Common use of Borrowing Base Deficiency Payments Clause in Contracts

Borrowing Base Deficiency Payments. (a) 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 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 Dollars into the Principal Collection Account (including, without limitation, cash contributed by the Equityholder), (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) subject to the approval of the Administrative Agent, in its sole discretion, Pledge additional Eligible Loans 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.

Borrowing Base Deficiency Payments. (a) Notwithstanding 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 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), 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 (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 Dollars into the Principal Collection Account (including, without limitation, cash contributed by the Equityholder)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 Fees in respect of the amount so prepaid), (iii) to the extent such sales, in conjunction with other actions, eliminated such Borrowing Base Deficiency, sell Loan Assets in accordance with Section 2.07, (iv) Grant (or arrange for one or more Securitization Subsidiaries to Grant) additional Eligible Loan Assets and/or (v) delivery of an Equity Cure Notice (subject to the approval 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, Pledge additional Eligible Loans 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 does not either reject such Loan Asset or approve such Loan Asset within 3 three Business Days from the date of the occurrence of Borrower’s request to Grant (or arrange for one or more Securitization Subsidiaries to Grant) such Borrowing Base Deficiency and may be by electronic communication) by Loan Asset, then the Administrative Agent may, in its sole and absolute discretion. If , elect in writing to extend the Borrower initiates a Cure Plan three Business Day grace period set forth 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 Deficiencythis Section 2.06.

Borrowing Base Deficiency Payments. (a) Notwithstanding 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 shall, shall within 3 three 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)thereof, 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 Dollars into the Principal Collection Account (including, without limitation, cash contributed by the Equityholder), (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), (ii) sell Eligible Loan Assets in accordance with Section 2.06, or (iii) subject during the Revolving Period, 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 approval Administrative Agent and the Lenders reasonably satisfactory to the Lenders within three Business Days of the Administrative Agentoccurrence of such Borrowing Base Deficiency, in its sole discretion, Pledge additional Eligible Loans and/or any payment due under this Section 2.05(a) shall not be considered due until the date that is the earlier of (ivx) submit a Cure Plan the date that satisfies the requirements of Section 2.06(c) and is approved in writing (which approval must be given within 3 10 Business Days from the date of after the occurrence of such Borrowing Base Deficiency and may be by electronic communication(y) by 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 in its sole discretion. If the Borrower initiates a Cure Plan in accordance with clause (iv) above, then the Borrower must eliminate if any member or partner rejects or otherwise does not agree to fund any such Borrowing Base Deficiency in accordance with such Cure Plan within 10 Business Days from the date of the occurrence of such Borrowing Base Deficiencycapital call.

Borrowing Base Deficiency Payments. (a) Notwithstanding 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 shall, within 3 Business Days upon the Borrower receiving written notice from the date of the occurrence of Facility Agent or obtaining knowledge thereof, either (i) cure such Borrowing Base Deficiency or failure to satisfy the Minimum Equity Condition within two (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), initiating2) one or more (or any combination thereof) 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 Dollars into the Principal Collection Account (including, without limitation, cash contributed by the Equityholder)Account, (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) subject to the approval of the Administrative Agentextent such sales, in its sole discretionconjunction with other actions, Pledge additional Eligible Loans 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 or satisfy the Minimum Equity Condition, selling Loans in accordance with such 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 Plan Notice has been delivered within 10 the previous six (6) calendar months, (x) within two (2) Business Days from the date of the occurrence of deliver a Cure Notice and (y) cure such Borrowing Base DeficiencyDeficiency 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 Collateral Obligations in accordance with Section 9.34 (or any combination of the foregoing).

Borrowing Base Deficiency Payments. (a) Notwithstanding 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 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), shall eliminate such Borrowing Base Deficiency in its entirety within two (2) Business Days 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 Dollars into the Principal Collection Account (including, without limitation, cash contributed by the Equityholder)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 Fees in respect of the amount so prepaid), (iii) subject to the approval of the Administrative Agent, in its sole discretion, Pledge Grant additional Eligible Loans and/or Loan Assets, (iv) submit a deliver an Equity Cure Plan that satisfies the requirements of Notice pursuant to Section 2.06(c) (and is approved in writing (which approval must be given within 3 Business Days from the date of the occurrence after delivery of such Borrowing Base Deficiency and may be by electronic communication) by the Administrative Agent in its sole discretion. If Equity Cure Notice, the Borrower initiates a Cure Plan in accordance with clause (iv) above, then the Borrower must shall eliminate such Borrowing Base Deficiency in accordance with such Cure Plan within 10 Section 2.06(c)) and/or (v) sell Loan Assets in accordance with Section 2.07(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 from the date of 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 (y) an adjustment to the Assigned Value of a Broadly Syndicated Loan, then 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.

Borrowing Base Deficiency Payments. (a) Notwithstanding 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 shall, within 3 three 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)Deficiency, 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 Dollars United States dollars into the Principal Collection Account (including, without limitation, cash contributed by or Unfunded Exposure Account in the Equityholder)amount necessary to eliminate such Borrowing Base Deficiency, (ii) repay Advances Outstanding (together with any Breakage Fees, 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) subject to the approval of the Administrative Agent, in its sole discretion, Pledge additional Eligible Loans and/or (iv) submit a Cure Plan Loan Assets in the amount necessary to eliminate such Borrowing Base Deficiency; provided that satisfies if the requirements of Section 2.06(c) and is approved in writing (which approval must be given Borrower requests to Pledge another Eligible Loan Asset within 3 one Business Days from the date of the occurrence Day of such Borrowing Base Deficiency and may be by electronic communication) by 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 Borrower initiates Administrative Agent does not reply to a Cure Plan in accordance with clause (iv) above, then request by the Borrower must eliminate within any time period provided for such Borrowing Base Deficiency in accordance with 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 Cure Plan within 10 Business Days from the date of the occurrence a reply, such failure to reply shall constitute a denial of such Borrowing Base Deficiencyrequest.

Borrowing Base Deficiency Payments. (a) Notwithstanding 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 shall, within 3 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 (or such longer period as provided below a plan, acceptable to the Administrative Agent in connection with a Cure Plan)its sole discretion, eliminate 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 (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 Dollars into the Principal Collection Account (including, without limitation, cash contributed by the Equityholder)Account, (ii) repay Advances Outstanding (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), and/or (iii) subject to the approval of the Administrative Agent, in its sole discretion, Pledge additional Eligible Loans 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 Loan Assets. The Administrative Agent shall use all commercially reasonable efforts to respond to any approval request 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 Deficiencytimely manner.

Borrowing Base Deficiency Payments. (a) Notwithstanding 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 shall, within 3 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 (or y) the date notice of such longer period as provided below in connection with a Cure Plan)Borrowing Base Deficiency is received by the Borrower from the Administrative Agent, 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 Dollars United States dollars into the Principal Collection Account (including, without limitation, cash contributed by the Equityholder)Account, (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) subject to the approval extent approved by the Administrative Agent in accordance with this Agreement, Pledge additional Eligible Loans; provided, that if the Borrower requests to Pledge another Eligible Loan within 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 AgentAgent may, in its sole discretion, Pledge additional Eligible Loans and/or (iv) submit a Cure Plan that satisfies the requirements of Section 2.06(c) and is approved elect in writing (which approval must be given within 3 to extend the three Business Days from Day grace period set forth in this Section 2.20 for up to seven Business Days; provided further if the date of the occurrence of such Borrower has cured a Borrowing Base Deficiency pursuant to clause (i) above and may be by electronic communication) by the Administrative Agent in its sole discretion. If no other Termination Event has occurred and is continuing, the Borrower initiates shall be entitled to the return of all or a Cure Plan portion of the cash so deposited in accordance with clause (iv) abovethe Principal Collection Account to the extent that, then immediately after giving effect to the Borrower must eliminate return of any such amounts or release of any asset, no Borrowing Base Deficiency in accordance with such Cure Plan within 10 Business Days from the date of the occurrence of such Borrowing Base Deficiencywould exist.

Borrowing Base Deficiency Payments. (a) Notwithstanding 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 shall, within 3 five Business Days from the earlier of (x) the date of the occurrence Borrower or the Transferor acquiring knowledge of such Borrowing Base Deficiency failure and (y) the date of the Borrower or the Transferor receives written notice of such longer period as provided below in connection with a Cure Plan), failure from the Administrative Agent 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 determinationDeficiency: (i) deposit cash in Dollars United States dollars into the Principal Collection Account (including, without limitation, cash contributed by the Equityholder)Account, (ii) repay Advances Outstanding (together with any Breakage 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 Loan Assets in accordance with Section 2.07, (iv) subject to the approval of the Administrative Agent, in its sole discretion, Pledge additional Eligible Loans Loan Assets and/or (ivv) submit a Cure Plan request that satisfies the requirements Assigned Value of Section 2.06(c) and is approved in writing (which approval must any Loan Asset be given within 3 Business Days from the date of the occurrence of such Borrowing Base Deficiency and may be by electronic communication) re-evaluated by the Administrative Agent in its sole discretion. If discretion and any such revaluation is sufficient to cure the Borrowing Base Deficiency; provided, that if the Borrower initiates a Cure Plan in accordance with clause (iv) above, then the Borrower must eliminate requests to Pledge another Eligible Loan Asset within five Business Days of such Borrowing Base Deficiency in accordance with and the Administrative Agent does not either reject such Cure Plan Loan Asset or approve such Loan Asset within 10 five Business Days from the date of the occurrence of Borrower’s request to Pledge such Borrowing Base DeficiencyLoan 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.

Borrowing Base Deficiency Payments. (a) Notwithstanding 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 shall, within 3 three 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)Deficiency, 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 Dollars United States dollars into the Principal Collection Account (including, without limitation, cash contributed by the Equityholder)Account, (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 case, in respect of the amount so prepaid), and/or (iii) subject to the approval extent approved by the Administrative Agent as of their respective Cut-Off Dates in accordance with this 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 AgentAgent may, in its sole discretion, Pledge additional Eligible Loans and/or (iv) submit a Cure Plan that satisfies the requirements of Section 2.06(c) and is approved elect in writing (which approval must be given within 3 to extend the three Business Days from Day grace period set forth in this Section 2.06 for up to seven Business Days; provided further if the date of the occurrence of such Borrower has cured a Borrowing Base Deficiency pursuant to clause (i) above and may be by electronic communication) by the Administrative Agent in its sole discretion. If no other Event of Default has occurred and is continuing, the Borrower initiates shall be entitled to the return of all or a Cure Plan portion of the cash so deposited in accordance with clause (iv) abovethe Principal Collection Account to the extent that, then immediately after giving effect to the Borrower must eliminate return of any such amounts or release of any asset, no Borrowing Base Deficiency in accordance with such Cure Plan within 10 Business Days from the date of the occurrence of such Borrowing Base Deficiencywould exist.

Borrowing Base Deficiency Payments. (a) Notwithstanding 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, within 3 Business Days upon the Borrower receiving written notice from the date of the occurrence of Facility Agent or obtaining knowledge thereof, cure such Specified Borrowing Base Deficiency 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 longer period as date) into the Principal Collection Account, (x) repaying Advances Outstanding; provided below that, available amounts in connection 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 a Cure Plan)other actions, eliminate such Borrowing Base Deficiency or satisfy the Minimum Equity Condition, selling Loans in its entirety by effecting accordance with Section 9.34 and/or (or, z) selling additional Eligible Collateral Obligations in the case of clause (iv), initiating) one or more 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 Dollars into the Principal Collection Account (including, without limitation, cash contributed by the Equityholderforegoing), (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) subject to the approval of the Administrative Agent, in its sole discretion, Pledge additional Eligible Loans 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.

Borrowing Base Deficiency Payments. (a) Notwithstanding 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 shall, within 3 shall have either (i) three (3) Business Days from or (ii) to the date 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 (or y) no Material Modification specified in clause (f) of the definition thereof occurred within five (5) Business Days of the occurrence of such longer Borrowing Base Deficiency, seven (7) Business Days (which period as provided below shall (A) include the five (5) Business Days permitted for delivery of such plan and (B) in connection with a Cure Plan), no case extend beyond the immediately succeeding Payment Date) to 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 Dollars or the applicable Eligible Currency into the Principal Collection Account (including, without limitation, cash contributed by the Equityholder)Account, (ii) repay Advances (together with any Breakage 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) subject to the approval of the Administrative Agent, in its sole discretiondiscretion (and the Agent shall use reasonable efforts to give such approval in a timely fashion), Pledge additional Eligible Loans and/or (iv) submit Loans; provided that the amount of any reduction of 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 pursuant to any such Pledge shall 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 Adjusted Balance of such Borrowing Base DeficiencyEligible Loans.

Borrowing Base Deficiency Payments. (a) Notwithstanding 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 shall, within 3 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 (or such longer period as provided below a plan, acceptable to the Administrative Agent in connection with a Cure Plan)its sole discretion, eliminate 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 (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 Dollars United States dollars into the Principal Collection Account (including, without limitation, cash contributed by the Equityholder)Account, (ii) repay Advances Outstanding (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), and/or (iii) subject to the approval of the Administrative Agent, in its sole discretion, Pledge additional Eligible Loans 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 Loan Assets. The Administrative Agent shall use all commercially reasonable efforts to respond to any approval request 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 Deficiencytimely manner.

Borrowing Base Deficiency Payments. (a) Notwithstanding 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 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 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 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 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, within 3 Business Days upon the Borrower receiving written notice from the date of the occurrence of Facility Agent or obtaining knowledge thereof, cure such Specified 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 determinationBreach within 90 calendar days by: (iw) deposit 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 (including, without limitation, cash contributed by the Equityholder)Account, (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) subject to the approval of the Administrative Agentextent such sales, in its sole discretionconjunction with other actions, Pledge additional Eligible Loans 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 or satisfy the Minimum Equity Condition, selling Loans in accordance with such Cure Plan within 10 Business Days from the date Section 9.34 and/or (z) selling additional Eligible Collateral Obligations in accordance with Section 9.34 (or any combination of the occurrence of such Borrowing Base Deficiencyforegoing).

Borrowing Base Deficiency Payments. (a) Notwithstanding 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 shall, shall eliminate such Borrowing Base Deficiency in its entirety within 3 three (3) Business Days of the Borrower obtaining knowledge or receiving written notice from the date of the occurrence Administrative Agent of such Borrowing Base Deficiency (or such longer period later date as provided below in connection with a Cure Plan), eliminate such Borrowing Base Deficiency agreed to by the Administrative Agent in its entirety by effecting sole discretion) (or, in the case of clause subclause (ivv) below, within the time period set forth in Section 2.06(c), initiating) 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 Dollars into the Principal Collection Account (including, without limitation, cash contributed by the Equityholder)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 Fees 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 Loan Assets in accordance with Section 2.07(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, (iv) subject to the approval of the Administrative AgentAgent (other than in the case of Specified Loan Assets), in its sole discretion, Pledge Grant additional Eligible Loans Loan Assets and/or (v) delivery of an Equity Cure Notice (subject to the requirements set forth in Section 2.06(c)). For the avoidance of doubt, the Borrower may cure a Borrowing Base Deficiency using any combination of clauses (i), (ii), (iii), (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 (ivv) 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.

Borrowing Base Deficiency Payments. (a) Notwithstanding 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 shall, within 3 three Business Days from 41 the date of the occurrence of such Borrowing Base Deficiency (or such longer period as provided below in connection with a Cure Plan)Deficiency, 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 Dollars United States dollars into the Principal Collection Account (including, without limitation, cash contributed by or Unfunded Exposure Account in the Equityholder)amount necessary to eliminate such Borrowing Base Deficiency, (ii) repay Advances Outstanding (together with any Breakage Fees, 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) subject to the approval of the Administrative Agent, in its sole discretion, Pledge additional Eligible Loans and/or (iv) submit a Cure Plan Loan Assets in the amount necessary to eliminate such Borrowing Base Deficiency; provided that satisfies if the requirements of Section 2.06(c) and is approved in writing (which approval must be given Borrower requests to Pledge another Eligible Loan Asset within 3 one Business Days from the date of the occurrence Day of such Borrowing Base Deficiency and may be by electronic communication) by 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 Borrower initiates Administrative Agent does not reply to a Cure Plan in accordance with clause (iv) above, then request by the Borrower must eliminate within any time period provided for such Borrowing Base Deficiency in accordance with 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 Cure Plan within 10 Business Days from the date of the occurrence a reply, such failure to reply shall constitute a denial of such Borrowing Base Deficiencyrequest.

Borrowing Base Deficiency Payments. (a) Notwithstanding 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 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), 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 (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 Dollars into the Principal Collection Account (including, without limitation, cash contributed by the Equityholder)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 Fees in respect of the amount so prepaid), (iii) to the extent such sales, in conjunction with other actions, eliminated such Borrowing Base Deficiency, sell Loan Assets in accordance with Section 2.07, (iv) Grant (or arrange for one or more Securitization Subsidiaries to Grant) additional Eligible Loan Assets and/or (v) delivery of an Equity Cure Notice (subject to the approval 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, Pledge additional Eligible Loans 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 does not either reject such Loan Asset or approve such Loan Asset within 3 three Business Days from the date of the occurrence of Borrowe’s request to Grant (or arrange for one or more Securitization Subsidiaries to Grant) such Borrowing Base Deficiency and may be by electronic communication) by Loan Asset, then the Administrative Agent may, in its sole and absolute discretion. If , elect in writing to extend the Borrower initiates a Cure Plan three Business Day grace period set forth 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 Deficiencythis Section 2.06.