agent, the Lender Agents Agent and the Lenders, in each case in respect of the amount so prepaidprepaid (it being understood that any accrued Yield with respect to such repaid Advances Outstanding shall be due and payable on the Payment Date immediately following such repayment)), and (iii) sell Eligible Loan Assets subject to the approval of the Administrative Agent, in accordance with Section 2.07, or (iv) during the Revolving Periodits sole discretion, Pledge additional Eligible Loan AssetsAssets (subject, for each such Eligible Loan Asset (other than a Specified Loan), to receipt of an Approval Notice). (b) No later than 2:00 p.m. on the Business Day prior to the proposed repayment of Advances Outstanding or Pledge of additional Eligible Loan Assets pursuant to AmericasActive:18709990.5 Section 2.06(a), ) (including in accordance with the proviso thereto) the Borrower (or the Servicer on its behalf) shall deliver (i) to the Administrative Agent and Lender Agents (with a copy to the Collateral Agent, the Collateral Administrator and the Collateral CustodianAccount Bank), notice of such repayment or Pledge and a duly completed Borrowing Base Certificate, updated to the date such repayment or Pledge is being made and giving pro forma effect to such repayment or Pledge, and (ii) to the Administrative Agent, if applicable, a description of any Eligible Loan Asset and each Obligor of such Eligible Loan Asset to be Pledged and added to the updated Loan Asset ScheduleTape. Any notice pertaining to any repayment or any Pledge pursuant to this Section 2.06 shall be irrevocable. (c) Until such time as any Borrowing Base Deficiency has been cured in full and no other Event of Default or Unmatured Event of Default has occurred and is continuing, the Borrower shall not request the right to transfer (by sale, dividend, distribution or otherwise), and the Administrative Agent and Collateral Agent shall not grant the release of Lien or the transfer of any Eligible Loan Asset from the Collateral Portfolio.

Borrowing Base Deficiency Payments. (a) In addition to any other obligation of the Borrower to cure any Borrowing Base Deficiency pursuant to the terms of this Agreement, ifIf, on any day prior to the Collection Date, any Borrowing Base Deficiency exists, then the Borrower may shall eliminate such Borrowing Base Deficiency in its entirety within three (3) Business Days after the Borrower has actual knowledge or has received notice thereof from the Administrative Agent (or such later date as agreed to by the Administrative Agent in its sole discretion) by effecting one or more (or any combination thereof) of the following actions in order to eliminate such Borrowing Base Deficiency as of such date of determination: (i) deposit cash in United States dollars Dollars into the Principal Collection Subaccount, (ii) repay Advances Outstanding (together with any Breakage Fees and all accrued and unpaid costs and expenses of the Administrative Agent, the Lender Agents and the Lenders, in each case in respect of the amount so prepaid), (iii) subject to the approval of the Administrative Agent (other than in the case of Specified Loan Assets), in its sole discretion, Xxxxx additional Eligible Loan Assets, (iv) enter into commitments to sell certain Eligible Loan Assets in accordance with Section 2.07, or and/or (ivv) during deliver an Equity Cure Notice pursuant to Section 2.06(c) (and after delivery of such Equity Cure Notice, the Revolving Period, Pledge additional Eligible Loan AssetsBorrower shall eliminate such Borrowing Base Deficiency in accordance with such Section 2.06(c)). (b) No later than 2:00 p.m. on the Business Day prior to the proposed repayment of Advances Outstanding or Pledge Grant of additional Eligible Loan Assets pursuant to Section 2.06(a), the Borrower (or the Servicer on its behalf) shall deliver (i) to the Administrative Agent and Lender Agents (with a copy to the Collateral Agent, the Collateral Administrator Agent and the Collateral Custodian), ) notice of such repayment or Pledge Grant and a duly completed Borrowing Base Certificate, updated to the date such repayment or Pledge Grant is being made and giving pro forma effect to such repayment or PledgeGrant, and (ii) to the Administrative Agent, if applicable, a description of any Eligible Loan Asset and each Obligor of such Eligible Loan Asset to be Pledged Granted and added to the an updated Loan Asset Schedule. Any notice pertaining to any repayment or any Pledge Grant pursuant to this Section 2.06 shall be irrevocable. (c) Until such time as any The Borrower may cure a Borrowing Base Deficiency pursuant to Section 2.06(a)(v) by delivering a notice to the Administrative Agent within three (3) Business Days after such Borrowing Base Deficiency (such notice, an “Equity Cure Notice”) and subject to the following requirements: (i) such Equity Cure Notice sets forth evidence substantially in the form of Exhibit P and reasonably satisfactory to the Administrative Agent that (A) the Transferor has been cured rights pursuant to its Constituent Documents to request capital from its equityholder(s) in full and no an aggregate amount sufficient to cure such Borrowing Base Deficiency (in combination with the other Event of Default or Unmatured Event of Default cures thereof permitted under Section 2.06(a)) (after taking into account any other cure options available to the Borrower), (B) the Transferor has occurred and is continuing, the Borrower shall not made a capital request the right to transfer (by sale, dividend, distribution or otherwiseits equityholder(s), and its equityholder(s) have irrevocably agreed to contribute such capital, in an aggregate amount sufficient to cure such Borrowing Base Deficiency (in combination with the other cures thereof permitted under Section 2.06(a)), and (C) the Transferor intends to contribute such funds to the Borrower in the form of an additional capital contribution; and (ii) the amount necessary to cure such Borrowing Base Deficiency (in combination with the other cures thereof permitted under Section 2.06(a)) is contributed from the Transferor to the Borrower in immediately available funds, and such amount shall be applied by the Borrower to cure such Borrowing Base Deficiency (in combination with the other cures thereof permitted under Section 2.06(a)) within ten (10) Business Days of the date such Equity Cure Notice is delivered to the Administrative Agent and Collateral Agent shall not grant the release of Lien or the transfer of any Eligible Loan Asset from the Collateral PortfolioAgent.

Borrowing Base Deficiency Payments. (a) In addition to any other obligation of the Borrower to cure any Borrowing Base Deficiency pursuant to the terms of this Agreement, ifIf, on any day prior to the Collection Date, any Borrowing Base Deficiency exists, then the Borrower may shall eliminate such Borrowing Base Deficiency in its entirety within three (3) Business Days (or such longer period as set forth herein) of the Borrower receiving written notice from the Administrative Agent of such Borrowing Base Deficiency by effecting one or more (or any combination thereof) of the following actions in order to eliminate such Borrowing Base Deficiency as of such date of determination: (i) deposit cash in United States dollars Dollars into the Principal Collection Subaccount, (ii) repay Advances Outstanding (together with any Breakage Fees and all accrued and unpaid costs and expenses of the Administrative Agent, the Lender Agents and the Lenders, in each case in respect of the amount so prepaid), (iii) to the extent such sales, in conjunction with other actions, eliminated such Borrowing Base Deficiency, sell Eligible Loan Assets in accordance with Section 2.07, or (iv) during the Revolving Period, Pledge Grant (or arrange for one or more Securitization Subsidiaries to Grant) additional Eligible Loan AssetsAssets and/or (v) delivery of an Equity Cure Notice (subject to the requirements set forth in Section 2.06(c)); provided that, if the Borrower requests to Grant (or arrange for one or more Securitization Subsidiaries to Grant) another Eligible Loan Asset within three Business Days of such Borrowing Base Deficiency and the Administrative Agent, in its sole and absolute discretion, does not either reject such Loan Asset or approve such Loan Asset within three Business Days of the Borrowe’s request to Grant (or arrange for one or more Securitization Subsidiaries to Grant) such Loan Asset, then the Administrative Agent may, in its sole and absolute discretion, elect in writing to extend the three Business Day grace period set forth in this Section 2.06. (b) No later than 2:00 4:00 p.m. on the Business Day prior to of the proposed repayment of Advances Outstanding or Pledge Grant of additional Eligible Loan Assets pursuant to Section 2.06(a), the Borrower (or the Servicer on its behalf) shall deliver (i) to the Administrative Agent and Lender Agents (with a copy to the Collateral Agent, the Collateral Administrator Agent and the Collateral Custodian), ) notice of such repayment or Pledge Grant and a duly completed Borrowing Base Certificate, updated to the date such repayment or Pledge Grant is being made and giving pro forma effect to such repayment or PledgeGrant, and (ii) to the Administrative Agent, if applicable, a description of any Eligible Loan Asset and each Obligor of such Eligible Loan Asset to be Pledged Granted and added to the an updated Loan Asset Schedule. Any Failure to deliver any such notice pertaining to any repayment or any Pledge shall not affect the cure of the Borrowing Base Deficiency made pursuant to this Section 2.06 shall be irrevocable2.06(a). (c) Until such time as any The Borrower may cure a Borrowing Base Deficiency has been cured in full and no other Event of Default or Unmatured Event of Default has occurred and is continuing, the Borrower shall not request the right pursuant to transfer (Section 2.06(a)(iv) by sale, dividend, distribution or otherwise), and delivering a notice to the Administrative Agent within three (3) Business Days after such Borrowing Base Deficiency (such notice, an “Equity Cure Notice”), subject to the following requirements: (i) Such Equity Cure Notice sets forth evidence reasonably satisfactory to the Administrative Agent that the Originator has arranged for funds to be made available to the Borrower in an aggregate amount sufficient to cure such Borrowing Base Deficiency (which funds may be raised in connection with such means as is available to the applicable Affiliates of the Originator); and (ii) The amount necessary to cure such Borrowing Base Deficiency is contributed to the Borrower in immediately available funds, and Collateral Agent such amount shall not grant be applied by the release Borrower to eliminate such Borrowing Base Deficiency, in each case, within ten (10) Business Days of Lien or the transfer of any Eligible Loan Asset from date such Equity Cure Notice is delivered to the Collateral PortfolioAdministrative Agent.

Borrowing Base Deficiency Payments. (a) In addition to any other obligation of the Borrower to cure any Borrowing Base Deficiency pursuant to the terms of this Agreement, ifIf, on any day prior to the Collection Facility Termination Date, any (I) a Borrowing Base Deficiency exists(other than a Specified Borrowing Base Breach or an Excepted Borrowing Base Breach) exists or the Minimum Equity Condition is not satisfied, then the Borrower may eliminate or the Servicer on behalf of the Borrower shall, upon the Borrower receivingreceipt of written notice from the Facility Agent or obtaining knowledge thereof, either (i) cure such Borrowing Base Deficiency or failure to satisfy the Minimum Equity Condition within twothree (23) Business Days by: (w) depositing cash in its entirety by effecting one or more Dollars (or any combination thereofthe equivalent in Dollars in another Eligible Currency, as determined by the Servicer using the Applicable Conversion Rate on such date) of the following actions in order to eliminate such Borrowing Base Deficiency as of such date of determination: (i) deposit cash in United States dollars into the Principal Collection SubaccountAccount, (iix) repay repaying Advances Outstanding (together with any Breakage Fees and all accrued and unpaid costs and expenses of the Administrative Agent, the Lender Agents and the Lenders, in each case fees in respect of the amount so prepaid; provided that, available amounts in any Eligible Currency may be applied to the repayment of Advances Outstanding in another Eligible Currency if the Servicer directs the Collateral Custodian to convert such amounts (using the Applicable Conversion Rate) into the Eligible Currency applicable to each such Advance subject to repayment pursuant to this clause (x), (iiiy) sell Eligible Loan Assets to the extent such sales, in conjunction with other actions, eliminate such Borrowing Base Deficiency or satisfy the Minimum Equity Condition, selling Loans in accordance with Section 2.07, 9.34 and/or (z) selling additional Eligible Collateral Obligations in accordance with Section 9.34 (or any combination of the foregoing) or (ivii) during if no Cure Notice has been delivered within the Revolving Periodprevious six (6) calendar months, Pledge (x) within twothree (23) Business Days deliver a Cure Notice and (y) cure such Borrowing Base Deficiency or failure to satisfy the Minimum Equity Condition within fiveseven (57) Business Days or (II) a Specified Borrowing Base Breach exists, then the Borrower shall, upon the Borrower receiving written notice from the Facility Agent or obtaining knowledge thereof, cure such Specified Borrowing Base Breach within 90 calendar days by: (w) depositing cash in Dollars (or the equivalent in Dollars in another Eligible Currency, as determined by the Servicer using the Applicable Conversion Rate on such date) into the Principal Collection Account, (x) repaying Advances Outstanding (together with any fees in respect of the amount so prepaid; provided that, available amounts in any Eligible Currency may be applied to the repayment of Advances Outstanding in another Eligible Currency if the Servicer directs the Collateral Custodian to convert such amounts (using the Applicable Conversion Rate) into the Eligible Currency applicable to each such Advance subject to repayment pursuant to this clause (x), (y) to the extent such sales, in conjunction with other actions, eliminate such Borrowing Base Deficiency or satisfy the Minimum Equity Condition, selling Loans in accordance with Section 9.34 and/or (z) selling additional Eligible Loan AssetsCollateral Obligations in accordance with Section 9.34 (or any combination of the foregoing). (b) No later than 2:00 p.m. on the Business Day prior to of the proposed repayment of Advances Outstanding or Pledge sale of additional Eligible Loan Assets Collateral Obligations pursuant to Section 2.06(a2.10(a), the Borrower (or the Servicer on its behalf) shall deliver (i) to the Administrative Facility Agent and Lender Agents (with a copy to the Collateral Agent, the Collateral Administrator Agent and the Collateral Custodian), ) notice of such repayment or Pledge sale and a duly completed Borrowing Base Certificate, updated to the date such repayment or Pledge sale is being made and giving pro forma effect to such repayment or Pledgesale, and (ii) to the Administrative Facility Agent, if applicable, a description of any Eligible Loan Asset Collateral Obligation and each Obligor of such Eligible Loan Asset Collateral Obligation to be Pledged sold and added to the an updated Loan Asset Collateral Obligation Schedule. Any Failure to deliver any such notice pertaining to any repayment or any Pledge pursuant to this Section 2.06 shall be irrevocable. (c) Until such time as any not affect the satisfaction of the cure of the Borrowing Base Deficiency has been cured in full and no other Event of Default or Unmatured Event of Default has occurred and is continuing, the Borrower shall not request the right made pursuant to transfer (by sale, dividend, distribution or otherwiseSection 2.10(a), and the Administrative Agent and Collateral Agent shall not grant the release of Lien or the transfer of any Eligible Loan Asset from the Collateral Portfolio.

Borrowing Base Deficiency Payments. (a) In addition to any other obligation of the Borrower to cure any Borrowing Base Deficiency pursuant to the terms of this Agreement, if, on any day prior to the Collection Date, any Borrowing Base Deficiency exists, then then, subject to clauses (c) and (d) below, the Borrower may shall eliminate such Borrowing Base Deficiency in its entirety within two (2) Business Days by effecting one or more (or any combination thereof) of the following actions in order to eliminate such Borrowing Base Deficiency as of such date of determination: (i) deposit cash in United States dollars Dollars into the Principal Collection Subaccount, (ii) repay Advances Outstanding (together with any Breakage Fees and all accrued and unpaid costs and expenses of the Administrative Agent, the Lender Agents and the Lenders, in each case in respect of the amount so prepaid), and/or (iii) sell Eligible Loan Assets subject to the approval of the Administrative Agent, in accordance with Section 2.07its sole discretion, or (iv) during the Revolving Period, Pledge Xxxxx additional Eligible Loan Assets. (b) No later than 2:00 5:30 p.m. on the Business Day prior to the proposed repayment of Advances Outstanding or Pledge Grant of additional Eligible Loan Assets pursuant to Section 2.06(a), the Borrower (or the Servicer on its behalf) shall deliver (i) to the Administrative Agent and Lender Agents (with a copy to the Collateral Agent, the Collateral Administrator Agent and the Collateral Custodian), ) notice of such repayment or Pledge Grant and a duly completed Borrowing Base Certificate, updated to the date such repayment or Pledge Grant is being made and giving pro forma effect to such repayment or PledgeGrant, and (ii) to the Administrative Agent, if applicable, a description of any Eligible Loan Asset and each Obligor of such Eligible Loan Asset to be Pledged Granted and added to the an updated Loan Asset Schedule. Any notice pertaining to any repayment or any Pledge Grant pursuant to this Section 2.06 shall be irrevocable. (c) Until such time as On any day prior to the Facility Maturity Date, if a Specified Borrowing Base Deficiency has been cured in full and no other Event of Default or Unmatured Event of Default has occurred and is continuingexists, the Borrower shall (subject to the last sentence of this Section 2.06(c)) eliminate such Specified Borrowing Base Deficiency in its entirety within sixty (60) calendar days of the occurrence of such Specified Borrowing Base Deficiency by effecting one or more (or any combination thereof) of the following actions in order to eliminate such Specified Borrowing Base Deficiency as of such date of determination: (i) deposit cash in Dollars into the Principal Collection Subaccount, (ii) repay Advances Outstanding (together with any Breakage Fees in respect of the amount so prepaid) (including in the case of a Specified Borrowing Base Deficiency pursuant to clause (ii) of the definition thereof, repaying Advances in the applicable currency in which the Borrowing Base Test is not request the right to transfer (by sale, dividend, distribution or otherwisesatisfied), (iii) subject to the approval of the Administrative Agent, in its sole discretion, Grant additional Eligible Loan Assets and/or (iv) to the extent such sales, in conjunction with other actions, eliminated such Borrowing Base Deficiency, sell Loan Assets in accordance with Section 2.07. If, at any time prior to the Facility Maturity Date, there exists three or more separate but concurrent Specified Borrowing Base Deficiencies, the Borrower shall eliminate all such Specified Borrowing Base Deficiencies that occur on or after the third Specified Borrowing Base Deficiency by the date that is no later than sixty (60) calendar days after the occurrence of the third Specified Borrowing Base Deficiency; provided that once all such concurrent Specified Borrowing Base Deficiencies are eliminated, the applicable period of time allowed to eliminate future Specified Borrowing Base Deficiencies specified in the first sentence of this Section 2.06(c) shall apply, unless, at any time, there exists three or more new separate but concurrent Specified Borrowing Base Deficiencies. (d) On any day prior to the Facility Maturity Date, if a Borrowing Base Deficiency that is not a Specified Borrowing Base Deficiency exists, and within the timeframe set forth in clause (a) above the Borrower reduces the amount of such Borrowing Base Deficiency pursuant to any of the actions specified in clause (a) such that it meets the definition of “Specified Borrowing Base Deficiency,” then the provisions of clause (c) shall apply and the Administrative Agent Borrower shall be permitted to eliminate the remainder of such Borrowing Base Deficiency within the timeframe permitted and Collateral Agent shall not grant the release of Lien or the transfer of any Eligible Loan Asset from the Collateral Portfolioas otherwise provided in clause (c) as if it were a Specified Borrowing Base Deficiency for all purposes hereunder.

Borrowing Base Deficiency Payments. (a) In addition to any other obligation of the Borrower to cure any Borrowing Base Deficiency pursuant to the terms of this Agreement, if, on any day prior to the Collection Datedate on which the aggregate outstanding principal amount of the Advances outstanding have been repaid in full and all other Obligations have been paid in full, any Borrowing Base Deficiency exists, then the Borrower may shall eliminate such Borrowing Base Deficiency in its entirety within three (3) Business Days of the earlier of (x) the Borrower acquiring knowledge of such Borrowing Base Deficiency and (y) the Borrower receiving written notice from the Administrative Agent of such Borrowing Base Deficiency by effecting one or more (or any combination thereof) of the following actions in order to eliminate such Borrowing Base Deficiency as of such date of determination: (i) deposit cash in United States U.S. dollars into as principal collections in the Principal Collection SubaccountCustodial Account (or any subaccount thereof), (ii) repay Advances outstanding and/or (together with any Breakage Fees and all accrued and unpaid costs and expenses iii) subject to the approval of the Administrative Agent, in its sole discretion, Grant additional Warehouse Assets. For the Lender Agents and avoidance of doubt, the LendersBorrower may cure a Borrowing Base Deficiency using any combination of clauses (i), in each case in respect of the amount so prepaid(ii), (iii) sell Eligible Loan Assets in accordance with Section 2.07, or and (iv) during the Revolving Period, Pledge additional Eligible Loan Assetsabove. (b) No later than 2:00 p.m. on the Business Day prior to the proposed repayment of Advances outstanding or Pledge Grant of additional Eligible Loan Warehouse Assets pursuant to Section 2.06(a2.09(a), the Borrower (or the Servicer Warehouse Collateral Manager on its behalf) shall deliver (i) to the Administrative Agent and Lender Agents (with a copy to the Collateral Agent, the Collateral Administrator and the Collateral Custodian), ) notice of such repayment or Pledge Grant and a duly completed Borrowing Base Certificate, updated to the date such repayment or Pledge Grant is being made and giving pro forma effect to such repayment or PledgeGrant, and (ii) to the Administrative Agent, if applicable, a description of any Eligible Loan Warehouse Asset and each Obligor of such Eligible Loan Warehouse Asset to be Pledged Granted and added to the an updated Loan Warehouse Asset Schedule. Any notice pertaining to any repayment or any Pledge Grant pursuant to this Section 2.06 2.10 shall be irrevocable. (c) Until such time as any Borrowing Base Deficiency has been cured in full and no other Event of Default or Unmatured Event of Default has occurred and is continuing, the Borrower shall not request the right to transfer (by sale, dividend, distribution or otherwise), and the Administrative Agent and Collateral Agent shall not grant the release of Lien or the transfer of any Eligible Loan Asset from the Collateral Portfolio.

Borrowing Base Deficiency Payments. USActive 55125247.5 66 (a) In addition to any other obligation of the Borrower to cure any Borrowing Base Deficiency pursuant to the terms of this Agreement, ifIf, on any day prior to the Collection Date, any Borrowing Base Deficiency existsexists at such time, then the Borrower may shall eliminate such Borrowing Base Deficiency in its entirety within two (2) Business Days after the Borrower has actual knowledge or has received notice thereof by effecting one or more (or any combination thereof) of the following actions in order to eliminate such Borrowing Base Deficiency as of such date of determination: (i) deposit cash in United States dollars Dollars into the Principal Collection Subaccount, (ii) repay Advances Outstanding (together with any Breakage Fees and all accrued and unpaid costs and expenses of the Administrative Agent, the Lender Agents and the Lenders, in each case in respect of the amount so prepaid), (iii) Grant additional Eligible Loan Assets (including Interest Collections with respect thereto), which Eligible Loan Assets must be satisfactory to the Administrative Agent in its sole discretion, (iv) enter into commitments to sell certain Eligible Loan Assets in accordance with Section 2.07, or ; provided that (ivA) during the Revolving Period, Pledge additional such Eligible Loan AssetsAssets shall not be sold for less than the Assigned Value therefor unless otherwise approved by the Administrative Agent in its sole discretion and (B) such sale shall settle no later than twelve (12) Business Days after the occurrence of such Borrowing Base Deficiency and/or (v) deliver an Equity Cure Notice pursuant to Section 2.06(c) (and after delivery of such Equity Cure Notice, the Borrower shall eliminate such Borrowing Base Deficiency in accordance with such Section 2.06(c)). (b) No later than 2:00 3:00 p.m. on the Business Day prior to the proposed repayment of Advances Outstanding or Pledge Grant of additional Eligible Loan Assets pursuant to Section 2.06(a), the Borrower (or the Servicer on its behalf) shall deliver (i) to the Administrative Agent and Lender Agents (with a copy to the Collateral Agent, the Collateral Administrator Agent and the Collateral Custodian), ) notice of such repayment or Pledge Grant and a duly completed Borrowing Base Certificate, updated to the date such repayment or Pledge Grant is being made and giving pro forma effect to such repayment or PledgeGrant, and (ii) to the Administrative Agent, if applicable, a description of any Eligible Loan Asset and each Obligor of such Eligible Loan Asset to be Pledged Granted and added to the an updated Loan Asset Schedule. Any notice pertaining to any repayment or any Pledge Grant pursuant to this Section 2.06 shall be irrevocablerevocable by the Borrower (x) not later than 3:00 p.m. two (2) Business Days before such prepayment was scheduled to take place, and (y) only to the extent that such prepayment notice states that such prepayment was conditioned upon the effectiveness of some other event not subject to the control of the Borrower, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition to prepayment is not or will not be satisfied. (c) Until such time as any The Borrower may cure a Borrowing Base Deficiency has been cured in full and no other Event of Default pursuant to Section 2.06(a)(v) or Unmatured Event of Default has occurred and is continuing, failure to satisfy the Borrower shall not request the right Financial Covenant Test by delivering a notice to transfer (by sale, dividend, distribution or otherwise), and the Administrative Agent within two (2) Business Days after such Borrowing Base Deficiency or failure to satisfy the Financial Covenant Test (such notice, an "Equity Cure Notice") and Collateral subject to the following requirements: (i) such Equity Cure Notice sets forth evidence reasonably satisfactory to the Administrative Agent that (A) the Transferor has rights pursuant to its Constituent Documents to request capital from its equityholder in an aggregate amount sufficient to cure such Borrowing Base Deficiency (in combination with the other cures thereof permitted under Section 2.06(a)) or failure to satisfy the Financial Covenant Test (after taking into account any other cure options available to the Borrower), (B) the Transferor has made a capital request to its equityholder, and its equityholder has irrevocably agreed to contribute such capital, in an aggregate amount sufficient to cure such Borrowing USActive 55125247.5 67 Base Deficiency (in combination with the other cures thereof permitted under Section 2.06(a)) or failure to satisfy the Financial Covenant Test and (C) in the case of a Borrowing Base Deficiency, the Transferor intends to contribute such funds to the Borrower in the form of an additional capital contribution; (ii) in the case of a Borrowing Base Deficiency, the amount necessary to cure such Borrowing Base Deficiency (in combination with the other cures thereof permitted under Section 2.06(a)) is contributed from the Transferor to the Borrower in immediately available funds, and such amount shall not grant be applied by the release Borrower to cure such Borrowing Base Deficiency (in combination with the other cures thereof permitted under Section 2.06(a)) within ten (10) Business Days of Lien the date such Equity Cure Notice is delivered to the Administrative Agent; provided that, if a Borrowing Base Deficiency results from the assignment of a revised Assigned Value determined after a Valuation Agent Dispute, then the amount necessary to cure such Borrowing Base Deficiency shall be applied by the Borrower to cure such Borrowing Base Deficiency within a number of Business Days from the date such Equity Cure Notice is delivered to the Administrative Agent equal to the sum of (a) two (2) and (b) if an AVF Valuation is obtained in fewer than ten (10) Business Days, the number of Business Days by which ten (10) Business Days exceeds the number of Business Days between the date on which the Administrative Agent assigned the Agent Re-Valuation or the transfer of any Eligible Loan Asset from Agent Revalued Assigned Value (as applicable) and the Collateral Portfoliodate on which the AVF Valuation was obtained; and (iii) no other Equity Cure Notice has been delivered within the previous two (2) calendar months.

Borrowing Base Deficiency Payments. (a) In addition to any other obligation of the Borrower to cure any Borrowing Base Deficiency pursuant to the terms of this Agreement, if, on any day prior to the Collection Date, any Borrowing Base Deficiency exists, then then, subject to clauses (c) and (d) below, the Borrower may shall eliminate such Borrowing Base Deficiency in its entirety within two (2) Business Days by effecting one or more (or any combination thereof) of the following actions in order to eliminate such Borrowing Base Deficiency as of such date of determination: (i) deposit cash in United States dollars Dollars into the Principal Collection Subaccount, (ii) repay Advances Outstanding (together with any Breakage Fees and all accrued and unpaid costs and expenses of the Administrative Agent, the Lender Agents and the Lenders, in each case in respect of the amount so prepaid), and/or (iii) sell Eligible Loan Assets subject to the approval of the Administrative Agent, in accordance with Section 2.07its sole discretion, or (iv) during the Revolving Period, Pledge Grant additional Eligible Loan Assets. (b) No later than 2:00 5:30 p.m. on the Business Day prior to the proposed repayment of Advances Outstanding or Pledge Grant of additional Eligible Loan Assets pursuant to Section 2.06(a), the Borrower (or the Servicer on its behalf) shall deliver (i) to the Administrative Agent and Lender Agents (with a copy to the Collateral Agent, the Collateral Administrator Agent and the Collateral Custodian), ) notice of such repayment or Pledge Grant and a duly completed Borrowing Base Certificate, updated to the date such repayment or Pledge Grant is being made and giving pro forma effect to such repayment or PledgeGrant, and (ii) to the Administrative Agent, if applicable, a description of any Eligible Loan Asset and each Obligor of such Eligible Loan Asset to be Pledged Granted and added to the an updated Loan Asset Schedule. Any notice pertaining to any repayment or any Pledge Grant pursuant to this Section 2.06 shall be irrevocable. (c) Until such time as On any day prior to the Facility Maturity Date, if a Specified Borrowing Base Deficiency has been cured in full and no other Event of Default or Unmatured Event of Default has occurred and is continuingexists, the Borrower shall (subject to the last sentence of this Section 2.06(c)) eliminate such Specified Borrowing Base Deficiency in its entirety within sixty (60) calendar days of the occurrence of such Specified Borrowing Base Deficiency by effecting one or more (or any combination thereof) of the following actions in order to eliminate such Specified Borrowing Base Deficiency as of such date of determination: (i) deposit cash in Dollars into the Principal Collection Subaccount, (ii) repay Advances Outstanding (together with any Breakage Fees in respect of the amount so prepaid) (including in the case of a Specified Borrowing Base Deficiency pursuant to clause (ii) of the definition thereof, repaying Advances in the applicable currency in which the Borrowing Base Test is not request the right to transfer (by sale, dividend, distribution or otherwisesatisfied), (iii) subject to the approval of the Administrative Agent, in its sole discretion, Grant additional Eligible Loan Assets and/or (iv) to the extent such sales, in conjunction with other actions, eliminated such Borrowing Base Deficiency, sell Loan Assets in accordance with Section 2.07. If, at any time prior to the Facility Maturity Date, there exists three or more separate but concurrent Specified Borrowing Base Deficiencies, the Borrower shall eliminate all such Specified Borrowing Base Deficiencies that occur on or after the third Specified Borrowing Base Deficiency by the date that is no later than sixty (60) calendar days after the occurrence of the third Specified Borrowing Base Deficiency; provided that once all such concurrent Specified Borrowing Base Deficiencies are eliminated, the applicable period of time allowed to eliminate future Specified Borrowing Base Deficiencies specified in the first sentence of this Section 2.06(c) shall apply, unless, at any time, there exists three or more new separate but concurrent Specified Borrowing Base Deficiencies. (d) On any day prior to the Facility Maturity Date, if a Borrowing Base Deficiency that is not a Specified Borrowing Base Deficiency exists, and within the timeframe set forth in clause (a) above the Borrower reduces the amount of such Borrowing Base Deficiency pursuant to any of the actions specified in clause (a) such that it meets the definition of “Specified Borrowing Base Deficiency,” then the provisions of clause (c) shall apply and the Administrative Agent Borrower shall be permitted to eliminate the remainder of such Borrowing Base Deficiency within the timeframe permitted and Collateral Agent shall not grant the release of Lien or the transfer of any Eligible Loan Asset from the Collateral Portfolioas otherwise provided in clause (c) as if it were a Specified Borrowing Base Deficiency for all purposes hereunder.

Borrowing Base Deficiency Payments. (a) In addition to any other obligation of the Borrower to cure any Borrowing Base Deficiency pursuant to the terms of this Agreement, ifIf, on any day prior to the Collection Date, any Borrowing Base Deficiency existsexists (other than as specified in clause (d) below), then the Borrower may shall eliminate such Borrowing Base Deficiency in its entirety within three (3) Business Days (or such longer period as set forth herein) of the Borrower receiving written notice from the Administrative Agent of such Borrowing Base Deficiency by effecting one or more (or any combination thereof) of the following actions in order to eliminate such Borrowing Base Deficiency as of such date of determination: (i) deposit cash in United States dollars Dollars into the Principal Collection Subaccount, (ii) repay Advances Outstanding (together with any Breakage Fees and all accrued and unpaid costs and expenses of the Administrative Agent, the Lender Agents and the Lenders, in each case in respect of the amount so prepaid), (iii) to the extent such sales, in conjunction with other actions, eliminated such Borrowing Base Deficiency, sell Eligible Loan Assets in accordance with Section 2.07, or (iv) during the Revolving Period, Pledge Grant (or arrange for one or more Securitization Subsidiaries to Grant) additional Eligible Loan AssetsAssets and/or (v) delivery of an Equity Cure Notice (subject to the requirements set forth in Section 2.06(c)); provided that, if the Borrower requests to Grant (or arrange for one or more Securitization Subsidiaries to Grant) another Eligible Loan Asset within three Business Days of such Borrowing Base Deficiency and the Administrative Agent, in its sole and absolute discretion, does not either reject such Loan Asset or approve such Loan Asset within three Business Days of the Borrower’s request to Grant (or arrange for one or more Securitization Subsidiaries to Grant) such Loan Asset, then the Administrative Agent may, in its sole and absolute discretion, elect in writing to extend the three Business Day grace period set forth in this Section 2.06. (b) No later than 2:00 4:00 p.m. on the Business Day prior to of the proposed repayment of Advances Outstanding or Pledge Grant of additional Eligible Loan Assets pursuant to Section 2.06(a), the Borrower (or the Servicer on its behalf) shall deliver (i) to the Administrative Agent and Lender Agents (with a copy to the Collateral Agent, the Collateral Administrator Agent and the Collateral Custodian), ) notice of such repayment or Pledge Grant and a duly completed Borrowing Base Certificate, updated to the date such repayment or Pledge Grant is being made and giving pro forma effect to such repayment or PledgeGrant, and (ii) to the Administrative Agent, if applicable, a description of any Eligible Loan Asset and each Obligor of such Eligible Loan Asset to be Pledged Granted and added to the an updated Loan Asset Schedule. Any Failure to deliver any such notice pertaining to any repayment or any Pledge shall not affect the cure of the Borrowing Base Deficiency made pursuant to this Section 2.06 shall be irrevocable2.06(a). (c) Until The Borrower may cure a Borrowing Base Deficiency pursuant to Section 2.06(a)(iv) by delivering a notice to the Administrative Agent within three (3) Business Days after such Borrowing Base Deficiency (such notice, an “Equity Cure Notice”), subject to the following requirements: (i) Such Equity Cure Notice sets forth evidence reasonably satisfactory to the Administrative Agent that the Originator has arranged for funds to be made available to the Borrower in an aggregate amount sufficient to cure such Borrowing Base Deficiency (which funds may be raised in connection with such means as is available to the applicable Affiliates of the Originator); and (ii) The amount necessary to cure such Borrowing Base Deficiency is contributed to the Borrower in immediately available funds, and such amount shall be applied by the Borrower to eliminate such Borrowing Base Deficiency, in each case, within ten (10) Business Days of the date such Equity Cure Notice is delivered to the Administrative Agent. (d) Notwithstanding anything to the contrary set forth in clause (a) above, if a Borrowing Base Deficiency exists on the last day of the Specified Period and (i) if such Borrowing Base Deficiency is in an amount less than or equal to $7,500,000, then such Borrowing Base Deficiency will not be required to be cured within three (3) Business Days pursuant to clause (a) above and, as of any Payment Date during such time as the Borrowing Base Deficiency is not cured pursuant to the terms of clause (a) above, Interest Collections and Principal Collections shall be used to pay down Advances Outstanding in accordance with Section 2.04(a)(v) and Section 2.04(b)(iii)(A) (in addition to any other combination of cure mechanisms applied by the Borrower as set forth in clause (a) above) until the earlier of (x) the expiration of the Post-Specified Period and (y) the date on which such deficiency is cured; and (ii) if such Borrowing Base Deficiency is in an amount greater than $7,500,000, the Borrower shall, within three (3) Business Days of the last day of the Specified Period, cure such deficiency (using any combination of cure mechanisms applied by the Borrower as set forth in clause (a) above) until the Borrowing Base Deficiency is less than or equal to $7,500,000 (and any failure to effectuate such cure shall be deemed to be an Event of Default pursuant to Section 7.01(j)), after which, as of any Payment Date during such time as the Borrowing Base Deficiency is not cured pursuant to the terms of clause (a) above, Interest Collections and Principal Collections shall be used to pay down Advances Outstanding in accordance with Section 2.04(a)(vi) and Section 2.04(b)(ii)(A) (in addition to any other combination of cure mechanisms applied by the Borrower as set forth in clause (a) above), until the earlier of (x) the expiration of the Post-Specified Period and (y) the date on which such deficiency is cured. If a Borrowing Base Deficiency exists on any date of determination during the Post-Specified Period and such Borrowing Base Deficiency is greater than the Borrowing Base Deficiency in existence on the previous date of determination (any such increase in Borrowing Base Deficiency, a “Borrowing Base Deficiency Increase”), it shall be an Event of Default pursuant to Section 7.01(j) if such Borrowing Base Deficiency has not been cured reduced in full accordance with the provisions set forth in clauses (a), (b) and no other (c) above by an amount equal to or greater than the applicable Borrowing Base Deficiency Increase within three (3) Business Days of such later date of determination. If a Borrowing Base Deficiency exists after the expiration of the Post-Specified Period, it shall be an Event of Default or Unmatured Event of Default pursuant to Section 7.01(j) if it has occurred and is continuing, not been remedied in accordance with the Borrower shall not request the right to transfer provisions set forth in clauses (by sale, dividend, distribution or otherwisea), (b) and the Administrative Agent and Collateral Agent shall not grant the release of Lien or the transfer of any Eligible Loan Asset from the Collateral Portfolio(c) above.

Borrowing Base Deficiency Payments. (a) In addition to any other obligation of the Borrower to cure any Borrowing Base Deficiency pursuant to the terms of this Agreement, if, on any day prior to the Collection Date, any Borrowing Base Deficiency exists, then the Borrower may shall, within three Business Days from the date of such Borrowing Base Deficiency, eliminate such Borrowing Base Deficiency in its entirety by effecting one or more (or any combination thereof) of the following actions in order to eliminate such Borrowing Base Deficiency as of such date of determination: (i) deposit cash in United States dollars into the Principal Collection SubaccountAccount, (ii) repay Advances Outstanding (together with any Breakage Fees Fees, Hedge Breakage Costs and all accrued and unpaid costs and expenses of the Administrative Agent, the Lender Agents and the Lenders, in each case in respect of the amount so prepaid), and/or (iii) sell Eligible Loan Assets subject to the approval of the Administrative Agent, in accordance with Section 2.07, or (iv) during the Revolving Periodits sole discretion, Pledge additional Eligible Loan Assets; provided, that if the Borrower requests to Pledge another Eligible Loan Asset within one Business Day of such Borrowing Base Deficiency and the Administrative Agent does not either reject such Loan Asset or approve such Loan Asset within one Business Day of the Borrower’s request to Pledge such Loan Asset, then the Administrative Agent may, in its sole discretion, elect in writing to extend the three Business Day grace period set forth in this Section 2.06 for up to seven Business Days. (b) No later than 2:00 p.m. on the Business Day prior to the proposed repayment of Advances Outstanding or Pledge of additional Eligible Loan Assets pursuant to Section 2.06(a), the Borrower (or the Servicer on its behalf) shall deliver (i) to the Administrative Agent and Lender Agents (with a copy to the Collateral Agent, the Collateral Administrator Agent and the Collateral Custodian), notice of such repayment or Pledge and a duly completed Borrowing Base Certificate, updated to the date such repayment or Pledge is being made and giving pro forma effect to such repayment or Pledge, and (ii) to the Administrative Agent, if applicable, a description of any Eligible Loan Asset and each Obligor of such Eligible Loan Asset to be Pledged and added to the updated Loan Asset Schedule. Any notice pertaining to any repayment or any Pledge pursuant to this Section 2.06 shall be irrevocable. (c) Until such time as any Borrowing Base Deficiency has been cured in full and no other Event of Default or Unmatured Event of Default has occurred and is continuing, the Borrower shall not request the right to transfer (by sale, dividend, distribution or otherwise), and the Administrative Agent and Collateral Agent shall not grant the release of Lien or the transfer of any Eligible Loan Asset from the Collateral Portfolio.

Borrowing Base Deficiency Payments. (a) In addition to any other obligation of the Borrower to cure any Borrowing Base Deficiency pursuant to the terms of this Agreement, if, on any day prior to the Collection Date, any Borrowing Base Deficiency exists, then the Borrower may shall, within three Business Days from the date of such Borrowing Base Deficiency, eliminate such Borrowing Base Deficiency in its entirety by effecting one or more (or any combination thereof) of the following actions in order to eliminate such Borrowing Base Deficiency as of such date of determination: (i) deposit cash in United States dollars into the Principal Collection SubaccountAccount, (ii) repay Advances (together with any Breakage Fees Fees, Hedge Breakage Costs and all accrued and unpaid costs and expenses of the Administrative Agent, the Lender Agents and the Lenders, in each case in respect of the amount so prepaid), and/or (iii) sell Eligible Loan Assets subject to the approval of the Administrative Agent, in accordance with Section 2.07, or (iv) during the Revolving Periodits sole discretion, Pledge additional Eligible Loan Assets; provided, that if the Borrower requests to Pledge another Eligible Loan Asset within one Business Day of such Borrowing Base Deficiency and the Administrative Agent does not either reject such Loan Asset or approve such Loan Asset within one Business Day of the Borrower’s request to Pledge such Loan Asset, then the Administrative Agent may, in its sole discretion, elect in writing to extend the three Business Day grace period set forth in this Section 2.06 for up to seven Business Days. (b) No later than 2:00 p.m. on the Business Day prior to the proposed repayment of Advances or Pledge of additional Eligible Loan Assets pursuant to Section 2.06(a), the Borrower (or the Servicer on its behalf) shall deliver (i) to the Administrative Agent and Lender Agents (with a copy to the Collateral Agent, the Collateral Administrator Agent and the Collateral Custodian), notice of such repayment or Pledge and a duly completed Borrowing Base Certificate, updated to the date such repayment or Pledge is being made and giving pro forma effect to such repayment or Pledge, and (ii) to the Administrative Agent, if applicable, a description of any Eligible Loan Asset and each Obligor of such Eligible Loan Asset to be Pledged and added to the updated Loan Asset Schedule. Any notice pertaining to any repayment or any Pledge pursuant to this Section 2.06 shall be irrevocable. (c) Until such time as any Borrowing Base Deficiency has been cured in full and no other Event of Default or Unmatured Event of Default has occurred and is continuing, the Borrower shall not request the right to transfer (by sale, dividend, distribution or otherwise), and the Administrative Agent and Collateral Agent shall not grant the release of Lien or the transfer of any Eligible Loan Asset from the Collateral Portfolio.

Borrowing Base Deficiency Payments. (a) In addition to any other obligation of the Borrower to cure any Borrowing Base Deficiency pursuant to the terms of this Agreement, if, If on any day prior to the Collection Date, any Borrowing Base Deficiency exists, then the Borrower may shall, within five Business Days from the earlier of (x) the date of the Borrower or the Transferor acquiring knowledge of such failure and (y) the date of the Borrower or the Transferor receives written notice of such failure from the Administrative Agent such Borrowing Base Deficiency first exists, eliminate such Borrowing Base Deficiency in its entirety by effecting one or more (or any combination thereofof items (i), (ii), (iii), (iv) or (v) below) of the following actions in order to eliminate such Borrowing Base Deficiency as of such date of determinationDeficiency: (i) deposit cash in United States dollars Dollars into the Principal Collection SubaccountAccount and/or Unfunded Exposure Account, (ii) repay Advances Outstanding (together with any Breakage Fees and all accrued and unpaid costs and expenses of the Administrative Agent, the Lender Agents Agent and the Lenders, in each case in respect of the amount so prepaidprepaid (it being understood that any accrued Yield with respect to such repaid Advances Outstanding shall be due and payable on the Payment Date immediately following such repayment)), (iii) sell Pledge additional Eligible Loan Assets Assets, (iv) subject to the limitations set forth in accordance with Section 7.01(n), provide written notice to the Administrative Agent that the Transferor is coordinating to obtain capital at the Transferor and such capital will be transferred within ten (10) Business Days of such notice to the Administrative Agent (or such other duration as the Administrative Agent approves in its sole discretion) and/or (v) subject to the limitations set forth in Section 2.07, provide notice to the Administrative Agent that the Borrower will sell or (iv) during the Revolving Period, Pledge additional substitute one or more Eligible Loan Assets. (b) No later than 2:00 p.m. on the Business Day prior to the proposed repayment of Advances Outstanding or Pledge of additional Eligible Loan Assets pursuant to Section 2.06(a), ) the Borrower (or the Servicer on its behalf) shall deliver (i) to the Administrative Agent and Lender Agents (with a copy to the Collateral Agent, the Collateral Administrator Agent and the Collateral CustodianAccount Bank), notice of such repayment or Pledge and a duly completed Borrowing Base Certificate, updated to the date such repayment or Pledge is being made and giving pro forma effect to such repayment or Pledge, and (ii) to the Administrative Agent, if applicable, a description of any Eligible Loan Asset and each Obligor of such Eligible Loan Asset to be Pledged and added to the updated Loan Asset ScheduleTape. Any notice pertaining to any repayment or any Pledge pursuant to this Section 2.06 shall be irrevocable. (c) Until such time as any Borrowing Base Deficiency has been cured in full and no other Event of Default or Unmatured Event of Default has occurred and is continuing, the Borrower shall not request the right to transfer (by sale, dividend, distribution or otherwise), and the Administrative Agent and Collateral Agent shall not grant the release of Lien or the transfer of any Eligible Loan Asset from the Collateral Portfolio.

Borrowing Base Deficiency Payments. (a) In addition to any other obligation of the Borrower to cure any Borrowing Base Deficiency pursuant to the terms of this Agreement, if, on any day prior to the Collection Date, any Borrowing Base Deficiency exists, then the Borrower may shall, within 12 Business Days from the earlier of (x) the date of the Borrower acquiring knowledge of such Borrowing Base Deficiency and (y) the date of the Borrower receives written notice of such Borrowing Base Deficiency from the Administrative Agent, eliminate such Borrowing Base Deficiency in its entirety by effecting one or more (or any combination thereof) of the following actions in order to eliminate such Borrowing Base Deficiency as of such date of determination: (i) deposit cash in United States dollars Dollars into the Principal Collection SubaccountAccount and/or the Unfunded Exposure Account in the amount necessary to eliminate such Borrowing Base Deficiency, (ii) repay Advances Outstanding (together with any Breakage Fees and all accrued and unpaid costs and expenses of the Administrative Agent, the Lender Agents Agent and the Lenders, in each case in respect of the amount so prepaid)) in the amount necessary to eliminate such Borrowing Base Deficiency, with such repayment to be applied on a pro rata basis first to the Revolving Advances, until paid in full, and then the Term Advances, and/or (iii) sell Eligible Loan Assets subject to the approval of the Administrative Agent, in accordance with Section 2.07, or (iv) during the Revolving Periodits sole discretion, Pledge additional Eligible Loan AssetsAssets in the amount necessary to eliminate such Borrowing Base Deficiency. If the Administrative Agent does not reply to a request by the Borrower within any time period provided for such a reply pursuant to this Section 2.06(a) and does not inform the Borrower that the Administrative Agent is extending the period for such a reply, such failure to reply shall constitute a denial of such request. (b) No later than 2:00 p.m. on the Business Day prior to the proposed repayment of Advances Outstanding or Pledge of additional Eligible Loan Assets pursuant to Section 2.06(a), (unless waived by the Administrative Agent), the Borrower (or the Servicer on its behalf) shall deliver (i) to the Administrative Agent and Lender Agents (with a copy to the Collateral Agent, the Collateral Administrator Agent and the Collateral Custodian), notice of such repayment or Pledge and a duly completed Borrowing Base Certificate, updated to the date such repayment or Pledge is being made and giving pro forma effect to such repayment or Pledge, and (ii) to the Administrative Agent, if applicable, a description of any Eligible Loan Asset and each Obligor of such Eligible Loan Asset to be Pledged and added to the updated Loan Asset Schedule. Any notice pertaining to any repayment or any Pledge pursuant to this Section 2.06 shall be irrevocable. (c) Until such time as any Borrowing Base Deficiency has been cured in full and no other Event of Default or Unmatured Event of Default has occurred and is continuing, the Borrower shall not request the right to transfer (by sale, dividend, distribution or otherwise), and the Administrative Agent and Collateral Agent shall not grant the release of Lien or the transfer of any Eligible Loan Asset from the Collateral Portfolio.

Borrowing Base Deficiency Payments. (a) In addition to any other obligation of the Borrower to cure any Borrowing Base Deficiency pursuant to the terms of this Agreement, if, on any day prior to the Collection Date, any Borrowing Base Deficiency exists, then the Borrower may shall eliminate such Borrowing Base Deficiency in its entirety within two (2) Business Days (or such later date as agreed to by the Administrative Agent in its sole discretion) by effecting one or more (or any combination thereof) of the following actions in order to eliminate such Borrowing Base Deficiency as of such date of determination: (i) deposit cash in United States dollars Dollars into the Principal Collection Subaccount, (ii) repay Advances Outstanding (together with any Breakage Fees and all accrued and unpaid costs and expenses of the Administrative Agent, the Lender Agents and the Lenders, in each case in respect of the amount so prepaid), (iii) sell Grant additional Eligible Loan Assets in accordance with Section 2.07, or that are Specified Loan Assets and/or (iv) during subject to the Revolving Periodapproval of the Administrative Agent, Pledge in its sole discretion, Grant additional Eligible Loan Assets (other than Specified Loan Assets). (b) No later than 2:00 p.m. on the Business Day prior to the proposed repayment of Advances Outstanding or Pledge Grant of additional Eligible Loan Assets pursuant to Section 2.06(a), the Borrower (or the Servicer on its behalf) shall deliver (i) to the Administrative Agent and Lender Agents (with a copy to the Collateral Agent, the Collateral Administrator Agent and the Collateral Custodian), ) notice of such repayment or Pledge Grant and a duly completed Borrowing Base Certificate, updated to the date such repayment or Pledge Grant is being made and giving pro forma effect to such repayment or PledgeGrant, and (ii) to the Administrative Agent, if applicable, a description of any Eligible Loan Asset and each Obligor of such Eligible Loan Asset to be Pledged Granted and added to the an updated Loan Asset Schedule. Any notice pertaining to any repayment or any Pledge Grant pursuant to this Section 2.06 shall be irrevocable. (c) Until such time as any Borrowing Base Deficiency has been cured in full and no other Event of Default or Unmatured Event of Default has occurred and is continuing, the Borrower shall not request the right to transfer (by sale, dividend, distribution or otherwise), and the Administrative Agent and Collateral Agent shall not grant the release of Lien or the transfer of any Eligible Loan Asset from the Collateral Portfolio.

Borrowing Base Deficiency Payments. (a) In addition to any other obligation of the Borrower to cure any Borrowing Base Deficiency pursuant to the terms of this Agreement, ifIf, on any day prior to the Collection Date, any Borrowing Base Deficiency existsexists at such time, then the Borrower may shall eliminate such Borrowing Base Deficiency in its entirety within two (2) Business Days after the Borrower has actual knowledge or has received notice thereof by effecting one or more (or any combination thereof) of the following actions in order to eliminate such Borrowing Base Deficiency as of such date of determination: (i) deposit cash in United States dollars Dollars into the Principal Collection Subaccount, (ii) repay Advances Outstanding (together with any Breakage Fees and all accrued and unpaid costs and expenses of the Administrative Agent, the Lender Agents and the Lenders, in each case in respect of the amount so prepaid), (iii) Grant additional Eligible Loan Assets (including Interest Collections with respect thereto), which Eligible Loan Assets must be satisfactory to the Administrative Agent in its sole discretion, (iv) enter into commitments to sell certain Eligible Loan Assets in accordance with Section 2.07, or ; provided that (ivA) during the Revolving Period, Pledge additional such Eligible Loan AssetsAssets shall not be sold for less than the Assigned Value therefor unless otherwise approved by the Administrative Agent in its sole discretion and (B) such sale shall settle no later than twelve (12) Business Days after the occurrence of such Borrowing Base Deficiency and/or (v) deliver an Equity Cure Notice pursuant to Section 2.06(c) (and after delivery of such Equity Cure Notice, the Borrower shall eliminate such Borrowing Base Deficiency in accordance with such Section 2.06(c)). (b) No later than 2:00 3:00 p.m. on the Business Day prior to the proposed repayment of Advances Outstanding or Pledge Grant of additional Eligible Loan Assets pursuant to Section 2.06(a), the Borrower (or the Servicer on its behalf) shall deliver (i) to the Administrative Agent and Lender Agents (with a copy to the Collateral Agent, the Collateral Administrator Agent and the Collateral Custodian), ) notice of such repayment or Pledge Grant and a duly completed Borrowing Base Certificate, updated to the date such repayment or Pledge Grant is being made and giving pro forma effect to such repayment or PledgeGrant, and (ii) to the Administrative Agent, if applicable, a description of any Eligible Loan Asset and each Obligor of such Eligible Loan Asset to be Pledged Granted and added to the an updated Loan Asset Schedule. Any notice pertaining to any repayment or any Pledge Grant pursuant to this Section 2.06 shall be irrevocablerevocable by the Borrower (x) not later than 3:00 p.m. USActive 55323723.3 two (2) Business Days before such prepayment was scheduled to take place, and (y) only to the extent that such prepayment notice states that such prepayment was conditioned upon the effectiveness of some other event not subject to the control of the Borrower, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition to prepayment is not or will not be satisfied. (c) Until such time as any The Borrower may cure a Borrowing Base Deficiency has been cured in full and no other Event of Default pursuant to Section 2.06(a)(v) or Unmatured Event of Default has occurred and is continuing, failure to satisfy the Borrower shall not request the right Financial Covenant Test by delivering a notice to transfer (by sale, dividend, distribution or otherwise), and the Administrative Agent within two (2) Business Days after such Borrowing Base Deficiency or failure to satisfy the Financial Covenant Test (such notice, an "Equity Cure Notice") and Collateral subject to the following requirements: (i) such Equity Cure Notice sets forth evidence reasonably satisfactory to the Administrative Agent that (A) the Transferor has rights pursuant to its Constituent Documents to request capital from its equityholder in an aggregate amount sufficient to cure such Borrowing Base Deficiency (in combination with the other cures thereof permitted under Section 2.06(a)) or failure to satisfy the Financial Covenant Test (after taking into account any other cure options available to the Borrower), (B) the Transferor has made a capital request to its equityholder, and its equityholder has irrevocably agreed to contribute such capital, in an aggregate amount sufficient to cure such Borrowing Base Deficiency (in combination with the other cures thereof permitted under Section 2.06(a)) or failure to satisfy the Financial Covenant Test and (C) in the case of a Borrowing Base Deficiency, the Transferor intends to contribute such funds to the Borrower in the form of an additional capital contribution; (ii) in the case of a Borrowing Base Deficiency, the amount necessary to cure such Borrowing Base Deficiency (in combination with the other cures thereof permitted under Section 2.06(a)) is contributed from the Transferor to the Borrower in immediately available funds, and such amount shall not grant be applied by the release Borrower to cure such Borrowing Base Deficiency (in combination with the other cures thereof permitted under Section 2.06(a)) within ten (10) Business Days of Lien the date such Equity Cure Notice is delivered to the Administrative Agent; provided that, if a Borrowing Base Deficiency results from the assignment of a revised Assigned Value determined after a Valuation Agent Dispute, then the amount necessary to cure such Borrowing Base Deficiency shall be applied by the Borrower to cure such Borrowing Base Deficiency within a number of Business Days from the date such Equity Cure Notice is delivered to the Administrative Agent equal to the sum of (a) two (2) and (b) if an AVF Valuation is obtained in fewer than ten (10) Business Days, the number of Business Days by which ten (10) Business Days exceeds the number of Business Days between the date on which the Administrative Agent assigned the Agent Re-Valuation or the transfer of any Eligible Loan Asset from Agent Revalued Assigned Value (as applicable) and the Collateral Portfoliodate on which the AVF Valuation was obtained; and USActive 55323723.3 (iii) no other Equity Cure Notice has been delivered within the previous two (2) calendar months.

Borrowing Base Deficiency Payments. (a) In addition to any other obligation of the Borrower to cure any Borrowing Base Deficiency pursuant to the terms of this Agreement, if, on any day prior to the Collection Date, any Borrowing Base Deficiency exists, then the Borrower may eliminate such Borrowing Base Deficiency in its entirety by effecting one or more (or any combination thereof) of the following actions in order to eliminate such Borrowing Base Deficiency as of such date of determination: (i) deposit cash in United States dollars into the Principal Collection SubaccountAccount, (ii) repay Advances (together with any Breakage Fees and all accrued and unpaid costs and expenses of the Administrative Agent, the Lender Agents and the Lenders, in each case in respect of the amount so prepaid), (iii) sell Eligible Loan Assets in accordance with Section 2.07, or (iv) during subject to the Revolving Periodapproval of the Administrative Agent in its sole discretion, Pledge additional Eligible Loan Assets. The Administrative Agent shall use all commercially reasonable efforts to respond to any such approval request in a timely manner. (b) No later than 2:00 p.m. on the Business Day prior to the proposed repayment of Advances or Pledge of additional Eligible Loan Assets pursuant to Section 2.06(a), the Borrower (or the Servicer on its behalf) shall deliver (i) to the Administrative Agent and Lender Agents (with a copy to the Collateral Agent, the Collateral Administrator Agent and the Collateral Custodian), notice of such repayment or Pledge and a duly completed Borrowing Base Certificate, updated to the date such repayment or Pledge is being made and giving pro forma effect to such repayment or Pledge, and (ii) to the Administrative Agent, if applicable, a description of any Eligible Loan Asset and each Obligor of such Eligible Loan Asset to be Pledged and added to the updated Loan Asset Schedule. Any notice pertaining to any repayment or any Pledge pursuant to this Section 2.06 shall be irrevocable. (c) Until such time as any Borrowing Base Deficiency has been cured in full full, the Borrowing Base Cure Period is not in effect and no other Event of Default or Unmatured Event of Default has occurred and is continuing, the Borrower shall not request the right to transfer (by sale, dividend, distribution or otherwise), and the Administrative Agent and Collateral Agent shall not grant the release of Lien or the transfer of any Eligible Loan Asset (including any Second Lien Loan Asset included in the Borrowing Base during the Borrowing Base Cure Period) from the Collateral Portfolio.

Borrowing Base Deficiency Payments. (a) In addition to any other obligation of the Borrower to cure any Borrowing Base Deficiency pursuant to the terms of this Agreement, if, on any day prior to the Collection Date, any Borrowing Base Deficiency exists, then the Borrower may eliminate shall, within three (3) Business Days from the date of such Borrowing Base Deficiency, cure such Borrowing Base Deficiency in its entirety; provided that, notwithstanding the foregoing, if the Borrower shall provide to the Administrative Agent within three (3) Business Days of the occurrence of such Borrowing Base Deficiency a plan, acceptable to the Administrative Agent in its sole discretion, enabling such Borrowing Base Deficiency to be eliminated in its entirety within a time period established in such plan (which period shall in no case extend beyond the immediately succeeding Payment Date), such Borrowing Base Deficiency shall not constitute an Event of Default; provided, further, that during the period of time that such event remains unremedied, (i) no additional Advances will be made under this Agreement, (ii) any payments required to be made by the Borrower on a Payment Date shall be made under Section 2.04(c) and (iii) the Applicable Spread shall be equal to 4.50% per annum for all Advances. A Borrowing Base Deficiency may be remedied by effecting one or more (or any combination thereof) of the following actions in order to eliminate such Borrowing Base Deficiency as of such date of determination: (i) deposit cash in United States dollars into the Principal Collection SubaccountAccount, (ii) repay Advances Outstanding (together with any Breakage Fees and all accrued and unpaid costs and expenses of the Administrative Agent, the Lender Agents and the Lenders, in each case in respect of the amount so prepaid), and/or (iii) sell Eligible Loan Assets subject to the approval of the Administrative Agent, in accordance with Section 2.07, or (iv) during the Revolving Periodits sole discretion, Pledge additional Eligible Loan Assets. The Administrative Agent shall use all commercially reasonable efforts to respond to any approval request in a timely manner. (b) No later than 2:00 p.m. on the Business Day prior to the proposed repayment of Advances or Pledge of additional Eligible Loan Assets pursuant to Section 2.06(a), the Borrower (or the Servicer on its behalf) shall deliver (i) to the Administrative Agent and Lender Agents (with a copy to the Collateral Agent, the Collateral Administrator Agent and the Collateral Custodian), notice of such repayment or Pledge and a duly completed Borrowing Base Certificate, updated to the date such repayment or Pledge is being made and giving pro forma effect to such repayment or Pledge, and (ii) to the Administrative Agent, if applicable, a description of any Eligible Loan Asset and each Obligor of such Eligible Loan Asset to be Pledged and added to the updated Loan Asset ScheduleTape. Any notice pertaining to any repayment or any Pledge pursuant to this Section 2.06 shall be irrevocable. (c) Until such time as any Borrowing Base Deficiency has been cured in full and no other Event of Default or Unmatured Event of Default has occurred and is continuing, the Borrower shall not request the right to transfer (by sale, dividend, distribution or otherwise), and the Administrative Agent and Collateral Agent shall not grant the release of Lien or the transfer of any Eligible Loan Asset from the Collateral Portfolio.

Borrowing Base Deficiency Payments. (ai) In addition to any other obligation of the Borrower to cure any Borrowing Base Deficiency pursuant to the terms of this Agreement, if, on any day prior to the Collection Date, if any Borrowing Base Deficiency exists, then the Borrower may eliminate such Borrowing Base Deficiency in its entirety by effecting one or more (or any combination thereof) of the following actions in order to eliminate such Borrowing Base Deficiency as of such date of determinationDeficiency: (i) deposit cash in United States dollars into the Principal Collection SubaccountAccount, (ii) repay Advances (together with any Breakage Fees breakage payments pursuant to Section 2.10 and all accrued and unpaid costs and expenses of the Administrative Agent, the Lender Agents and the Lenders, in each case in respect of the amount so prepaid), (iii) sell Eligible Loan Assets Collateral Loans in accordance with Section 2.07Article X, or (iv) during the Revolving Reinvestment Period, Pledge pledge additional Eligible Loan AssetsCollateral Loans as Collateral. (bii) No later than 2:00 p.m. on the Business Day prior to the proposed repayment of Advances or Pledge pledge of additional Eligible Loan Assets Collateral Loans as Collateral pursuant to Section 2.06(a2.05(c)(i), the Borrower (or the Servicer Collateral Manager on its behalf) shall deliver (i) to the Administrative Agent and Lender Agents (with a copy to the Collateral Agent, the Collateral Administrator and the Collateral Custodian), notice of such repayment or Pledge pledge and a duly completed Borrowing Base CertificateCalculation Statement, updated to the date such repayment or Pledge pledge is being made and giving pro forma effect to such repayment or Pledgepledge, and (ii) to the Administrative Agent, if applicable, a description of any Eligible Loan Asset Collateral Loans and each Obligor of such Eligible Collateral Loan Asset to be Pledged and added to the updated Loan Asset Schedule. Any notice pertaining to any repayment or any Pledge pursuant to this Section 2.06 shall be irrevocablepledged. (ciii) Until such time as any Borrowing Base Deficiency has been cured in full and no other Event of Default or Unmatured Event of Default has occurred and is continuing, the Borrower shall not request the right to transfer (by sale, dividend, distribution or otherwise), and the Administrative Agent and Borrower shall not request that the Collateral Agent shall not grant the release of any Lien on, or the transfer of of, any Eligible Collateral Loan Asset from the Collateral, other than (i) any transfer that complies with Section 10.01(a) or (ii) in connection with the settlement of purchases or sales of Collateral PortfolioLoans committed to be acquired or sold by the Borrower prior to the occurrence of such Borrowing Base Deficiency that have not yet settled.