Common use of Collateral Reporting Clause in Contracts

Collateral Reporting. On each Credit Date, each Release Date and, during the continuance of a Default or Event of Default, at such other times as the Administrative Agent shall request, the Borrower shall deliver a Borrowing Base Certificate to the Administrative Agent, in form and substance satisfactory to the Administrative Agent. Each Borrowing Base Certificate delivered to the Administrative Agent shall bear a signed statement by an Authorized Officer certifying the accuracy and completeness of all information included therein. The execution and delivery of a Borrowing Base Certificate shall in each instance constitute a representation and warranty by the Borrower to the Lenders that each Eligible Receivable included therein satisfies the Eligibility Criteria. In the event any Funding Notice or Borrowing Base Certificate with respect to a Loan or other information required by this Section 5.1(a) is delivered to the Administrative Agent by the Borrower electronically or otherwise without signature, such Funding Notice, Borrowing Base Certificate or other information shall, upon such delivery, be deemed to be signed and certified on behalf of the Borrower by an Authorized Officer and constitute a representation to the Administrative Agent as to the authenticity thereof. The Administrative Agent shall have the right to review and adjust any such calculation of the Borrowing Base to reflect exclusions from Eligible Receivables, Reserves or such other matters as are necessary to determine the Borrowing Base, but in each case, only to the extent the Administrative Agent is expressly provided such discretion by this Agreement and provides written notice to the Borrower of any such adjustment. The Administrative Agent shall have the continuing right in its commercially reasonable discretion to establish and adjust Reserves in determining the Borrowing Base in such amounts, and with respect to such matters, as the Administrative Agent shall deem appropriate in its commercially reasonable discretion, including without limitation Reserves with respect to collection performance, and amounts the Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify the Borrower in writing of any adjustment in the Reserves or the Borrowing Base. Together with each Borrowing Base Certificate delivered pursuant to this clause (a) and each Monthly Servicing Report, the Borrower shall deliver, or cause the Servicer to deliver, to the Administrative Agent a schedule setting forth the applicable Bank Partner Retained Percentage with respect to each Receivable.

Collateral Reporting. On (a) The Borrower will furnish to the Agent (for further distribution to each Credit Date, each Release Date and, during the continuance of a Default or Event of Default, at such other times as the Administrative Agent shall request, the Borrower shall deliver Lender) a Borrowing Base Certificate prepared as of the last Business Day of each calendar month (commencing with the calendar month ending February 28, 2022) and delivered to the Administrative Agent, in form and substance satisfactory Agent (for further distribution to the Administrative AgentLenders) by the close of business on the 20th Business Day of the following calendar month. Each The Borrower acknowledges and agrees that while a Collateral Reporting Period is in effect, the Borrower will furnish to the Agent (for further distribution to each Lender) Borrowing Base Certificates prepared as of the last Business Day of each calendar week during such Collateral Reporting Period and delivered to the Agent (for further distribution to the Lenders) by the close of business on the Wednesday of the following week (with any such weekly Borrowing Base Certificate delivered to the Administrative Agent shall bear be computed according to a signed statement by an Authorized Officer certifying the accuracy and completeness of all information included therein. The execution and delivery of a Borrowing Base Certificate shall in each instance constitute a representation and warranty method reasonably specified by the Borrower to Agent after consultation with the Lenders that each Eligible Receivable included therein satisfies the Eligibility CriteriaBorrower). In the event any Funding Notice or Borrowing Base Certificate with respect to a Loan or other information required by this Section 5.1(a) is delivered to that the Administrative Agent by the Borrower electronically Obligors dispose (whether through Disposition, merger, amalgamation, Investment, Distribution or otherwise without signature(including any other transaction permitted pursuant to Section 8.9), such Funding Noticedesignation of an Unrestricted Subsidiary, Borrowing Base Certificate or other information shall, upon such delivery, be deemed to be signed and certified on behalf otherwise) of Current Asset Collateral that by a Borrower or Guarantor with a value individually or in the Borrower by an Authorized Officer and constitute a representation to the Administrative Agent as to the authenticity thereof. The Administrative Agent shall have the right to review and adjust any such calculation aggregate of greater than 5.0% of the Borrowing Base based on the most recently delivered Borrowing Base Certificate and such disposition is to reflect exclusions a non- Obligor and conducted outside the ordinary course of business, then Borrower shall be required, prior to consummation of such disposition to deliver to Agent an updated Borrowing Base Certificate that reflects the removal of the applicable assets from Eligible Receivables, Reserves or such other matters as are necessary to determine the Borrowing Base, but in each case, only . (b) The Borrower will furnish to the extent Agent (and the Administrative Agent is expressly provided shall further distribute to each Lender that has made a request for such discretion by this Agreement and provides written notice information through the Agent), in such detail as the Agent shall reasonably request, as soon as reasonably practical following the Agent’s request from time to time, such reports as to the Borrower Accounts, and the Inventory of any such adjustment. The Administrative the Obligors as the Agent shall have reasonably request from time to time. (c) If any of the continuing right in its commercially reasonable discretion Borrower’s or Guarantor’s records or reports of the Collateral, Accounts or Inventory are prepared by an accounting service or other agent, such Obligor hereby authorizes such service or agent to establish and adjust Reserves in determining the Borrowing Base in deliver such amountsrecords, reports, and with respect related documents to such matters, as the Administrative Agent. (d) The Borrower will furnish to the Agent (and the Agent shall deem appropriate in its commercially reasonable discretion, including without limitation Reserves with respect to collection performance, and amounts the Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify the Borrower in writing of any adjustment in the Reserves or the Borrowing Base. Together with each Borrowing Base Certificate delivered pursuant to this clause (a) and each Monthly Servicing Report, the Borrower shall deliver, or cause the Servicer to deliver, to the Administrative Agent a schedule setting forth the applicable Bank Partner Retained Percentage with respect further distribute to each ReceivableLender that has made a request for such information through the Agent) each of the reports set forth on Schedule 6.4 at the times specified therein.

Collateral Reporting. (i) On each Credit Monthly Reporting Date, with each Release Date andFunding Notice, during the continuance of a Default or Event of Default, and at such other times as the Administrative Agent shall or any Lender may request, the Borrower shall deliver a Borrowing Base Certificate (calculated as of the close of business of the previous Monthly Period or as of a date no later than three (3) Business Days prior to such request), together with a reconciliation to the Administrative Agentmost recently delivered Borrowing Base Certificate and Borrowing Base Report, in form and substance satisfactory to the Administrative Agent, Paying Agent and each Lender. Each Borrowing Base Certificate delivered to the Administrative Agent and each Lender shall bear a signed statement by an Authorized Officer certifying the accuracy and completeness in all material respects of all information included therein. The execution and delivery of a Borrowing Base Certificate shall in each instance constitute a representation and warranty by the Borrower Company to the Lenders Administrative Agent and each Lender that each Eligible Receivable Lease included therein satisfies the Eligibility Criteriaas an “Eligible Lease” is, in fact, an Eligible Lease. In the event any Funding Notice request for a Loan, or a Borrowing Base Certificate with respect to a Loan or other information required by this Section 5.1(a5.1(f) is delivered to the Administrative Agent, Paying Agent and each Lender by the Borrower Company electronically or otherwise without signature, such Funding Noticerequest, or such Borrowing Base Certificate or other information shall, upon such delivery, be deemed to be signed and certified on behalf of the Borrower Company by an Authorized Officer and constitute a representation to the Administrative Agent, Paying Agent and each Lender as to the authenticity thereof. The Administrative Agent shall have the right but not the obligation to review and adjust any Borrowing Base to correct any errors in calculations of thereto, provided, that prior to making any such adjustment, the Administrative Agent shall provide written notice describing in reasonable detail the error and re-calculation of the Borrowing Base to reflect exclusions from Eligible Receivables, Reserves or such other matters as are necessary to determine the Borrowing Base, but in each case, only (with supporting documentation) and afford to the extent Company a reasonable opportunity to review such re-calculation and discuss same with the Administrative Agent. (ii) On each Monthly Reporting Date, the Monthly Servicing Report to Administrative Agent, Paying Agent is expressly provided such discretion by this Agreement and provides written notice to each Lender on the Borrower of any such adjustment. The Administrative Agent shall have the continuing right in its commercially reasonable discretion to establish terms and adjust Reserves in determining the Borrowing Base in such amounts, and with respect to such matters, as the Administrative Agent shall deem appropriate in its commercially reasonable discretion, including without limitation Reserves with respect to collection performance, and amounts the Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify the Borrower in writing of any adjustment conditions set forth in the Reserves or the Borrowing Base. Together with each Borrowing Base Certificate delivered pursuant to this clause (a) and each Monthly Servicing Report, the Borrower shall deliver, or cause the Servicer to deliver, to the Administrative Agent a schedule setting forth the applicable Bank Partner Retained Percentage with respect to each ReceivableAgreement.

Collateral Reporting. (i) On each Credit Monthly Reporting Date, with each Release Date andFunding Notice, during the continuance of a Default or Event of Default, and at such other times as the Administrative any Agent or Lender shall requestrequest in its Permitted Discretion, the Borrower shall deliver a Borrowing Base Certificate (calculated as of the close of business of the previous Monthly Period or as of a date no later than three (3) Business Days prior to such request), together with a reconciliation to the Administrative Agentmost recently delivered Borrowing Base Certificate and Borrowing Base Report, in form and substance reasonably satisfactory to the Administrative Agent and Paying Agent. Each Borrowing Base Certificate delivered to the Administrative Agent and Paying Agent shall bear a signed statement by an Authorized Officer certifying the accuracy and completeness in all material respects of all information included therein. The execution and delivery of a Borrowing Base Certificate (other than any Original Borrowing Base Certificate to the extent a Replacement Borrowing Base Certificate has been delivered in substitute thereof in accordance with Section 2.1(c)(ii)) shall in each instance constitute a representation and warranty by the Borrower Company to the Lenders Administrative Agent and Paying Agent that each Eligible Receivable included therein satisfies the Eligibility Criteriaas an “Eligible Receivable” is, in fact, an Eligible Receivable. In the event any Funding Notice request for a Revolving Loan, or a Borrowing Base Certificate with respect to a Loan or other information required by this Section 5.1(a5.1(f) is delivered to the Administrative Agent and Paying Agent by the Borrower Company electronically or otherwise without signature, such Funding Noticerequest, or such Borrowing Base Certificate or other information shall, upon such delivery, be deemed to be signed and certified on behalf of the Borrower Company by an Authorized Officer and constitute a representation to the Administrative Agent and Paying Agent as to the authenticity thereof. The Administrative Agent shall have the right to review and adjust any such calculation of the Borrowing Base to reflect exclusions from Eligible Receivables, Reserves Receivables or such other matters as are necessary to determine the Borrowing Base, but in each case, case only to the extent the Administrative Agent is expressly provided such discretion by this Agreement Agreement. (ii) On each Monthly Reporting Date, (A) the Monthly Servicing Report to Administrative Agent and provides written notice Paying Agent on the terms and conditions set forth in the Servicing Agreement, and (B) the Master Record to the Borrower Paying Agent. Notwithstanding any other provision of any such adjustment. The Administrative the Credit Documents, no Lender or Agent (other than the Paying Agent) shall have a right to receive the continuing right in its commercially reasonable discretion to establish and adjust Reserves in determining the Borrowing Base in such amounts, and with respect to such matters, as the Administrative Agent shall deem appropriate in its commercially reasonable discretion, including without limitation Reserves with respect to collection performance, and amounts the Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify the Borrower in writing of any adjustment in the Reserves or the Borrowing Base. Together with each Borrowing Base Certificate delivered pursuant to this clause (a) and each Monthly Servicing Report, the Borrower shall deliver, or cause the Servicer to deliver, to the Administrative Agent a schedule setting forth the applicable Bank Partner Retained Percentage with respect to each ReceivableMaster Record.

Collateral Reporting. On each Credit (a) The Collateral Agent shall perform the following functions: (i) within thirty (30) days after the Closing Date, create a collateral database with respect to the Collateral that has been pledged to the Collateral Agent for the benefit of the Secured Parties from time to time, comprised of the Collateral Obligations credited to the accounts from time to time and Eligible Investments in which amounts held in the accounts may be invested from time to time, as provided in this Agreement (the “Collateral Database”); (ii) permit access to the information contained in a secured website maintained by the Collateral Agent with respect to the Collateral Database to the Collateral Manager, the Facility Agent and the Borrower; (iii) update the Collateral Database promptly for ratings changes based upon, and to the extent of, information furnished to the Collateral Agent by the Borrower or the Collateral Manager; (iv) update the Collateral Database promptly for Collateral Obligations, Equity Obligations and Eligible Investments acquired or sold or otherwise disposed of and for any amendments or changes to loan amounts or interest rates based upon, and to the extent of, information furnished to the Collateral Agent by the Borrower or the Collateral Manager; (v) prepare, on behalf of the Borrower, and arrange for the delivery of each Release Monthly Report and Payment Date Report; and (vi) provide the Borrower and the Collateral Manager with such other information as may be reasonably requested by the Borrower or the Collateral Manager and as is within the possession of the Collateral Agent and that can be provided without unreasonable burden or expense. (b) Not later than the day on which each Monthly Report or Payment Date Report is required to be provided by the Borrower, during the continuance Collateral Agent shall calculate, using the information contained in the Collateral database created by the Collateral Agent and any other Collateral information normally maintained by the Collateral Agent, and subject to the Collateral Agent’s receipt from the Borrower or the Collateral Manager of information with respect to the Collateral that is not contained in such Collateral database or normally maintained by the Collateral Agent, each item required to be stated in such Monthly Report or Payment Date Report. (c) Upon notification by the Borrower or Collateral Manager of a Default proposed purchase of any security pursuant to this Agreement and written request by the Borrower or Event of Defaultthe Collateral Manager to make such calculations (accompanied by such information concerning the security to be purchased as may be necessary to make the calculations referred to below), at such other times as the Administrative Collateral Agent shall requestcalculate each criterion included in the Eligibility Criteria, as a condition to such purchase in accordance with this Agreement, in all cases, based upon information contained in the Collateral database and information furnished by the Borrower or the Collateral Manager, and provide the results of such calculations to the Borrower and the Collateral Manager so that the Borrower and the Collateral Manager may determine whether such purchase is permitted by this Agreement. The Collateral Agent shall deliver a Borrowing Base Certificate draft of such calculation to the Administrative Agent, in form Borrower and substance satisfactory to the Administrative Agent. Each Borrowing Base Certificate delivered to Collateral Manager reasonably promptly after the Administrative Agent shall bear a signed statement later of (i) notification of such proposed purchase by an Authorized Officer certifying the accuracy Borrower or the Collateral Manager and completeness (ii) delivery of all information included thereinto the Collateral Agent necessary to complete such calculations. The execution For the avoidance of doubt, the Collateral Agent shall have no obligation to determine (and delivery the Borrower or the Collateral Manager will timely advise the Collateral Agent) whether any item of a Borrowing Base Certificate Collateral meets the definition of “Collateral Obligation”, “Equity Obligation” or “Defaulted Obligation” and nothing herein shall obligate the Collateral Agent to review or examine any underlying instrument or contract evidencing, governing or guaranteeing or securing any Collateral in each instance constitute a representation and warranty order to verify, confirm, audit or otherwise determine any characteristics thereof. (d) Upon written notification by the Borrower and Collateral Manager of a proposed sale of any Collateral Obligation pursuant to Section 10.01 of this Agreement and written request by the Collateral Manager to make such calculations, the Collateral Agent shall calculate each criterion set forth in the Section 10.01, if any, as a condition to such disposition and provide the results of such calculations to the Lenders Borrower and the Collateral Manager so that each Eligible Receivable included therein satisfies the Borrower and the Collateral Manager may determine whether such sale is permitted by this Agreement. The Collateral Agent shall deliver a draft of such calculations to the Borrower and Collateral Manager reasonably promptly after the later of (i) notification of such proposed sale by the Borrower or the Collateral Manager and (ii) delivery of all information to the Collateral Agent necessary to complete such calculations. (e) In the event the Borrower or the Collateral Manager does not provide the Collateral Agent the items necessary to complete the calculations required by Sections 8.10(c) and (d) above and/or the Borrower or the Collateral Manager proceeds with a sale or purchase of the applicable Collateral prior to the time the Collateral Agent delivers such calculations, the Collateral Agent shall not be responsible for determining whether the provisions of this Agreement have been satisfied (including compliance with the Eligibility Criteria) and the Collateral Agent shall be entitled to rely upon and comply with the instructions of the Borrower or the Collateral Manager in all respects, including but not limited to instructions (which may be in the form of trade tickets) to release the applicable Collateral from the lien of this Agreement or to acquire the applicable Collateral. In the event any Funding Notice the Borrower or Borrowing Base Certificate with respect the Collateral Manager consummates a sale or purchase prior to a Loan receiving the calculations of the Collateral Agent, the Collateral Agent shall be under no duty, and shall incur no liability for such sale or other information required by this Section 5.1(apurchase and shall not be obligated to perform the calculations set forth in Sections 8.10(c) is delivered and (d) above. (f) Subject to the Administrative Agent by mutual agreement of the parties hereto regarding reasonable compensation for the Collateral Agent, perform such other calculations and prepare such other reports as the Borrower electronically or otherwise without signature, such Funding Notice, Borrowing Base Certificate or other information shall, upon such delivery, be deemed to be signed the Collateral Manager may reasonably request in writing and certified on behalf of the Borrower by an Authorized Officer and constitute a representation to the Administrative Agent as to the authenticity thereof. The Administrative Agent shall have the right to review and adjust any such calculation of the Borrowing Base to reflect exclusions from Eligible Receivables, Reserves or such other matters as that are necessary to determine the Borrowing Base, but in each case, only to the extent the Administrative Agent is expressly provided such discretion required by this Agreement and provides written notice as the Collateral Agent may agree to in writing, which agreement shall not be unreasonably withheld. (g) Nothing herein shall prevent the Borrower Collateral Agent or any of its Affiliates from engaging in other businesses or from rendering services of any such adjustment. kind to any Person. (h) The Administrative Collateral Agent shall have no obligation to determine Fair Market Value or price in connection with any actions or duties under this Agreement. (i) The Borrower or the continuing right Collateral Manager shall cooperate with the Collateral Agent in its commercially reasonable discretion connection with the preparation by the Collateral Agent of the Monthly Reports and the Payment Date Reports. Without limiting the generality of the foregoing, the Borrower or the Collateral Manager shall advise in a timely manner the Collateral Agent of the results of any determinations required or permitted to establish be made by it under this Agreement and adjust Reserves in determining supply the Borrowing Base in Collateral Agent with such amounts, and other information as is maintained by the Borrower or the Collateral Manager that the Collateral Agent may from time to time request with respect to such matters, as the Administrative Agent shall deem appropriate in its commercially reasonable discretion, including without limitation Reserves with respect Collateral and reasonably needed to collection performance, and amounts complete the Borrower is reports required to pay and has failed be prepared by the Collateral Agent hereunder or required to pay; provided, that permit the Administrative Collateral Agent shall notify the Borrower in writing of any adjustment in the Reserves or the Borrowing Base. Together with each Borrowing Base Certificate delivered pursuant to this clause (a) and each Monthly Servicing Report, the Borrower shall deliver, or cause the Servicer to deliver, to the Administrative Agent a schedule setting forth the applicable Bank Partner Retained Percentage with respect to each Receivableperform its obligations hereunder.

Collateral Reporting. (i) On each Credit Monthly Reporting Date, with each Release Date andFunding Notice, during the continuance of a Default or Event of Default, and at such other times as the Administrative any Agent or Lender shall requestrequest in its Permitted Discretion, the Borrower shall deliver a Borrowing Base Certificate (calculated as of the close of business of the previous Monthly Period or as of a date no later than three (3) Business Days prior to such request), together with a reconciliation to the Administrative Agentmost recently delivered Borrowing Base Certificate and Borrowing Base Report, in form and substance reasonably satisfactory to the Administrative Agent, Paying Agent, each Class A Managing Agent and each Class B Revolving Lender. Each Borrowing Base Certificate delivered to the Administrative Agent, Paying Agent, each Class A Managing Agent and each Class B Revolving Lender shall bear a signed statement by an Authorized Officer certifying the accuracy and completeness in all material respects of all information included therein. The execution and delivery of a Borrowing Base Certificate (other than any Original Borrowing Base Certificate to the extent a Replacement Borrowing Base Certificate has been delivered in substitute thereof in accordance with Section 2.1(d)(ii)) shall in each instance constitute a representation and warranty by the Borrower Company to the Lenders Administrative Agent, Paying Agent, each Class A Managing Agent and each Class B Revolving Lender that each Eligible Receivable included therein satisfies the Eligibility Criteriaas an “Eligible Receivable” is, in fact, an Eligible Receivable. In the event any Funding Notice request for a Loan, or a Borrowing Base Certificate with respect to a Loan or other information required by this Section 5.1(a5.1(f) is delivered to the Administrative Agent, Paying Agent, each Class A Managing Agent and each Class B Revolving Lender by the Borrower Company electronically or otherwise without signature, such Funding Noticerequest, or such Borrowing Base Certificate or other information shall, upon such delivery, be deemed to be signed and certified on behalf of the Borrower Company by an Authorized Officer and constitute a representation to the Administrative Agent, Paying Agent, each Class A Managing Agent and each Class B Revolving Lender as to the authenticity thereof. The Administrative Agent shall have the right to review and adjust any such calculation of the Borrowing Base to reflect exclusions from Eligible Receivables, Reserves Receivables or such other matters as are necessary to determine the Borrowing Base, but in each case, case only to the extent the Administrative Agent is expressly provided such discretion by this Agreement Agreement. (ii) On each Monthly Reporting Date, (A) the Monthly Servicing Report to Administrative Agent, Paying Agent, each Class A Managing Agent and provides written notice each Class B Revolving Lender on the terms and conditions set forth in the Servicing Agreement, and (B) the Master Record to the Borrower Paying Agent. Notwithstanding any other provision of any such adjustment. The Administrative the Credit Documents, no Lender or Agent (other than the Paying Agent) shall have a right to receive the continuing right in its commercially reasonable discretion to establish and adjust Reserves in determining the Borrowing Base in such amounts, and with respect to such matters, as the Administrative Agent shall deem appropriate in its commercially reasonable discretion, including without limitation Reserves with respect to collection performance, and amounts the Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify the Borrower in writing of any adjustment in the Reserves or the Borrowing Base. Together with each Borrowing Base Certificate delivered pursuant to this clause (a) and each Monthly Servicing Report, the Borrower shall deliver, or cause the Servicer to deliver, to the Administrative Agent a schedule setting forth the applicable Bank Partner Retained Percentage with respect to each ReceivableMaster Record.

Collateral Reporting. On each Credit (a) The Collateral Agent shall perform the following functions: (i) within thirty (30) days after the Closing Date, and based upon information provided by the Borrower or the Portfolio Manager, create a collateral database with respect to the Collateral that has been pledged to the Collateral Agent for the benefit of the Secured Parties from time to time, comprised of the Collateral Obligations and Eligible Investments in which amounts held in the accounts may be invested from time to time, as provided in this Agreement (the “Collateral Database”); (ii) provide the Portfolio Manager with access to any information in the Collateral Database requested by the Portfolio Manager in electronic format, the format and scope of such information to be reasonably agreed by the Portfolio Manager and the Collateral Agent; (iii) update the Collateral Database promptly for ratings changes based upon, and to the extent of, information furnished to the Collateral Agent by the Borrower or the Portfolio Manager or that may be otherwise provided to the Collateral Agent (based upon notices received by the Collateral Agent from the issuer, trustee or agent bank under an underlying instrument or similar source); (iv) update the Collateral Database promptly for Collateral Obligations, Equity Obligations and Eligible Investments acquired or sold or otherwise disposed of and for any amendments or changes to loan amounts or interest rates based upon, and to the extent of, information furnished to the Collateral Agent by the Borrower or the Portfolio Manager or that may be provided by the Collateral Agent (based upon notices received by the Collateral Agent from the issuer, trustee or agent bank under an underlying instrument or similar source); (v) prepare, on behalf of the Borrower, and arrange for the delivery of each Release Monthly Report and Payment Date andReport, during in each case by the continuance time and according to the content requirements specified in this Agreement and on the basis of a Default the information contained in the Collateral Database or Event of Default, at such other times as provided to the Administrative Collateral Agent shall requestby the Portfolio Manager, the Borrower or the Facility Agent in accordance with this Agreement; and (vi) provide the Portfolio Manager with such other information as may be reasonably requested by the Portfolio Manager and as is within the possession of the Collateral Agent and that can be provided without unreasonable burden or expense. (b) Not later than the day on which each Monthly Report or Payment Date Report is required to be provided by the Collateral Agent, the Collateral Agent shall calculate, using the information contained in the Collateral database created by the Collateral Agent and any other Collateral information normally maintained by the Collateral Agent, and subject to the Collateral Agent’s receipt from the Portfolio Manager of information with respect to the Collateral that is not contained in such Collateral database or normally maintained by the Collateral Agent, each item required to be stated in such Monthly Report or Payment Date Report. (c) Upon notification by the Borrower (or the Portfolio Manager on its behalf) of a proposed purchase of any Collateral Obligation pursuant to this Agreement and written request by the Borrower (or the Portfolio Manager on its behalf) to make such calculations (accompanied by such information concerning the security to be purchased as may be necessary to make the calculations referred to below), the Collateral Agent shall calculate each criterion included in clause (c) of the definition of Eligibility Criteria and Section 10.02(a)(i) through (iv) or Section 10.02(b)(i) through (iv), as applicable, as a condition to such purchase in accordance with this Agreement, in all cases, based upon information contained in the Collateral database and information furnished by the Borrower and Portfolio Manager, and provide the results of such calculations to the Borrower and the Portfolio Manager so that the Borrower may determine whether such purchase is permitted by this Agreement. The Collateral Agent shall deliver a Borrowing Base Certificate draft of such calculation to the Administrative Agent, in form Borrower and substance satisfactory to the Administrative Agent. Each Borrowing Base Certificate delivered to Portfolio Manager reasonably promptly after the Administrative Agent shall bear a signed statement later of (i) notification of such proposed purchase by an Authorized Officer certifying the accuracy Borrower (or the Portfolio Manager on its behalf) and completeness (ii) delivery of all information included therein. The execution and delivery of a Borrowing Base Certificate shall in each instance constitute a representation and warranty to the Collateral Agent necessary to complete such calculations. (d) Upon written notification by the Borrower (or the Portfolio Manager on its behalf) of a proposed sale of any Collateral Obligation pursuant to Section 10.01 of this Agreement and written request by the Borrower (or the Portfolio Manager on its behalf) to make such calculations, the Collateral Agent shall calculate each criterion set forth in the Section 10.01(b)(i) and (ii), if any, as a condition to such disposition and provide the results of such calculations to the Lenders Borrower and the Portfolio Manager so that each Eligible Receivable included therein satisfies the Eligibility CriteriaBorrower may determine whether such sale is permitted by this Agreement. The Collateral Agent shall deliver a draft of such calculations to the Borrower and the Portfolio Manager reasonably promptly after the later of (i) notification of such proposed sale by the Borrower (or the Portfolio Manager on its behalf) and (ii) delivery of all information to the Collateral Agent necessary to complete such calculations. (e) With respect to the calculations to be provided by the Collateral Agent set forth in Sections 8.10(c) and (d) above, in no event shall the Collateral Agent be required to deliver such calculations earlier than one Business Day following the receipt by the Collateral Agent of all information necessary to complete such calculations. In the event any Funding Notice or Borrowing Base Certificate with respect the Borrower and the Portfolio Manager do not provide the Collateral Agent the items necessary to a Loan or other information complete the calculations required by this Section 5.1(aSections 8.10(c) is delivered and (d) above and/or the Borrower proceeds with a sale or purchase of the applicable Collateral prior to the Administrative time the Collateral Agent by delivers such calculations, the Borrower electronically or otherwise without signature, such Funding Notice, Borrowing Base Certificate or other information shall, Collateral Agent shall not be responsible for determining whether the provisions of this Agreement have been satisfied (including compliance with the Eligibility Criteria) and the Collateral Agent shall be entitled to rely upon such delivery, be deemed to be signed and certified on behalf comply with the instructions of the Borrower by an Authorized Officer (or the Portfolio Manager on its behalf) in all respects, including but not limited to instructions (which may be in the form of trade tickets) to release the applicable Collateral from the lien of this Agreement or to acquire the applicable Collateral. In the event the Borrower (or the Portfolio Manager on its behalf) consummates a sale or purchase prior to receiving the calculations of the Collateral Agent, the Collateral Agent shall be under no duty, and constitute a representation shall incur no liability for such sale or purchase and shall not be obligated to perform the calculations set forth in Sections 8.10(c) and (d) above. (f) Subject to the Administrative Agent as to the authenticity thereof. The Administrative Agent shall have the right to review and adjust any such calculation mutual agreement of the Borrowing Base to reflect exclusions from Eligible Receivablesparties hereto regarding reasonable compensation for the Collateral Agent, Reserves or perform such other matters calculations and prepare such other reports as the Portfolio Manager may reasonably request in writing and that are necessary to determine the Borrowing Base, but in each case, only to the extent the Administrative Agent is expressly provided such discretion required by this Agreement and provides written notice as the Collateral Agent may agree to the Borrower of any such adjustment. in writing, which agreement shall not be unreasonably withheld. (g) The Administrative Collateral Agent shall have no obligation to determine (and the continuing right in its commercially reasonable discretion to establish and adjust Reserves in determining Borrower, or the Borrowing Base in such amountsPortfolio Manager on the Borrower’s behalf, and with respect to such matterswill timely advise the Collateral Agent) whether (i) any item of Collateral meets the definition of “Bridge Loan”, as “Broadly Syndicated Loans”, “Clearing Corporation Security”, “Collateral Obligation”, “Covenant Lite Loan”, “Credit Improved Obligation”, “Credit Risk Obligation”, “Current Pay Obligation”, “Defaulted Equity Obligation”, “Defaulted Obligation”, “Delayed Drawdown Collateral Loan”, “DIP Loan”, “Equity Kicker”, “Eligible Senior Secured Loan”, “Equity Obligation”, “Fixed Rate Loan”, “Floating Rate Loan”, “Floor Obligation”, “Loan”, “Margin Stock”, “Middle Market Loans”, “Middle Market Covenant Lite Loans”, “Participation Interest”, “PIK Loan”, “Real Estate Loan”, “Revolving Collateral Obligation”, “Senior Working Capital Facility”, “Structured Finance Obligation”, “Synthetic Security”, or “Zero Coupon Obligation” or (ii) the Administrative Agent shall deem appropriate in its commercially reasonable discretion, including without limitation Reserves with respect to collection performance, and amounts the Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify the Borrower in writing of any adjustment conditions specified in the Reserves definition of “Delivered” have been complied with. Further, nothing herein shall impose or imply any duty or obligation on the Borrowing Base. Together part of the Collateral Agent to verify, investigate or audit any such information or data, or to determine or monitor on an independent basis whether any issuer of the securities or obligor of the loans included in the Collateral is in default or in compliance with each Borrowing Base Certificate delivered pursuant to this clause (a) and each Monthly Servicing Reportthe Related Documents governing or securing such securities or loans, the Borrower shall deliver, or cause role of the Servicer Collateral Agent hereunder being solely to deliver, to the Administrative Agent a schedule setting forth the applicable Bank Partner Retained Percentage with respect to each Receivableperform only those functions as provided herein as more particularly described herein.

Collateral Reporting. (i) On each Credit Monthly Reporting Date, with each Release Date andFunding Notice, during the continuance of a Default or Event of Default, and at such other times as the Administrative Agent shall or any Lender may request, the Borrower shall deliver a Borrowing Base Certificate (calculated as of the close of business of the previous Monthly Period or as of a date no later than three (3) Business Days prior to such request), together with a reconciliation to the Administrative Agentmost recently delivered Borrowing Base Certificate and Borrowing Base Report, in form and substance satisfactory to the Administrative Agent, Paying Agent and each Lender. Each Borrowing Base Certificate delivered to the Administrative Agent and each Lender shall bear a signed statement by an Authorized Officer certifying the accuracy and completeness in all material respects of all information included therein. The execution and delivery of a Borrowing Base Certificate shall in each instance constitute a representation and warranty by the Borrower Company to the Lenders Administrative Agent and each Lender that each Eligible Receivable Lease or Retail Loan included therein satisfies the Eligibility Criteriaas an “Eligible Lease” or “Eligible Retail Loan” is, in fact, an Eligible Lease or Eligible Retail Loan, as applicable. In the event any Funding Notice request for a Loan, or a Borrowing Base Certificate with respect to a Loan or other information required by this Section 5.1(a5.1(f) is delivered to the Administrative Agent, Paying Agent and each Lender by the Borrower Company electronically or otherwise without signature, such Funding Noticerequest, or such Borrowing Base Certificate or other information shall, upon such delivery, be deemed to be signed and certified on behalf of the Borrower Company by an Authorized Officer and constitute a representation to the Administrative Agent, Paying Agent and each Lender as to the authenticity thereof. The Administrative Agent shall have the right but not the obligation to review and adjust any Borrowing Base to correct any errors in calculations of thereto, provided, that prior to making any such adjustment, the Administrative Agent shall provide written notice describing in reasonable detail the error and re-calculation of the Borrowing Base to reflect exclusions from Eligible Receivables, Reserves or such other matters as are necessary to determine the Borrowing Base, but in each case, only (with supporting documentation) and afford to the extent Company a reasonable opportunity to review such re-calculation and discuss same with the Administrative Agent. (ii) On each Monthly Reporting Date, the Monthly Servicing Report to Administrative Agent, Paying Agent is expressly provided such discretion by this Agreement and provides written notice to each Lender on the Borrower of any such adjustment. The Administrative Agent shall have terms and conditions set forth in the continuing right in its commercially reasonable discretion to establish and adjust Reserves in determining the Borrowing Base in such amountsServicing Agreement. (iii) As soon as available, and with respect to such mattersin any event within twenty (20) calendar days after the end of each month, as a report, which may be part of the Administrative Agent shall deem appropriate in its commercially reasonable discretion, including without limitation Reserves with respect to collection performance, and amounts the Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify the Borrower in writing of any adjustment in the Reserves or the Borrowing Base. Together with each Borrowing Base Certificate delivered pursuant to this clause (a) and each Monthly Servicing Report, the Borrower shall deliver, or cause the Servicer to deliver, (i) summarizing Collections and performance data in scope and format reasonably acceptable to the Administrative Agent a schedule setting forth the applicable Bank Partner Retained Percentage with respect to each Receivablethe Retail Loans and Leases on a combined pool and segregated basis and (ii) includes a calculation of the Payment Processing Expense Ratio, the performance covenants described in Section 5.13 and the Advance Rate Step-Down Ratio and corresponding trigger level described in Appendix D for the related Monthly Period.

Collateral Reporting. (i) On each Credit Monthly Reporting Date, with each Release Date andFunding Notice, during the continuance of a Default or Event of Default, and at such other times as the Administrative any Agent or Lender shall requestrequest in its Permitted Discretion, the Borrower shall deliver a Borrowing Base Certificate (calculated as of the close of business of the previous Monthly Period or as of a date no later than three (3) Business Days prior to such request), together with a reconciliation to the Administrative Agentmost recently delivered Borrowing Base Certificate and Borrowing Base Report, in form and substance reasonably satisfactory to the Administrative AgentAgent and each Class B Revolving Lender. Each Borrowing Base Certificate delivered to the Administrative Agent, Paying Agent and each Class B Revolving Lender shall bear a signed statement by an Authorized Officer certifying the accuracy and completeness in all material respects of all information included therein. The execution and delivery of a Borrowing Base Certificate shall in each instance constitute a representation and warranty by the Borrower Company to the Lenders Administrative Agent, Paying Agent and each Class B Revolving Lender that each Eligible Receivable included therein satisfies as an “Eligible Receivable” is, in fact, an Eligible Receivable. For avoidance of doubt, and without derogation of the Eligibility Criteria. In Company’s obligations hereunder, in the event any Funding Notice request for a Revolving Loan, or a Borrowing Base Certificate with respect to a Loan or other information required by this Section 5.1(a5.1(f) is delivered to the Administrative Agent, Paying Agent and each Class B Revolving Lender by the Borrower Company electronically or otherwise without signature, such Funding Noticerequest, or such Borrowing Base Certificate or other information shall, upon such delivery, be deemed to be signed and certified on behalf of the Borrower Company by an Authorized Officer and constitute a representation to the Administrative Agent, Paying Agent and each Class B Revolving Lender as to the authenticity thereof. The Administrative Agent shall have the right to review and adjust any such calculation of the Borrowing Base to reflect exclusions from Eligible Receivables, Reserves Receivables or such other matters as are necessary to determine the Borrowing Base, but in each case, case only to the extent the Administrative Agent is expressly provided such discretion by this Agreement Agreement. (ii) On each Monthly Reporting Date, the Master Record and provides written notice the Monthly Servicing Report to Administrative Agent, Paying Agent and each Class B Revolving Lender on the Borrower of any such adjustment. The Administrative Agent shall have the continuing right in its commercially reasonable discretion to establish terms and adjust Reserves in determining the Borrowing Base in such amounts, and with respect to such matters, as the Administrative Agent shall deem appropriate in its commercially reasonable discretion, including without limitation Reserves with respect to collection performance, and amounts the Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify the Borrower in writing of any adjustment conditions set forth in the Reserves or the Borrowing Base. Together with each Borrowing Base Certificate delivered pursuant to this clause (a) and each Monthly Servicing Report, the Borrower shall deliver, or cause the Servicer to deliver, to the Administrative Agent a schedule setting forth the applicable Bank Partner Retained Percentage with respect to each ReceivableAgreement.

Collateral Reporting. (i) On each Credit Monthly Reporting Date, with each Release Date andFunding Notice, during the continuance of a Default or Event of Default, and at such other times as the Administrative any Agent or Lender shall requestrequest in its Permitted Discretion, the Borrower shall deliver a Borrowing Base Certificate (calculated as of the close of business of the previous Monthly Period or as of a date no later than three (3) Business Days prior to such request), together with a reconciliation to the Administrative Agentmost recently delivered Borrowing Base Certificate and Borrowing Base Report, in form and substance reasonably satisfactory to the Administrative Agent. Each Borrowing Base Certificate delivered to Administrative Agent, the Administrative Class B Lenders and Paying Agent shall bear a signed statement by an Authorized Officer certifying the accuracy and completeness in all material respects of all information included therein. The execution and delivery of a Borrowing Base Certificate shall in each instance constitute a representation and warranty by Company to Administrative Agent, the Borrower to the Class B Lenders and Paying Agent that each Eligible Receivable included therein satisfies as an “Eligible Receivable” is, in fact, an Eligible Receivable. For avoidance of doubt, and without derogation of the Eligibility Criteria. In Company’s obligations hereunder, in the event any Funding Notice request for a Revolving Loan, or a Borrowing Base Certificate with respect to a Loan or other information required by this Section 5.1(a5.1(f) is delivered to Administrative Agent, the Administrative Class B Lenders and Paying Agent by the Borrower Company electronically or otherwise without signature, such Funding Noticerequest, or such Borrowing Base Certificate or other information shall, upon such delivery, be deemed to be signed and certified on behalf of the Borrower Company by an Authorized Officer and constitute a representation to Administrative Agent, the Administrative Class B Lenders and Paying Agent as to the authenticity thereof. The Administrative Agent shall have the right to review and adjust any such calculation of the Borrowing Base to reflect exclusions from Eligible Receivables, Reserves Receivables or such other matters as are necessary to determine the Borrowing Base, but in each case, case only to the extent the Administrative Agent is expressly provided such discretion by this Agreement Agreement. (ii) On each Monthly Reporting Date, the Master Record and provides written notice to the Borrower of any such adjustment. The Administrative Agent Monthly Servicing Report (which shall have include the continuing right in its commercially reasonable discretion to establish and adjust Reserves in determining the Borrowing Base in such amounts, and with respect to such matters, as performance information reasonably requested by the Administrative Agent shall deem appropriate in its commercially reasonable discretion, including without limitation Reserves with respect related to collection performance, and amounts the Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify the Borrower in writing of any adjustment Repurchased Receivables (as defined in the Reserves or the Borrowing Base. Together with each Borrowing Base Certificate delivered pursuant Asset Purchase Agreement)) to this clause (a) and each Monthly Servicing ReportAdministrative Agent, the Borrower shall deliver, or cause Class B Lenders and Paying Agent on the Servicer to deliver, to terms and conditions set forth in the Administrative Agent a schedule setting forth the applicable Bank Partner Retained Percentage with respect to each ReceivableServicing Agreement.

Collateral Reporting. On each Credit Date, each Release Date and, during (i) The Secured Obligors will furnish to the continuance of a Default Agent (and the Agent agrees to promptly distribute or Event of Default, at such other times as make available to the Administrative Agent shall request, the Borrower shall deliver Lenders) (x) a Borrowing Base Certificate to prepared as of the Administrative Agentlast Business Day of each calendar month (commencing with the calendar month ending January 31, in form 2019) and substance satisfactory to the Administrative Agent. Each Borrowing Base Certificate delivered to the Administrative Agent shall bear a signed statement by an Authorized Officer certifying the accuracy close of business on the 25th day of the following calendar month, and completeness of all information included therein. The execution and delivery of (y) a Borrowing Base Certificate shall in prepared as of the effective date of each instance constitute a representation Appraisal and warranty by the Borrower to the Lenders that each Eligible Receivable included therein satisfies the Eligibility Criteria. In the event any Funding Notice or Borrowing Base Certificate with respect to a Loan or other information required by this Section 5.1(a) is delivered to the Administrative Agent by substantially contemporaneously with the Borrower electronically or otherwise without signature, delivery of such Funding Notice, Appraisal to the Agent. The Agent and the Lenders acknowledge and agree that the applicable Obligors may deliver updated Borrowing Base Certificate Certificates (which the Agent agrees to promptly distribute or other information shall, upon such delivery, be deemed to be signed and certified on behalf of the Borrower by an Authorized Officer and constitute a representation make available to the Administrative Agent Lenders) on a more frequent basis at such Obligors’ option. (ii) At any time and from time to time on or after the consummation of an acquisition permitted hereunder, the applicable Secured Obligors are entitled to calculate the Borrowing Base on a pro forma basis to give effect to such acquisition (including an acquisition of Inventory) for which no Appraisal as to the authenticity thereof. The Administrative Agent shall have the right acquired Rental Equipment is available, and to review and adjust any such calculation of the Borrowing Base to reflect exclusions from Eligible Receivablesaccordingly, Reserves or such other matters as are necessary to determine the Borrowing Base, but in each case, only prior to the extent the Administrative Agent is expressly provided such discretion by this Agreement and provides written notice to the Borrower completion of any such adjustment. The Administrative Agent shall have the continuing right in its commercially reasonable discretion to establish and adjust Reserves in determining the Borrowing Base in such amounts, and with respect to such matters, as the Administrative Agent shall deem appropriate in its commercially reasonable discretion, including without limitation Reserves with respect to collection performance, and amounts the Borrower is required to pay and has failed to payAppraisal; provided, provided that the Administrative Agent shall notify the Borrower in writing aggregate amount of any adjustment in the Reserves or the Borrowing Base. Together with each Borrowing Base Certificate delivered all such adjustments pursuant to this clause (aii) shall not exceed $750,000,000 prior to the date that an Appraisal in respect of or that includes such Rental Equipment is delivered (and each Monthly Servicing Reportno such adjustment shall be permitted after delivery of such Appraisal). (iii) To the extent Holdings or any of its Subsidiaries effects a transaction permitted hereunder on the basis of Specified Availability and relies on the inclusion of Unrestricted Cash as a component of Specified Availability in order to meet the relevant test or threshold, the Borrower shall deliver, or cause the Servicer to deliver, Borrowers’ Agent will deliver to the Administrative Agent, prior to or substantially concurrently with such transaction, a certificate showing the calculation of Specified Availability and attaching a summary report showing the Unrestricted Cash of Holdings, the Borrowers and the Restricted Subsidiaries as of a date that is no more than three Business Days prior to the date of such certificate. (b) The Secured Obligors will furnish to the Agent (and the Agent shall distribute or make available to each Lender that has made a schedule setting forth request for such information through the Agent), as soon as reasonably practicable following the Agent’s request, such other reports as to the Collateral of the applicable Bank Partner Retained Percentage with respect Obligors as the Agent shall reasonably request from time to each Receivabletime. (c) If any of any Borrower’s or Guarantor’s records or reports of the Collateral are prepared by an accounting service or other agent, such Obligor hereby authorizes such service or agent to deliver such records, reports, and related documents to the Agent.

Collateral Reporting. (i) On each Credit Monthly Reporting Date, with each Release Date andFunding Notice, during the continuance of a Default or Event of Default, and at such other times as the Administrative any Agent or Lender shall requestrequest in its Permitted Discretion, the Borrower shall deliver a Borrowing Base Certificate (calculated as of the close of business of the previous Monthly Period or as of a date no later than three (3) Business Days prior to such request), together with a reconciliation to the Administrative Agentmost recently delivered Borrowing Base Certificate and Borrowing Base Report, in form and substance reasonably satisfactory to Administrative Agent and the Administrative AgentRequisite Lenders. Each Borrowing Base Certificate delivered to Administrative Agent, the Administrative Class B Lenders and Paying Agent shall bear a signed statement by an Authorized Officer certifying the accuracy and completeness in all material respects of all information included therein. The execution and delivery of a Borrowing Base Certificate shall in each instance constitute a representation and warranty by Company to Administrative Agent, the Borrower to the Class B Lenders and Paying Agent that each Eligible Receivable included therein satisfies as an “Eligible Receivable” is, in fact, an Eligible Receivable. For avoidance of doubt, and without derogation of the Eligibility Criteria. In Company’s obligations hereunder, in the event any Funding Notice request for a Revolving Loan, or a Borrowing Base Certificate with respect to a Loan or other information required by this Section 5.1(a5.1(f) is delivered to Administrative Agent, the Administrative Class B Lenders and Paying Agent by the Borrower Company electronically or otherwise without signature, such Funding Noticerequest, or such Borrowing Base Certificate or other information shall, upon such delivery, be deemed to be signed and certified on behalf of the Borrower Company by an Authorized Officer and constitute a representation to Administrative Agent, the Administrative Class B Lenders and Paying Agent as to the authenticity thereof. The Administrative Agent shall have the right to review and adjust any such calculation of the Borrowing Base to reflect exclusions from Eligible Receivables, Reserves Receivables or such other matters as are necessary to determine the Borrowing Base, but in each case, case only to the extent the Administrative Agent is expressly provided such discretion by this Agreement Agreement. (ii) On each Monthly Reporting Date, the Master Record and provides written notice to the Borrower of any such adjustment. The Administrative Agent Monthly Servicing Report (which shall have include the continuing right in its commercially reasonable discretion to establish and adjust Reserves in determining the Borrowing Base in such amounts, and with respect to such matters, as performance information reasonably requested by the Administrative Agent shall deem appropriate in its commercially reasonable discretion, including without limitation Reserves with respect or a Class B Lender related to collection performance, and amounts the Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify the Borrower in writing of any adjustment Repurchased Receivables (as defined in the Reserves or the Borrowing Base. Together with each Borrowing Base Certificate delivered pursuant Asset Purchase Agreement)) to this clause (a) and each Monthly Servicing ReportAdministrative Agent, the Borrower shall deliver, or cause Class B Lenders and Paying Agent on the Servicer to deliver, to terms and conditions set forth in the Administrative Agent a schedule setting forth the applicable Bank Partner Retained Percentage with respect to each ReceivableServicing Agreement.

Collateral Reporting. On (a) The Collateral Agent shall perform (or shall have performed in the case of clause (i) below) the following functions: (i) create a Collateral database within 30 days of the Original Closing Date; (ii) permit access to the information in the Collateral database to the Collateral Manager and the Borrower; (iii) update the Collateral database promptly for ratings changes; (iv) update the Collateral database promptly for Collateral Obligations, Equity Securities and Eligible Investments acquired or sold or otherwise disposed of and for any amendments or changes to loan amounts or interest rates; (v) prepare and arrange for the delivery of each Credit DateMonthly Report and Payment Date Report; and (vi) provide the Collateral Manager with such other information as may be reasonably requested by the Collateral Manager and as is within the possession of the Collateral Agent. (b) Not later than 3 Business Days prior to each Monthly Report Date or the close of business on each Determination Date preceding a Payment Date with respect to each Monthly Report or Payment Date Report required to be provided by the Borrower pursuant to Sections 8.06(a) and 8.06(b)), as applicable, the Collateral Agent shall calculate, using the information contained in the Collateral database created by the Collateral Agent and any other Collateral information normally maintained by the Collateral Agent, and subject to the Collateral Agent's receipt from the Collateral Manager of information with respect to the Collateral that is not contained in such Collateral database or normally maintained by the Collateral Agent, each Release item required to be stated in such Monthly Report or Payment Date and, during Report. (c) Upon notification by the continuance Collateral Manager of a Default or Event proposed purchase of Defaultany Collateral Obligation pursuant to this Agreement (accompanied by such information concerning the Collateral Obligation to be purchased as may be necessary to make the calculations referred to below), at such other times as the Administrative Collateral Agent shall requestcalculate each criterion included in the Eligibility Criteria (other than clause (a) thereof) as a condition to such purchase in accordance with this Agreement, in all cases, based upon information contained in the Collateral database and information furnished by the Borrower and Collateral Manager, and provide the results of such calculations to the Collateral Manager so that the Collateral Manager may determine whether such purchase is permitted by this Agreement. The Collateral Agent shall deliver a Borrowing Base Certificate draft of such calculation to the Administrative Agent, Collateral Manager reasonably promptly but in form no event later than two Business Days after the later of (i) notification of such proposed purchase by the Collateral Manager and substance satisfactory to the Administrative Agent. Each Borrowing Base Certificate delivered to the Administrative Agent shall bear a signed statement by an Authorized Officer certifying the accuracy and completeness (ii) delivery of all information included thereinto the Collateral Agent necessary to complete such calculations. For the avoidance of doubt, the Collateral Agent shall have no obligation to determine (and the Collateral Manager will timely advise the Collateral Agent) whether any item of Collateral meets the definition of "Collateral Obligation", "Credit Risk Loan", "Equity Security", "Defaulted Loan" or "Excess Concentration Loan". (d) Upon written notification by the Collateral Manager of a proposed sale of any Collateral Obligation pursuant to Section 10.01 of this Agreement, the Collateral Agent shall calculate each criterion set forth in the Section 10.01, if any, as a condition to such disposition and provide the results of such calculations to the Collateral Manager so that the Collateral Manager may determine whether such sale is permitted by this Agreement. The execution Collateral Agent shall deliver a draft of such calculations to the Collateral Manager reasonably promptly but in no event later than two Business Days after the later of (i) notification of such proposed sale by the Collateral Manager and (ii) delivery of a Borrowing Base Certificate shall in each instance constitute a representation and warranty all information to the Collateral Agent necessary to complete such calculations. (e) With respect to the calculations to be provided by the Borrower Collateral Agent set forth in Sections 8.13(c) and (d) above, in no event shall the Collateral Agent be required to deliver such calculations earlier than one Business Day following the Lenders that each Eligible Receivable included therein satisfies receipt by the Eligibility CriteriaCollateral Agent of all information necessary to complete such calculations. In the event any Funding Notice or Borrowing Base Certificate with respect the Collateral Manager does not provide the Collateral Agent the items necessary to a Loan or other information complete the calculations required by this Section 5.1(aSections 8.13(c) is delivered and (d) above and/or the Collateral Manager proceeds with a sale or purchase of the applicable Collateral prior to the Administrative time the Collateral Agent by delivers such calculations, the Borrower electronically or otherwise without signature, such Funding Notice, Borrowing Base Certificate or other information shall, Collateral Agent shall not be responsible for determining whether the provisions of this Agreement have been satisfied (including compliance with the Eligibility Criteria) and the Collateral Agent shall be entitled to rely upon such delivery, be deemed to be signed and certified on behalf the instructions of the Borrower by an Authorized Officer Collateral Manager in all respects, including but not limited to instructions (which may be in the form of trade tickets) to release the applicable Collateral from the lien of this Agreement or to acquire the applicable Collateral. In the event the Collateral Manager consummates a sale or purchase prior to receiving the calculations of the Collateral Agent, the Collateral Agent shall be under no duty, and constitute a representation shall incur no liability, to perform the calculations set forth in Sections 8.13(c) and (d) above. (f) Subject to the Administrative Agent as to the authenticity thereof. The Administrative Agent shall have the right to review and adjust any such calculation mutual agreement of the Borrowing Base to reflect exclusions from Eligible Receivablesparties hereto regarding reasonable compensation for the Collateral Agent, Reserves or perform such other matters calculations and prepare such other reports as the Collateral Manager may reasonably request in writing and that are necessary to determine the Borrowing Base, but in each case, only to the extent the Administrative Agent is expressly provided such discretion required by this Agreement and provides written notice as the Collateral Agent may agree to in writing, which agreement shall not be unreasonably withheld. (g) Nothing herein shall prevent the Borrower Collateral Agent or any of its Affiliates from engaging in other businesses or from rendering services of any such adjustment. kind to any Person. (h) The Administrative Collateral Agent shall have the continuing right no obligation to determine Market Value or price in its commercially reasonable discretion to establish and adjust Reserves in determining the Borrowing Base in such amounts, and connection with respect to such matters, as the Administrative Agent shall deem appropriate in its commercially reasonable discretion, including without limitation Reserves with respect to collection performance, and amounts the Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify the Borrower in writing of any adjustment in the Reserves actions or the Borrowing Base. Together with each Borrowing Base Certificate delivered pursuant to duties under this clause (a) and each Monthly Servicing Report, the Borrower shall deliver, or cause the Servicer to deliver, to the Administrative Agent a schedule setting forth the applicable Bank Partner Retained Percentage with respect to each ReceivableAgreement.

Collateral Reporting. On (a) Deliver to the Administrative Agent, within fifteen (15) days (if any Trigger Event shall be continuing, within five (5) days) of the end of each Credit Date, each Release Date and, month (or more frequently if reasonably requested by the Administrative Agent or if requested at any time during the continuance of a Default Trigger Event), a Borrowing Base Certificate (which shall be calculated as of the last day of the immediately preceding month and which shall not be binding upon the Administrative Agent or Event restrictive of Defaultthe Administrative Agent’s rights under this Agreement). Any immaterial error in a Borrowing Base Certificate (or immaterial discrepancy between the Borrowing Base Amount set forth in a Borrowing Base Certificate the Borrowing Base Amount as calculated by the Administrative Agent) shall not constitute a default under this Section 7.2(a) unless the correction of such error or discrepancy results in an obligation to make a mandatory prepayment under Section 2.4(b). (b) Deliver to the Administrative Agent on or before the fifteenth (15th) day of each month as and for the prior month, for each Borrower on an individual basis (x) accounts receivable agings and (y) accounts payable agings. In addition, each Borrower shall deliver to the Administrative Agent at such other times intervals as the Administrative Agent shall requestmay reasonably require: (i) confirmatory assignment schedules, (ii) copies of Customer’s invoices, (iii) evidence of shipment or delivery, and (iv) such further schedules, documents and/or information regarding the Borrower shall deliver a Borrowing Base Certificate to the Administrative Agent, in form and substance satisfactory to the Administrative Agent. Each Borrowing Base Certificate delivered to Collateral as the Administrative Agent shall bear a signed statement by an Authorized Officer certifying the accuracy may reasonably require, including trial balances and completeness of all information included therein. The execution and delivery of a Borrowing Base Certificate shall in each instance constitute a representation and warranty by the Borrower to the Lenders that each Eligible Receivable included therein satisfies the Eligibility Criteria. In the event any Funding Notice or Borrowing Base Certificate with respect to a Loan or other information required by this Section 5.1(a) is delivered to the Administrative Agent by the Borrower electronically or otherwise without signature, such Funding Notice, Borrowing Base Certificate or other information shall, upon such delivery, be deemed to be signed and certified on behalf of the Borrower by an Authorized Officer and constitute a representation to the Administrative Agent as to the authenticity thereoftest verifications. The Administrative Agent shall have the right to review confirm and adjust verify all Receivables by any such calculation of the Borrowing Base to reflect exclusions from Eligible Receivables, Reserves or such other matters as are necessary to determine the Borrowing Base, but in each case, only to the extent manner and through any medium it considers commercially reasonable. (c) Notify the Administrative Agent is expressly promptly if any of its Receivables arise out of contracts between any Credit Party and the United States, any State thereof, the District of Columbia or any department, agency or instrumentality of any of them. (d) The items to be provided such discretion by this Agreement under clauses (a) and provides written notice (b) above are to be in form reasonably satisfactory to the Borrower of any such adjustment. The Administrative Agent shall have and executed by each Borrower and delivered to the continuing right Administrative Agent from time to time solely for the Administrative Agent’s convenience in its commercially reasonable discretion to establish and adjust Reserves in determining maintaining records of the Borrowing Base in such amountsCollateral, and with respect any Borrower’s failure to deliver any of such matters, as items to the Administrative Agent shall deem appropriate in its commercially reasonable discretionnot affect, including without limitation Reserves terminate, modify or otherwise limit the Administrative Agent’s Lien with respect to collection performance, and amounts the Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify the Borrower in writing of any adjustment in the Reserves or the Borrowing Base. Together with each Borrowing Base Certificate delivered pursuant to this clause (a) and each Monthly Servicing Report, the Borrower shall deliver, or cause the Servicer to deliver, to the Administrative Agent a schedule setting forth the applicable Bank Partner Retained Percentage with respect to each ReceivableCollateral.

Collateral Reporting. (i) On each Credit Monthly Reporting Date, with each Release Date andFunding Notice, during the continuance of a Default or Event of Default, and at such other times as the Administrative any Agent or Lender shall requestrequest in its Permitted Discretion, the Borrower shall deliver a Borrowing Base Certificate (calculated as of the close of business of the previous Monthly Period or as of a date no later than three (3) Business Days prior to such request), together with a reconciliation to the Administrative Agentmost recently delivered Borrowing Base Certificate and Borrowing Base Report, in form and substance reasonably satisfactory to the Administrative Agent and Paying Agent. Each Borrowing Base Certificate delivered to the Administrative Agent and Paying Agent shall bear a signed statement by an Authorized Officer certifying the accuracy and completeness in all material respects of all information included therein. The execution and delivery of a Borrowing Base Certificate (other than any Original Borrowing Base Certificate to the extent a Replacement Borrowing Base Certificate has been delivered in substitute thereof in accordance with Section 2.1(c)(ii)) shall in each instance constitute a representation and warranty by the Borrower Company to the Lenders Administrative Agent and Paying Agent that each Eligible Receivable included therein satisfies the Eligibility Criteriaas an “Eligible Receivable” is, in fact, an Eligible Receivable. In the event any Funding Notice request for a Revolving Loan, or a Borrowing Base Certificate with respect to a Loan or other information required by this Section 5.1(a5.1(f) is delivered to the Administrative Agent and Paying Agent by the Borrower Company electronically or otherwise without signature, such Funding Noticerequest, or such Borrowing Base Certificate or other information shall, upon such delivery, be deemed to be signed and certified on behalf of the Borrower Company by an Authorized Officer and constitute a representation to the Administrative Agent and Paying Agent as to the authenticity thereof. The Administrative Agent shall have the right to review and adjust any such calculation of the Borrowing Base to reflect exclusions from Eligible Receivables, Reserves Receivables or such other matters as are necessary to determine the Borrowing Base, but in each case, case only to the extent the Administrative Agent is expressly provided such discretion by this Agreement Agreement. (ii) On each Monthly Reporting Date, the Master Record and provides written notice the Monthly Servicing Report to the Borrower of any such adjustment. The Administrative Agent shall have and Paying Agent on the continuing right in its commercially reasonable discretion to establish terms and adjust Reserves in determining the Borrowing Base in such amounts, and with respect to such matters, as the Administrative Agent shall deem appropriate in its commercially reasonable discretion, including without limitation Reserves with respect to collection performance, and amounts the Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify the Borrower in writing of any adjustment conditions set forth in the Reserves or the Borrowing Base. Together with each Borrowing Base Certificate delivered pursuant to this clause (a) and each Monthly Servicing Report, the Borrower shall deliver, or cause the Servicer to deliver, to the Administrative Agent a schedule setting forth the applicable Bank Partner Retained Percentage with respect to each ReceivableAgreement.

Collateral Reporting. On each Credit Date(a) Provide, each Release Date andor cause to be provided, during the continuance of a Default or Event of Default, at such other times as the Administrative Agent shall request, the Borrower shall deliver a Borrowing Base Certificate to the Administrative Agent, a Borrowing Base Certificate (i) on or before the twelfth (12th) Business Day of each calendar month for the preceding calendar month-end and (ii) during the continuance of an Availability Triggering Event, on each Friday (with respect to the week ending the previous Friday) or any later date approved by the Administrative Agent in form and substance satisfactory its sole discretion. If any of the Loan Parties’ records or reports of the Collateral required to be delivered pursuant to this Agreement or any other Loan Document are prepared by an accounting service or other agent, each Loan Party hereby authorizes such service or agent to deliver such records or reports to the Administrative Agent, for distribution to the Lenders. Each Without limiting the foregoing, a Borrower may, at or prior to the closing of a Permitted Business Acquisition (but subject to any review of the acquired company’s Eligible Accounts and Eligible Inventory as required by the definitions of such terms), deliver a revised Borrowing Base Certificate delivered showing the Borrowing Base on a Pro Forma Basis after giving effect to such acquisition, which would be effective for purposes of Borrowing as of the time of the closing of such Permitted Business Acquisition and, for the avoidance of doubt, demonstrating compliance with the requirements of clause (iii) of the definition thereof. The applicable Borrower shall be permitted upon notice of such election to the Administrative Agent shall bear a signed statement by to deliver an Authorized Officer certifying the accuracy and completeness of all information included therein. The execution and delivery of a updated Borrowing Base Certificate shall more frequently than monthly (as specified in each instance constitute a representation and warranty by such notice); provided that in such case, such Borrower shall, for the Borrower to the Lenders that each Eligible Receivable included therein satisfies the Eligibility Criteria. In the event any Funding Notice or immediately following 90 days, deliver an updated Borrowing Base Certificate with respect to a Loan or other information required by this Section 5.1(athe same frequency as the frequency specified in such notice. (b) is delivered Deliver to the Administrative Agent (i) concurrently with the delivery of each Borrowing Base Certificate, a summary of Inventory by location and type with a supporting perpetual Inventory report consistent with past practice; (ii) concurrently with the Borrower electronically delivery of each Borrowing Base Certificate, a monthly trial balance showing Accounts outstanding aged from due date as follows: current, 1 to 30 days, 31 to 60 days and 61 days or otherwise without signaturemore, (iii) from time to time, such Funding Notice, other information with respect to the Borrowing Base Certificate or any other information shall, upon such delivery, reports delivered under this Section 6.13 as shall be deemed to be signed and certified on behalf of the Borrower requested by an Authorized Officer and constitute a representation to the Administrative Agent as to in its reasonable discretion; and (iv) at the authenticity thereof. The Administrative Agent shall have the right to review and adjust any such calculation time of delivery of each of the Borrowing Base to reflect exclusions from Eligible Receivables, Reserves or such other matters as are necessary to determine the Borrowing Base, but in each case, only to the extent the Administrative Agent is expressly provided such discretion by this Agreement and provides written notice to the Borrower of any such adjustment. The Administrative Agent shall have the continuing right in its commercially reasonable discretion to establish and adjust Reserves in determining the Borrowing Base in such amounts, and with respect to such matters, as the Administrative Agent shall deem appropriate in its commercially reasonable discretion, including without limitation Reserves with respect to collection performance, and amounts the Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify the Borrower in writing of any adjustment in the Reserves or the Borrowing Base. Together with each Borrowing Base Certificate monthly financial statements delivered pursuant to this clause Section 6.04(c): (aA) a reconciliation of the most recent Borrowing Base and month-end Inventory reports by location each Monthly Servicing Report, Borrower’s general ledger and monthly financial statements delivered pursuant to Section 6.04(c); (B) a reconciliation of the Borrower shall deliver, or cause the Servicer to deliver, accounts receivable aging to the Administrative Agent Borrowers’ most recent Borrowing Base Certificate, general ledger and monthly financial statements delivered pursuant to Section 6.04(c); (C) an aging of accounts payable and a schedule setting forth the applicable Bank Partner Retained Percentage with respect reconciliation of such accounts payable aging to each ReceivableBorrower’s general ledger and monthly financial statements delivered pursuant to Section 6.04(c); and (D) in the case of any monthly financial statements delivered for the last month of a fiscal quarter, a listing of government contracts, including those that are subject to the Federal Assignment of Claims Act of 1940 or any similar state or municipal law.

Collateral Reporting. (i) On each Credit Monthly Reporting Date, with each Release Date andFunding Notice, during the continuance of a Default or Event of Default, and at such other times as the Administrative any Agent or Lender shall requestrequest in its Permitted Discretion, the Borrower shall deliver a Borrowing Base Certificate (calculated as of the close of business of the previous Monthly Period or as of a date no later than three (3) Business Days prior to such request), together with a reconciliation to the Administrative Agentmost recently delivered Borrowing Base Certificate and Borrowing Base Report, in form and substance reasonably satisfactory to Administrative Agent, Paying Agent, each Class A Managing Agent and the Administrative Class B Agent. Each Borrowing Base Certificate delivered to Administrative Agent, Paying Agent, each Class A Managing Agent and the Administrative Class B Agent shall bear a signed statement by an Authorized Officer certifying the accuracy and completeness in all material respects of all information included therein. The execution and delivery of a Borrowing Base Certificate (other than any Original Borrowing Base Certificate to the extent a Replacement Borrowing Base Certificate has been delivered in substitute thereof in accordance with Section 2.1(d)(ii)) shall in each instance constitute a representation and warranty by the Borrower Company to the Lenders Administrative Agent, Paying Agent, each Class A Managing Agent and each Class B Revolving Lender that each Eligible Receivable included therein satisfies the Eligibility Criteriaas an “Eligible Receivable” is, in fact, an Eligible Receivable. In the event any Funding Notice request for a Loan, or a Borrowing Base Certificate with respect to a Loan or other information required by this Section 5.1(a5.1(f) is delivered to Administrative Agent, Paying Agent, each Class A Managing Agent and the Administrative Class B Agent by the Borrower Company electronically or otherwise without signature, such Funding Noticerequest, or such Borrowing Base Certificate or other information shall, upon such delivery, be deemed to be signed and certified on behalf of the Borrower Company by an Authorized Officer and constitute a representation to the Administrative Agent, Paying Agent, each Class A Managing Agent and each Class B Revolving Lender as to the authenticity thereof. The Administrative Agent shall have the right to review and adjust any such calculation of the Borrowing Base to reflect exclusions from Eligible Receivables, Reserves Receivables or such other matters as are necessary to determine the Borrowing Base, but in each case, case only to the extent the Administrative Agent is expressly provided such discretion by this Agreement Agreement. (ii) On each Monthly Reporting Date, (A) the Monthly Servicing Report to Administrative Agent, Paying Agent, each Class A Managing Agent and provides written notice the Class B Agent on the terms and conditions set forth in the Servicing Agreement, and (B) the Master Record to the Borrower Paying Agent. Notwithstanding any other provision of any such adjustment. The Administrative the Credit Documents, no Lender or Agent (other than the Paying Agent) shall have a right to receive the continuing right in its commercially reasonable discretion to establish and adjust Reserves in determining the Borrowing Base in such amounts, and with respect to such matters, as the Administrative Agent shall deem appropriate in its commercially reasonable discretion, including without limitation Reserves with respect to collection performance, and amounts the Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify the Borrower in writing of any adjustment in the Reserves or the Borrowing Base. Together with each Borrowing Base Certificate delivered pursuant to this clause (a) and each Monthly Servicing Report, the Borrower shall deliver, or cause the Servicer to deliver, to the Administrative Agent a schedule setting forth the applicable Bank Partner Retained Percentage with respect to each ReceivableMaster Record.

Collateral Reporting. On each Credit Date, each Release Date and, during the continuance of a Default or Event of DefaultDefault or following a Tier 2 Collateral Performance Trigger, at such other times as the Administrative Agent shall request, the Borrower shall deliver a Borrowing Base Certificate to the Administrative Agent, in form and substance satisfactory to the Administrative Agent. Each Borrowing Base Certificate delivered to the Administrative Agent shall bear a signed statement by an Authorized Officer certifying the accuracy and completeness of all information included therein. The execution and delivery of a Borrowing Base Certificate shall in each instance constitute a representation and warranty by the Borrower to the Agents and the Lenders that each Eligible Receivable included therein satisfies the Eligibility Criteria. In the event any Funding Notice or Funds Release Request or Borrowing Base Certificate with respect to a Loan or other information required by this Section 5.1(a) is delivered to the Administrative Agent by the Borrower electronically or otherwise without signature, such Funding Notice, Funds Release Request, Borrowing Base Certificate or other information shall, upon such delivery, be deemed to be signed and certified on behalf of the Borrower by an Authorized Officer and constitute a representation to the Administrative Agent as to the authenticity thereof. The Administrative Agent shall have the right to review and adjust any such calculation of the Borrowing Base to reflect exclusions from Eligible Receivables, Reserves or such other matters as are necessary to determine the Borrowing Base, but in each case, only to the extent the Administrative Agent is expressly provided such discretion by this Agreement and provides written notice to the Borrower of any such adjustment. The Administrative Agent shall have the continuing right in its commercially reasonable discretion to establish and adjust Reserves in determining the Borrowing Base in such amounts, and with respect to such matters, as the Administrative Agent shall deem appropriate in its commercially reasonable discretion, including without limitation Reserves with respect to collection performance, and amounts the Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify the Borrower in writing of any adjustment in the Reserves or the Borrowing Base. Together with each Borrowing Base Certificate delivered pursuant to this clause (a) and each Monthly Servicing Report, the Borrower shall deliver, or cause the Servicer to deliver, to the Administrative Agent a schedule setting forth the applicable Bank Partner Retained Percentage with respect to each Receivable.

Collateral Reporting. (i) On each Credit Monthly Reporting Date, with each Release Date andFunding Notice, during the continuance of a Default or Event of Default, and at such other times as the Administrative any Agent or Lender shall requestrequest in its Permitted Discretion, the Borrower shall deliver a Borrowing Base Certificate (calculated as of the close of business of the previous Monthly Period or as of a date no later than three (3) Business Days prior to such request), together with a reconciliation to the Administrative Agentmost recently delivered Borrowing Base Certificate and Borrowing Base Report, in form and substance reasonably satisfactory to the Administrative Agent. Each Borrowing Base Certificate delivered to Administrative Agent, the Administrative Class B Revolving Lenders and Paying Agent shall bear a signed statement by an Authorized Officer certifying the accuracy and completeness in all material respects of all information included therein. The execution and delivery of a Borrowing Base Certificate shall in each instance constitute a representation and warranty by Company to Administrative Agent, the Borrower to the Class B Revolving Lenders and Paying Agent that each Eligible Receivable included therein satisfies as an “Eligible Receivable” is, in fact, an Eligible Receivable. For avoidance of doubt, and without derogation of the Eligibility Criteria. In Company’s obligations hereunder, in the event any Funding Notice request for a Revolving Loan, or a Borrowing Base Certificate with respect to a Loan or other information required by this Section 5.1(a5.1(f) is delivered to Administrative Agent, the Administrative Class B Revolving Lenders and Paying Agent by the Borrower Company electronically or otherwise without signature, such Funding Noticerequest, or such Borrowing Base Certificate or other information shall, upon such delivery, be deemed to be signed and certified on behalf of the Borrower Company by an Authorized Officer and constitute a EAST\148781874.9 representation to Administrative Agent, the Administrative Class B Revolving Lenders and Paying Agent as to the authenticity thereof. The Administrative Agent shall have the right to review and adjust any such calculation of the Borrowing Base to reflect exclusions from Eligible Receivables, Reserves Receivables or such other matters as are necessary to determine the Borrowing Base, but in each case, case only to the extent the Administrative Agent is expressly provided such discretion by this Agreement Agreement. (ii) On each Monthly Reporting Date, the Master Record and provides written notice the Monthly Servicing Report to Administrative Agent, the Borrower of any such adjustment. The Administrative Class B Revolving Lenders and Paying Agent shall have on the continuing right in its commercially reasonable discretion to establish terms and adjust Reserves in determining the Borrowing Base in such amounts, and with respect to such matters, as the Administrative Agent shall deem appropriate in its commercially reasonable discretion, including without limitation Reserves with respect to collection performance, and amounts the Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify the Borrower in writing of any adjustment conditions set forth in the Reserves or the Borrowing Base. Together with each Borrowing Base Certificate delivered pursuant to this clause (a) and each Monthly Servicing Report, the Borrower shall deliver, or cause the Servicer to deliver, to the Administrative Agent a schedule setting forth the applicable Bank Partner Retained Percentage with respect to each ReceivableAgreement.

Collateral Reporting. (i) On each Credit Monthly Reporting Date, with each Release Date andFunding Notice, during the continuance of a Default or Event of Default, and at such other times as the Administrative any Agent or Lender shall requestrequest in its Permitted Discretion, the Borrower shall deliver a Borrowing Base Certificate (calculated as of the close of business of the previous Monthly Period or as of a date no later than three (3) Business Days prior to such request), together with a reconciliation to the Administrative Agentmost recently delivered Borrowing Base Certificate and Borrowing Base Report, in form and substance reasonably satisfactory to the Administrative Agent, and which includes the data to support the calculations for such Borrowing Base Certificate and Borrowing Base Report. Each Borrowing Base Certificate delivered to Administrative Agent and the Administrative Paying Agent shall bear a signed statement by an Authorized Officer certifying the accuracy and completeness in all material respects of all information included therein. The execution and delivery of a Borrowing Base Certificate (other than any Original Borrowing Base Certificate to the extent a Replacement Borrowing Base Certificate has been delivered in substitute thereof in accordance with Section 2.1(c)(ii)) shall in each instance constitute a representation and warranty by Company to Administrative Agent and the Borrower to the Lenders Paying Agent that each Eligible Receivable included therein satisfies as an “Eligible Receivable” is, in fact, an Eligible Receivable. For avoidance of doubt, and without derogation of the Eligibility Criteria. In Company’s obligations hereunder, in the event any Funding Notice request for a Revolving Loan, or a Borrowing Base Certificate with respect to a Loan or other information required by this Section 5.1(a5.1(f) is delivered to the Administrative Agent and the Paying Agent by the Borrower Company electronically or otherwise without signature, such Funding Noticerequest, or such Borrowing Base Certificate or other information shall, upon such delivery, be deemed to be signed and certified on behalf of the Borrower Company by an Authorized Officer and constitute a representation to Administrative Agent and the Administrative Paying Agent as to the authenticity thereof. The Administrative Agent shall have the right to review and adjust any such calculation of the Borrowing Base to reflect exclusions from Eligible Receivables, Reserves Receivables or such other matters as are necessary to determine the Borrowing BaseBase in accordance with this Agreement. (ii) On each Monthly Reporting Date, but the Master Record, the Monthly Servicing Report and a data tape which includes the data to support the calculations in each case, only the Monthly Servicing Report to the extent the Administrative Agent is expressly provided such discretion by this Agreement and provides written notice to the Borrower of any such adjustment. The Administrative Paying Agent shall have on the continuing right in its commercially reasonable discretion to establish terms and adjust Reserves in determining the Borrowing Base in such amounts, and with respect to such matters, as the Administrative Agent shall deem appropriate in its commercially reasonable discretion, including without limitation Reserves with respect to collection performance, and amounts the Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify the Borrower in writing of any adjustment conditions set forth in the Reserves or the Borrowing Base. Together with each Borrowing Base Certificate delivered pursuant to this clause (a) and each Monthly Servicing Report, the Borrower shall deliver, or cause the Servicer to deliver, to the Administrative Agent a schedule setting forth the applicable Bank Partner Retained Percentage with respect to each ReceivableAgreement.

Collateral Reporting. On (a) The Collateral Agent shall perform the following functions: (i) create a Collateral database within 30 days of the Closing Date; (ii) permit access to the information in the Collateral database to the Collateral Manager and the Borrower; (iii) update the Collateral database promptly for ratings changes; (iv) update the Collateral database promptly for Collateral Obligations, Equity Securities and Eligible Investments acquired or sold or otherwise disposed of and for any amendments or changes to loan amounts or interest rates; (v) prepare and arrange for the delivery of each Credit DateMonthly Report and Payment Date Report; and (vi) provide the Collateral Manager with such other information as may be reasonably requested by the Collateral Manager and as is within the possession of the Collateral Agent. (b) Not later than 3 Business Days prior to each Monthly Report Date or the close of business on each Determination Date preceding a Payment Date with respect to each Monthly Report or Payment Date Report required to be provided by the Borrower pursuant to Sections 8.06(a) and 8.06(b)), as applicable, the Collateral Agent shall calculate, using the information contained in the Collateral database created by the Collateral Agent and any other Collateral information normally maintained by the Collateral Agent, and subject to the Collateral Agent’s receipt from the Collateral Manager of information with respect to the Collateral that is not contained in such Collateral database or normally maintained by the Collateral Agent, each Release item required to be stated in such Monthly Report or Payment Date and, during Report. (c) Upon notification by the continuance Collateral Manager of a Default or Event proposed purchase of Defaultany Collateral Obligation pursuant to this Agreement (accompanied by such information concerning the Collateral Obligation to be purchased as may be necessary to make the calculations referred to below), at such other times as the Administrative Collateral Agent shall requestcalculate each criterion included in the Eligibility Criteria (other than clause (a) thereof) as a condition to such purchase in accordance with this Agreement, in all cases, based upon information contained in the Collateral database and information furnished by the Borrower and Collateral Manager, and provide the results of such calculations to the Collateral Manager so that the Collateral Manager may determine whether such purchase is permitted by this Agreement. The Collateral Agent shall deliver a Borrowing Base Certificate draft of such calculation to the Administrative Agent, Collateral Manager reasonably promptly but in form no event later than two Business Days after the later of (i) notification of such proposed purchase by the Collateral Manager and substance satisfactory to the Administrative Agent. Each Borrowing Base Certificate delivered to the Administrative Agent shall bear a signed statement by an Authorized Officer certifying the accuracy and completeness (ii) delivery of all information included thereinto the Collateral Agent necessary to complete such calculations. For the avoidance of doubt, the Collateral Agent shall have no obligation to determine (and the Collateral Manager will timely advise the Collateral Agent) whether any item of Collateral meets the definition of “Collateral Obligation”, “Credit Risk Loan”, “Equity Security”, “Defaulted Loan” or “Excess Concentration Loan”. (d) Upon written notification by the Collateral Manager of a proposed sale of any Collateral Obligation pursuant to Section 10.01 of this Agreement, the Collateral Agent shall calculate each criterion set forth in the Section 10.01, if any, as a condition to such disposition and provide the results of such calculations to the Collateral Manager so that the Collateral Manager may determine whether such sale is permitted by this Agreement. The execution Collateral Agent shall deliver a draft of such calculations to the Collateral Manager reasonably promptly but in no event later than two Business Days after the later of (i) notification of such proposed sale by the Collateral Manager and (ii) delivery of a Borrowing Base Certificate shall in each instance constitute a representation and warranty all information to the Collateral Agent necessary to complete such calculations. (e) With respect to the calculations to be provided by the Borrower Collateral Agent set forth in Sections 8.13(c) and (d) above, in no event shall the Collateral Agent be required to deliver such calculations earlier than one Business Day following the Lenders that each Eligible Receivable included therein satisfies receipt by the Eligibility CriteriaCollateral Agent of all information necessary to complete such calculations. In the event any Funding Notice or Borrowing Base Certificate with respect the Collateral Manager does not provide the Collateral Agent the items necessary to a Loan or other information complete the calculations required by this Section 5.1(aSections 8.13(c) is delivered and (d) above and/or the Collateral Manager proceeds with a sale or purchase of the applicable Collateral prior to the Administrative time the Collateral Agent by delivers such calculations, the Borrower electronically or otherwise without signature, such Funding Notice, Borrowing Base Certificate or other information shall, Collateral Agent shall not be responsible for determining whether the provisions of this Agreement have been satisfied (including compliance with the Eligibility Criteria) and the Collateral Agent shall be entitled to rely upon such delivery, be deemed to be signed and certified on behalf the instructions of the Borrower by an Authorized Officer Collateral Manager in all respects, including but not limited to instructions (which may be in the form of trade tickets) to release the applicable Collateral from the lien of this Agreement or to acquire the applicable Collateral. In the event the Collateral Manager consummates a sale or purchase prior to receiving the calculations of the Collateral Agent, the Collateral Agent shall be under no duty, and constitute a representation shall incur no liability, to perform the calculations set forth in Sections 8.13(c) and (d) above. (f) Subject to the Administrative Agent as to the authenticity thereof. The Administrative Agent shall have the right to review and adjust any such calculation mutual agreement of the Borrowing Base to reflect exclusions from Eligible Receivablesparties hereto regarding reasonable compensation for the Collateral Agent, Reserves or perform such other matters calculations and prepare such other reports as the Collateral Manager may reasonably request in writing and that are necessary to determine the Borrowing Base, but in each case, only to the extent the Administrative Agent is expressly provided such discretion required by this Agreement and provides written notice as the Collateral Agent may agree to in writing, which agreement shall not be unreasonably withheld. (g) Nothing herein shall prevent the Borrower Collateral Agent or any of its Affiliates from engaging in other businesses or from rendering services of any such adjustment. kind to any Person. (h) The Administrative Collateral Agent shall have the continuing right no obligation to determine Market Value or price in its commercially reasonable discretion to establish and adjust Reserves in determining the Borrowing Base in such amounts, and connection with respect to such matters, as the Administrative Agent shall deem appropriate in its commercially reasonable discretion, including without limitation Reserves with respect to collection performance, and amounts the Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify the Borrower in writing of any adjustment in the Reserves actions or the Borrowing Base. Together with each Borrowing Base Certificate delivered pursuant to duties under this clause (a) and each Monthly Servicing Report, the Borrower shall deliver, or cause the Servicer to deliver, to the Administrative Agent a schedule setting forth the applicable Bank Partner Retained Percentage with respect to each ReceivableAgreement.

Collateral Reporting. (i) On each Credit Monthly Reporting Date, with each Release Date andFunding Notice, during the continuance of a Default or Event of Default, and at such other times as the Administrative any Agent or Lender shall requestrequest in its Permitted Discretion, the Borrower shall deliver a Borrowing Base Certificate (calculated as of the close of business of the previous Monthly Period or as of a date no later than three (3) Business Days prior to such request), together with a reconciliation to the Administrative Agentmost recently delivered Borrowing Base Certificate and Borrowing Base Report, in form and substance reasonably satisfactory to the Administrative Agent. Each Borrowing Base Certificate delivered to Administrative Agent, the Administrative Class B Lenders and Paying Agent shall bear a signed statement by an Authorized Officer certifying the accuracy and completeness in all material respects of all information included therein. The execution and delivery of a Borrowing Base Certificate shall in each instance constitute a representation and warranty by Company to Administrative Agent, the Borrower to the Class B Lenders and Paying Agent that each Eligible Receivable included therein satisfies as an “Eligible Receivable” is, in fact, an Eligible Receivable. For avoidance of doubt, and without derogation of the Eligibility Criteria. In Company’s obligations hereunder, in the event any Funding Notice request for a Revolving Loan, or a Borrowing Base Certificate with respect to a Loan or other information required by this Section 5.1(a5.1(f) is delivered to Administrative Agent, the Administrative Class B Lenders and Paying Agent by the Borrower Company electronically or otherwise without signature, such Funding Noticerequest, or such Borrowing Base Certificate or other information shall, upon such delivery, be deemed to be signed and certified on behalf of the Borrower Company by an Authorized Officer and constitute a representation to Administrative Agent, the Administrative Class B Lenders and Paying Agent as to the authenticity thereof. The Administrative Agent shall have the right to review and adjust any such calculation of the Borrowing Base to reflect exclusions from Eligible Receivables, Reserves Receivables or such other matters as are necessary to determine the Borrowing Base, but in each case, case only to the extent the Administrative Agent is expressly provided such discretion by this Agreement Agreement. (ii) On each Monthly Reporting Date, the Master Record and provides written notice to the Borrower of any such adjustment. The Administrative Agent Monthly Servicing Report (which shall have include the continuing right in its commercially reasonable discretion to establish and adjust Reserves in determining the Borrowing Base in such amounts, and with respect to such matters, as performance information reasonably requested by the Administrative Agent shall deem appropriate in its commercially reasonable discretion, including without limitation Reserves with respect or a Class B Lender related to collection performance, and amounts the Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify the Borrower in writing of any adjustment Repurchased Receivables (as defined in the Reserves or the Borrowing Base. Together with each Borrowing Base Certificate delivered pursuant Asset Purchase Agreement)) to this clause (a) and each Monthly Servicing ReportAdministrative Agent, the Borrower shall deliver, or cause Class B Lenders and Paying Agent on the Servicer to deliver, to terms and conditions set forth in the Administrative Agent a schedule setting forth the applicable Bank Partner Retained Percentage with respect to each ReceivableServicing Agreement.

Collateral Reporting. On (a) At the commencement of each Credit DateBusiness Day, each Release Date andand in no event later than 1:00 p.m. (eastern time), during the continuance of a Default or Event of DefaultCollateral Agent shall furnish to the Borrower, at such other times as Servicer and the Administrative Agent by facsimile (a hard copy of which shall requestnot subsequently be mailed, the Borrower shall deliver a Borrowing Base Certificate to the Administrative Agent, in form and substance satisfactory to the Administrative Agent. Each Borrowing Base Certificate sent or delivered to any such party, unless so requested in writing by such party) a duly completed report in the Administrative form of Exhibit D-8 hereto, (the "Collateral Agent shall bear a signed statement by an Authorized Officer Daily Report") specifying and certifying the then total Collateral Value of the Eligible Mortgage Collateral and other information, all as more fully provided for therein and as set forth on Schedule I hereto, noting, except for any Wet Loans and other Mortgage Loans with respect to which the Collateral Agent has not completed its review of the Principal Mortgage Documents, any applicable Exceptions on Schedule I thereto. (i) The Collateral Agent may assume the accuracy and completeness of all information included therein. The execution and delivery of a Borrowing Base Certificate shall in each instance constitute a representation and warranty supplied by the Borrower to the Lenders that each Eligible Receivable included therein satisfies Collateral Agent in any Assignment, or related electronic transmission, received by the Eligibility Criteria. In Collateral Agent, including but not limited to the event acquisition price paid for any Funding Notice Mortgage Loan, the unpaid principal balance of any Mortgage Loan as of its closing and funding date and the weighted average purchase price under Take-Out Commitments used in the related Collateral Value calculation and whether the Mortgage Loan is a Conforming Loan or Borrowing Base Certificate a Jumbo Loan; and (ii) The Collateral Agent may assume the accuracy of the information supplied by the Borrower to the Collateral Agent, whether written or in any other form acceptable to the Collateral Agent, with respect to a determination as to whether amounts received in the Collection Account represent the purchase price paid for a specific Mortgage Loan or other information required by this Section 5.1(aand, consequently, whether the Collateral Value of such Mortgage Loan should be removed from such calculation. (b) is delivered Two Business Days prior to the Administrative date on which the Maximum Facility Amount has changed, the Servicer shall notify the Collateral Agent by and the Borrower electronically or otherwise without signature, such Funding Notice, Borrowing Base Certificate or other information shall, upon such delivery, be deemed to be signed and certified on behalf (by facsimile) of the Borrower by an Authorized Officer and constitute a representation to new Maximum Facility Amount under the Administrative Loan Agreement. For purposes of paragraph 4 of the Collateral Agent as to Daily Report, the authenticity thereof. The Administrative Collateral Agent shall have assume that the right to review and adjust any such calculation of the Borrowing Base to reflect exclusions from Eligible Receivables, Reserves or such other matters as are necessary to determine the Borrowing Base, but in each case, only to the extent the Administrative Agent Maximum Facility Amount is expressly provided such discretion by this Agreement and provides $200,000,000 unless it receives written notice to the Borrower of any such adjustment. contrary from the Administrative Agent. (c) The Administrative Collateral Agent shall monitor and report on the Collateral Agent Daily Report the amount of Wet Loans and the portion thereof for which the related Principal Mortgage Documents have the continuing right in its commercially reasonable discretion to establish and adjust Reserves in determining the Borrowing Base in such amounts, and with respect to such matters, as the Administrative Agent shall deem appropriate in its commercially reasonable discretion, including without limitation Reserves with respect to collection performance, and amounts the Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify the Borrower in writing of any adjustment in the Reserves or the Borrowing Base. Together with each Borrowing Base Certificate been delivered pursuant to this clause (a) and each Monthly Servicing Report, the Borrower shall deliver, or cause the Servicer to deliver, to the Administrative Collateral Agent a schedule setting forth within the applicable Bank Partner Retained Percentage with respect to each Receivabletime period permitted under Section 3.7.

Collateral Reporting. (i) On each Credit Monthly Reporting Date, with each Release Date andFunding Notice, during the continuance of a Default or Event of Default, and at such other times as the Administrative any Agent or Lender shall requestrequest in its Permitted Discretion, the Borrower shall deliver a Borrowing Base Certificate (calculated as of the close of business of the previous Monthly Period or as of a date no later than three (3) Business Days prior to such request), together with a reconciliation to the Administrative Agentmost recently delivered Borrowing Base Certificate and Borrowing Base Report, in form and substance reasonably satisfactory to the Administrative Agent. Each Borrowing Base Certificate delivered to Administrative Agent, the Administrative Class A Committed Lenders, the Class B Lenders and Paying Agent shall bear a signed statement by an Authorized Officer certifying the accuracy and completeness in all material respects of all information included therein. The execution and delivery of a Borrowing Base Certificate shall in each instance constitute a representation and warranty by Company to Administrative Agent, the Borrower to Class A Committed Lenders, the Class B Lenders and Paying Agent that each Eligible Receivable included therein satisfies as an “Eligible Receivable” is, in fact, an Eligible Receivable. For avoidance of doubt, and without derogation of the Eligibility Criteria. In Company’s obligations hereunder, in the event any Funding Notice request for a Revolving Loan, or a Borrowing Base Certificate with respect to a Loan or other information required by this Section 5.1(a5.1(f) is delivered to Administrative Agent, the Administrative Class A Committed Lenders, the Class B Lenders and Paying Agent by the Borrower Company electronically or otherwise without signature, such Funding Noticerequest, or such Borrowing Base Certificate or other information shall, upon such delivery, be deemed to be signed and certified on behalf of the Borrower Company by an Authorized Officer and constitute a representation to Administrative Agent, the Administrative Class A Committed Lenders, the Class B Lenders and Paying Agent as to the authenticity thereof. The Administrative Agent shall have the right to review and adjust any such calculation of the Borrowing Base to reflect exclusions from Eligible Receivables, Reserves Receivables or such other matters as are necessary to determine the Borrowing Base, but in each case, case only to the extent the Administrative Agent is expressly provided such discretion by this Agreement Agreement. (ii) On each Monthly Reporting Date, the Master Record and provides written notice to the Borrower of any such adjustment. The Administrative Agent Monthly Servicing Report (which shall have include the continuing right in its commercially reasonable discretion to establish and adjust Reserves in determining the Borrowing Base in such amounts, and with respect to such matters, as performance information reasonably requested by the Administrative Agent shall deem appropriate Agent, the Class A Committed Lenders or a Class B Lender related to Repurchased Receivables (as defined in its commercially reasonable discretionthe Asset Purchase Agreement), or any information reasonably requested by the Administrative Agent, including without limitation Reserves with respect an “SSFA Table Report”) to collection performanceAdministrative Agent, the Class A Committed Lenders, the Class B Lenders and amounts Paying Agent on the Borrower is required to pay terms and has failed to pay; provided, that the Administrative Agent shall notify the Borrower in writing of any adjustment conditions set forth in the Reserves or the Borrowing Base. Together with each Borrowing Base Certificate delivered pursuant to this clause (a) and each Monthly Servicing Report, the Borrower shall deliver, or cause the Servicer to deliver, to the Administrative Agent a schedule setting forth the applicable Bank Partner Retained Percentage with respect to each ReceivableAgreement.

Collateral Reporting. On (a) At the commencement of each Credit DateBusiness Day, each Release Date andand in no event later than 11:00 a.m. (eastern time), during the continuance of a Default or Event of Default, at such other times as the Administrative Collateral Agent shall requestfurnish to the Borrower, Servicer and the Managing Agents by facsimile (a hard copy of which shall not subsequently be mailed, sent or delivered to any such party, unless so requested by such party) a duly completed report in the form of Exhibit D-8 hereto, (the "Collateral Agent Daily Report") specifying and certifying the then total Collateral Value of the Eligible Mortgage Collateral and other information, all as more fully provided for therein. In furnishing the Collateral Agent Daily Report, the Borrower shall deliver a Borrowing Base Certificate to Collateral Agent may rely, without independent investigation of the Administrative Agentcorrectness thereof, in form and substance satisfactory to the Administrative Agent. Each Borrowing Base Certificate delivered to the Administrative Agent shall bear a signed statement by an Authorized Officer certifying the accuracy and completeness of all on: (i) All information included therein. The execution and delivery of a Borrowing Base Certificate shall in each instance constitute a representation and warranty supplied by the Borrower to the Lenders that each Eligible Receivable included therein satisfies Collateral Agent in any Assignment, or related electronic transmission, received by the Eligibility Criteria. In Collateral Agent, including but not limited to the event acquisition price paid for any Funding Notice Mortgage Loan, the unpaid principal balance of any Mortgage Loan as of its closing and funding date and the weighted average purchase price under Take Out Commitments used in the related Collateral Value calculation and whether the Mortgage Loan is a Conforming Loan, a Jumbo Loan, Super Jumbo Loan, a Subprime Loan, an Alt-A Loan or Borrowing Base Certificate a Second Lien Loan; (ii) The information supplied by the Borrower to the Collateral Agent, whether written or in any other form acceptable to the Collateral Agent, with respect to a determination as to whether amounts received in the Collection Account represent the purchase price paid for a specific Mortgage Loan or other funds deposited to the Collection Account as a result of a Mortgage Loan's failure to close, and, consequently, whether the Collateral Value of such Mortgage Loan or failed Mortgage Loan should be removed from such calculation; (iii) The most recent information required supplied by this Section 5.1(athe Borrower to the Collateral Agent with respect to the number of days by which payments on any Mortgage Loan constituting Collateral are past due; and (iv) is delivered to So long as the Collateral Agent does not receive written notice from the Administrative Agent by that the Borrower electronically or otherwise without signature, such Funding Notice, Borrowing Base Certificate or other information shall, upon such delivery, be deemed to be signed and certified on behalf Collateral Value of the Borrower by Collection Account is an Authorized Officer and constitute a representation to amount other than zero, the Administrative Agent as to the authenticity thereof. The Administrative Agent shall have the right to review and adjust any such calculation Collateral Value of the Borrowing Base to reflect exclusions from Eligible ReceivablesCollection Account is zero. (b) On any Business Day on which the Maximum Facility Amount, Reserves or such other matters as are necessary to determine the Borrowing Base, but in each case, only to the extent the Administrative Agent is expressly provided such discretion by this Agreement and provides written notice to the Borrower of any such adjustment. The Administrative Agent shall have the continuing right in its commercially reasonable discretion to establish and adjust Reserves in determining the Borrowing Base in such amounts, and with respect to such matters, as the Administrative Agent shall deem appropriate in its commercially reasonable discretion, including without limitation Reserves with respect to collection performance, and amounts the Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify the Borrower in writing of any adjustment in the Reserves or the Borrowing Base. Together with each Borrowing Base Certificate delivered pursuant to this clause (a) Collateral Agent and each Monthly Servicing Report, the Borrower shall deliverof the new Maximum Facility Amount under the Second Restated Loan Agreement. (c) By 2:00 p.m. (eastern time) on each Business Day, or cause the Servicer to deliver, to the Administrative Agent a schedule setting forth shall notify the applicable Bank Partner Retained Percentage with respect to each ReceivableCollateral Agent in writing if the Collateral Value of the Collection Account is other than zero.

Collateral Reporting. On Provide, or cause to be provided, to the Administrative Agent, a Borrowing Base Certificate on or before the twentieth (20th) day of each Credit DateFiscal Period, each Release Date andor, during the continuance of a Default an Availability Triggering Event, more frequently (up to weekly) if requested by the Administrative Agent, for the preceding Fiscal Period end (or Event of Defaultsuch shorter period during an Availability Triggering Event), at such other times as in form reasonably satisfactory to the Administrative Agent shall requestand containing the information identified in Schedule 6.14. If any of the Loan Parties’ records or reports of the Collateral required to be delivered pursuant to this Agreement or any other Loan Document are prepared by an accounting service or other agent, each Loan Party hereby authorizes such service or agent to deliver such records or reports to the Administration Agent, for distribution to the Lenders. Without limiting the foregoing, the Borrower shall may, at or prior to the closing of a Permitted Business Acquisition (but subject to any review of the acquired Borrower’s Eligible Accounts and Eligible Inventory as required by the definitions of such terms), deliver a revised Borrowing Base Certificate showing the Borrowing Base on a pro forma basis after giving effect to such acquisition, which would be effective for purposes of Borrowing as of the time of the closing of such Permitted Business Acquisition and, for the avoidance of doubt, demonstrating compliance with the requirements of clause (iii) of the definition thereof. The Borrower shall be permitted upon notice of such election to the Administrative Agent to deliver an updated Borrowing Base Certificate more frequently than monthly (as specified in such notice), provided that in such case, the Borrower shall, for the immediately following 90 days, deliver an updated Borrowing Base Certificate with the same frequency as the frequency specified in such notice. If on the Closing Date the Borrowing Base is calculated pursuant to the final paragraph of the “Borrowing Base” definition (as a result of the Borrower having not, at or prior to the Closing Date, delivered both an inventory appraisal from an Acceptable Appraiser and field examination reasonably satisfactory in form and substance to the Administrative Agent), the Borrower agrees to use commercially reasonable efforts to deliver both a customary inventory appraisal from an Acceptable Appraiser and a customary field examination reasonably satisfactory in form and substance satisfactory to the Administrative Agent. Each Borrowing Base Certificate delivered to the Administrative Agent shall bear a signed statement by an Authorized Officer certifying the accuracy and completeness of all information included therein. The execution and delivery of a Borrowing Base Certificate shall in each instance constitute a representation and warranty by the Borrower on or prior to the Lenders that each Eligible Receivable included therein satisfies day which is 90 days after the Eligibility Criteria. In the event any Funding Notice or Borrowing Base Certificate with respect to a Loan or other information required by this Section 5.1(a) is delivered to the Administrative Agent by the Borrower electronically or otherwise without signature, such Funding Notice, Borrowing Base Certificate or other information shall, upon such delivery, be deemed to be signed and certified on behalf of the Borrower by an Authorized Officer and constitute a representation to the Administrative Agent as to the authenticity thereof. The Administrative Agent shall have the right to review and adjust any such calculation of the Borrowing Base to reflect exclusions from Eligible Receivables, Reserves or such other matters as are necessary to determine the Borrowing Base, but in each case, only to the extent the Administrative Agent is expressly provided such discretion by this Agreement and provides written notice to the Borrower of any such adjustment. The Administrative Agent shall have the continuing right in its commercially reasonable discretion to establish and adjust Reserves in determining the Borrowing Base in such amounts, and with respect to such matters, as the Administrative Agent shall deem appropriate in its commercially reasonable discretion, including without limitation Reserves with respect to collection performance, and amounts the Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify the Borrower in writing of any adjustment in the Reserves or the Borrowing Base. Together with each Borrowing Base Certificate delivered pursuant to this clause (a) and each Monthly Servicing Report, the Borrower shall deliver, or cause the Servicer to deliver, to the Administrative Agent a schedule setting forth the applicable Bank Partner Retained Percentage with respect to each ReceivableClosing Date.

Collateral Reporting. (i) On each Credit Monthly Reporting Date, with each Release Date andFunding Notice, during the continuance of a Default or Event of Default, and at such other times as the Administrative any Agent or Lender shall requestrequest in its Permitted Discretion, the Borrower shall deliver a Borrowing Base Certificate (calculated as of the close of business of the previous Monthly Period or as of a date no later than three (3) Business Days prior to such request), together with a reconciliation to the Administrative Agentmost recently delivered Borrowing Base Certificate and Borrowing Base Report, in form and substance reasonably satisfactory to the Administrative Agent. Each Borrowing Base Certificate delivered to Administrative Agent, the Administrative Class B Revolving Lenders and Paying Agent shall bear a signed statement by an Authorized Officer certifying the accuracy and completeness in all material respects of all information included therein. The execution and delivery of a Borrowing Base Certificate shall in each instance constitute a representation and warranty by Company to Administrative Agent, the Borrower to the Class B Revolving Lenders and Paying Agent that each Eligible Receivable included therein satisfies as an “Eligible Receivable” is, in fact, an Eligible Receivable. For avoidance of doubt, and without derogation of the Eligibility Criteria. In Company’s obligations hereunder, in the event any Funding Notice request for a Revolving Loan, or a Borrowing Base Certificate with respect to a Loan or other information required by this Section 5.1(a5.1(f) is delivered to Administrative Agent, the Administrative Class B Revolving Lenders and Paying Agent by the Borrower Company electronically or otherwise without signature, such Funding Noticerequest, or such Borrowing Base Certificate or other information shall, upon such delivery, be deemed to be signed and certified on behalf of the Borrower Company by an Authorized Officer and constitute a representation to Administrative Agent, the Administrative Class B Revolving Lenders and Paying Agent as to the authenticity thereof. The Administrative Agent shall have the right to review and adjust any such calculation of the Borrowing Base to reflect exclusions from Eligible Receivables, Reserves Receivables or such other matters as are necessary to determine the Borrowing Base, but in each case, case only to the extent the Administrative Agent is expressly provided such discretion by this Agreement and provides written notice to the Borrower of any such adjustmentAgreement. The Administrative Agent shall have the continuing right in its commercially reasonable discretion to establish and adjust Reserves in determining the Borrowing Base in such amountsFurther, and with respect to such matters, as the Administrative Agent shall deem appropriate in its commercially reasonable discretion, including without limitation Reserves with respect to collection performance, and amounts the Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify the Borrower in writing of any adjustment in the Reserves or the Borrowing Base. Together with each Borrowing Base Certificate delivered pursuant to this clause (a) and by no later than each Monthly Servicing Report, Reporting Date the Borrower Company shall deliver, or cause the Servicer to deliver, provide notice to the Administrative Agent (which notice may be by electronic mail) of any breach of a schedule setting Xxxxx 0 Xxxxxxxxxxx Xxxxxxxx for the Monthly Period most recently ended. (ii) On each Monthly Reporting Date, the Master Record and the Monthly Servicing Report (which shall include the performance information reasonably requested by the Administrative Agent related to Repurchased Receivables (as defined in the Asset Purchase Agreement)) to Administrative Agent, the Class B Revolving Lenders and Paying Agent on the terms and conditions set forth in the applicable Bank Partner Retained Percentage with respect to each ReceivableServicing Agreement.

Collateral Reporting. On each Credit Date, each Release Date and, during the continuance of a Default or Event of Default, at such other times as the Administrative Agent shall request, the Borrower (a) The Collateral Administrator shall deliver a Borrowing Base Certificate to the Administrative Agent, the Collateral Manager and the Borrower, prior to 12:00 p.m. (New York time) on each Business Day, commencing no later than the day that is seven (7) Business Days after the Closing Date, a Daily Report, determined as of the close of business on the immediately preceding Business Day regarding the Collateral Assets. Subject to Section 12.04(c) and (d), each item in form the Daily Report shall be reported by the Collateral Administrator, based upon the Eligible Collateral Asset Information provided to it by the Borrower or the Collateral Manager, upon which the Collateral Administrator may conclusively rely. Following the delivery by the Collateral Administrator to the Borrower and substance satisfactory the Collateral Manager of the Daily Report, the Collateral Manager shall review and verify the contents of the Daily Report and to the extent any of the information in such reports, instructions, statements and certificates conflicts with data or calculations in the records of the Collateral Manager, the Collateral Manager shall notify the Collateral Administrator of such discrepancy and use commercially reasonable efforts to assist the Collateral Administrator in reconciling such discrepancy. (b) The Collateral Administrator shall prepare (based on information provided to it by the Collateral Manager, the Administrative Agent and the Lenders as set forth herein) a Monthly Report determined as of the close of business on each Determination Date and make available such Monthly Report to the Administrative Agent, each Lender, the Borrower and the Collateral Manager on each Reporting Date. Each Borrowing Base Certificate delivered If any party receiving any Monthly Report disagrees with any items of such report, it shall notify the Collateral Administrator of such disputed item and provide reasonably sufficient information to correct such item, with (if other than the Administrative Agent) a copy of such notice and information to the Administrative Agent and the Collateral Manager. Unless the Collateral Administrator is otherwise timely directed by the Administrative Agent, the Collateral Administrator shall bear distribute a signed statement revised Monthly Report on the Business Day after it receives such information; provided however that if the Collateral Administrator receives such notice and information after 11:00 a.m. on a Business Day it shall be deemed received on the next Business Day. If the Collateral Administrator is directed by an Authorized Officer certifying the accuracy Administrative Agent that the Collateral Administrator should not make such correction, the Collateral Administrator shall (within one Business Day) contact the Administrative Agent and completeness of all information included thereinrequest instructions on how to proceed. The execution Administrative Agent’s reasonable determination with regard to any disputed item in the Monthly Report shall be final in the absence of demonstrative or manifest error. (c) The Collateral Manager shall use reasonable efforts to cooperate with the Collateral Administrator in connection with the preparation of the Collateral Reports and any supplement thereto. Without limiting the generality of the foregoing, the Collateral Manager shall supply any information maintained by it that the Collateral Administrator may from time to time reasonably request with respect to the Collateral and reasonably needs to complete the reports, calculations and certificates required to be prepared by the Collateral Administrator hereunder or required to permit the Collateral Administrator to perform its obligations hereunder. Without limiting the generality of the foregoing, in connection with the preparation of a Collateral Report, (i) subject to the following clause (ii), the Collateral Manager shall be responsible for providing the Collateral Administrator the information required for such Collateral Report and (ii) the Administrative Agent shall be responsible for providing to the Collateral Administrator the information required by Section 2.08 for such Collateral Report on which the Collateral Administrator may conclusively rely. The Collateral Manager and the Administrative Agent shall review and verify the contents of the aforesaid reports (including the Collateral Reports), instructions, statements and certificates. Upon receipt of approval from the Collateral Manager and the Administrative Agent, the Collateral Administrator shall send such reports, instructions, statements and certificates to the Borrower and the Collateral Manager for execution. (d) The Administrative Agent or the Collateral Manager may at any time deliver a Collateral Dispute Notice to the Collateral Administrator, the Borrower and, as applicable, the Administrative Agent or the Collateral Manager. Upon delivery of a Borrowing Base Certificate any Collateral Dispute Notice, the Collateral Manager, the Collateral Administrator and the Administrative Agent shall in promptly consult each instance constitute a representation and warranty by other regarding the Borrower to the Lenders that each Eligible Receivable included therein satisfies the Eligibility Criteriainformation or determination so disputed. In the event any Funding case of a Collateral Dispute Notice delivered by the Administrative Agent, the corrected information or Borrowing Base Certificate with respect to a Loan or determination in such Collateral Dispute Notice shall control (and be used for all calculations and other information required by purposes under this Section 5.1(aAgreement) is delivered to until such time as the Collateral Manager and the Administrative Agent by the Borrower electronically agree in writing that such dispute has been resolved or otherwise without signature, such Funding Notice, Borrowing Base Certificate or other information shall, upon such delivery, be deemed to be signed and certified on behalf of the Borrower by an Authorized Officer and constitute a representation to the Administrative Agent as to withdraws in writing such Collateral Dispute Notice. In the authenticity thereof. The Administrative Agent case of a Collateral Dispute Notice delivered by the Collateral Manager, the corrected information shall have the right to review and adjust not control for any such calculation of the Borrowing Base to reflect exclusions from Eligible Receivables, Reserves or such other matters as are necessary to determine the Borrowing Base, but in each case, only to the extent the Administrative Agent is expressly provided such discretion by purpose under this Agreement and provides written notice to the Borrower of any until such adjustment. The Administrative Agent shall have the continuing right in its commercially reasonable discretion to establish and adjust Reserves in determining the Borrowing Base in such amounts, and with respect to such matters, time as the Administrative Agent shall deem appropriate in its commercially reasonable discretion, including without limitation Reserves with respect to collection performance, and amounts the Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify the Borrower agrees in writing of any adjustment in the Reserves or the Borrowing Base. Together with each Borrowing Base Certificate delivered pursuant to this clause (a) and each Monthly Servicing Report, the Borrower shall deliver, or cause the Servicer to deliver, to the Administrative Agent a schedule setting forth the applicable Bank Partner Retained Percentage with respect to each Receivablethat it does.

Collateral Reporting. On (a) At the commencement of each Credit DateBusiness Day, each Release Date andand in no event later than 11:00 a.m. (eastern time), during the continuance of a Default or Event of Default, at such other times as the Administrative Collateral Agent shall requestfurnish to the Borrower, Servicer and the Managing Agents by facsimile (a hard copy of which shall not subsequently be mailed, sent or delivered to any such party, unless so requested by such party) a duly completed report in the form of Exhibit D-8 hereto, (the "Collateral Agent Daily Report") specifying and certifying the then total Collateral Value of the Eligible Mortgage Collateral and other information, all as more fully provided for therein. In furnishing the Collateral Agent Daily Report, the Borrower shall deliver a Borrowing Base Certificate to Collateral Agent may rely, without independent investigation of the Administrative Agentcorrectness thereof, in form and substance satisfactory to the Administrative Agent. Each Borrowing Base Certificate delivered to the Administrative Agent shall bear a signed statement by an Authorized Officer certifying the accuracy and completeness of all on: (i) All information included therein. The execution and delivery of a Borrowing Base Certificate shall in each instance constitute a representation and warranty supplied by the Borrower to the Lenders that each Eligible Receivable included therein satisfies Collateral Agent in any Assignment, or related electronic transmission, received by the Eligibility Criteria. In Collateral Agent, including but not limited to the event acquisition price paid for any Funding Notice Mortgage Loan, the unpaid principal balance of any Mortgage Loan as of its closing and funding date and the weighted average purchase price under Take Out Commitments used in the related Collateral Value calculation and whether the Mortgage Loan is a Conforming Loan, No Asset No Income Loan, a Jumbo Loan, Super Jumbo Loan, an Alt-A Loan or Borrowing Base Certificate a Second Lien Loan; (ii) The information supplied by the Borrower to the Collateral Agent, whether written or in any other form acceptable to the Collateral Agent, with respect to a determination as to whether amounts received in the Collection Account represent the purchase price paid for a specific Mortgage Loan or other and, consequently, whether the Collateral Value of such Mortgage Loan should be removed from such calculation; (iii) The most recent information required supplied by this Section 5.1(athe Borrower to the Collateral Agent with respect to the number of days by which payments on any Mortgage Loan constituting Collateral are past due; and (iv) is delivered to So long as the Collateral Agent does not receive written notice from the Administrative Agent by that the Borrower electronically or otherwise without signature, such Funding Notice, Borrowing Base Certificate or other information shall, upon such delivery, be deemed to be signed and certified on behalf Collateral Value of the Borrower by Collection Account is an Authorized Officer and constitute a representation to amount other than zero, the Administrative Agent as to the authenticity thereof. The Administrative Agent shall have the right to review and adjust any such calculation Collateral Value of the Borrowing Base to reflect exclusions from Eligible ReceivablesCollection Account is zero. (b) On any Business Day on which the Maximum Facility Amount or the Seasonal Facility Amount has changed, Reserves or such other matters as are necessary to determine the Borrowing Base, but in each case, only to the extent the Administrative Agent is expressly provided such discretion by this Agreement and provides written notice to the Borrower of any such adjustment. The Administrative Agent shall have the continuing right in its commercially reasonable discretion to establish and adjust Reserves in determining the Borrowing Base in such amounts, and with respect to such matters, as the Administrative Agent shall deem appropriate in its commercially reasonable discretion, including without limitation Reserves with respect to collection performance, and amounts the Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify the Borrower in writing of any adjustment in the Reserves or the Borrowing Base. Together with each Borrowing Base Certificate delivered pursuant to this clause (a) Collateral Agent and each Monthly Servicing Report, the Borrower shall deliverof the new Maximum Facility Amount or new Seasonal Facility Amount under the Restated Loan Agreement. (c) By 2:00 p.m. (eastern time) on each Business Day, or cause the Servicer to deliver, to the Administrative Agent a schedule setting forth shall notify the applicable Bank Partner Retained Percentage with respect to each ReceivableCollateral Agent in writing if the Collateral Value of the Collection Account is other than zero.

Collateral Reporting. On each Credit (a) The Collateral Agent shall perform the following functions: (i) within thirty (30) days after the Closing Date, and based upon information provided by the Borrower or the Portfolio Manager, create a collateral database with respect to the Collateral that has been pledged to the Collateral Agent for the benefit of the Secured Parties from time to time, comprised of the Collateral Obligations and Eligible Investments in which amounts held in the accounts may be invested from time to time, as provided in this Agreement (the “Collateral Database”); (ii) provide the Portfolio Manager with access to any ‎information in the Collateral Database requested by the Portfolio Manager in electronic format, the format and scope of such ‎information to be reasonably agreed by the Portfolio Manager and the ‎Collateral Agent; (iii) update the Collateral Database promptly for ratings changes based upon, and to the extent of, information furnished to the Collateral Agent by the Borrower or the Portfolio Manager or that may be otherwise provided to the Collateral Agent (based upon notices received by the Collateral Agent from the issuer, trustee or agent bank under an underlying instrument or similar source); (iv) update the Collateral Database promptly for Collateral Obligations, Equity Obligations and Eligible Investments acquired or sold or otherwise disposed of and for any amendments or changes to loan amounts or interest rates based upon, and to the extent of, information furnished to the Collateral Agent by the Borrower or the Portfolio Manager or that may be provided by the Collateral Agent (based upon notices received by the Collateral Agent from the issuer, trustee or agent bank under an underlying instrument or similar source); (v) prepare, on behalf of the Borrower, and arrange for the delivery of each Release Monthly Report and Payment Date andReport, during ‎ in each case by the continuance time and according to the content requirements ‎specified in this Agreement and on the basis of a Default the information ‎contained in the Collateral Database or Event of Default, at such other times as provided to the Administrative Agent shall requestCollateral ‎Agent by the Portfolio Manager, the Borrower or the Facility Agent in accordance with this Agreement; and (vi) provide the Portfolio Manager with such other information as may be reasonably requested by the Portfolio Manager and as is within the possession of the Collateral Agent and that can be provided without unreasonable burden or expense. (b) Not later than the day on which each Monthly Report or Payment Date Report is required to be provided by the Collateral Agent, the Collateral Agent shall calculate, using the information contained in the Collateral database created by the Collateral Agent and any other Collateral information normally maintained by the Collateral Agent, and subject to the Collateral Agent’s receipt from the Portfolio Manager of information with respect to the Collateral that is not contained in such Collateral database or normally maintained by the Collateral Agent, each item required to be stated in such Monthly Report or Payment Date Report. (c) Upon notification by the Borrower (or the Portfolio Manager on its behalf) of a proposed purchase of any Collateral Obligation pursuant to this Agreement and written request by the Borrower (or the Portfolio Manager on its behalf) to make such calculations (accompanied by such information concerning the security to be purchased as may be necessary to make the calculations referred to below), the Collateral Agent shall calculate each criterion included in clause (c) of the definition of Eligibility Criteria and Section 10.02(a)(i) through (iv) or Section 10.02(b)(i) through (iv), as applicable, as a condition to such purchase in accordance with this Agreement, in all cases, based upon information contained in the Collateral database and information furnished by the Borrower and Portfolio Manager, and provide the results of such calculations to the Borrower and the Portfolio Manager so that the Borrower may determine whether such purchase is permitted by this Agreement. The Collateral Agent shall deliver a Borrowing Base Certificate draft of such calculation to the Administrative Agent, in form Borrower and substance satisfactory to the Administrative Agent. Each Borrowing Base Certificate delivered to Portfolio Manager reasonably promptly after the Administrative Agent shall bear a signed statement later of (i) notification of such proposed purchase by an Authorized Officer certifying the accuracy Borrower (or the Portfolio Manager on its behalf) and completeness (ii) delivery of all information included therein. The execution and delivery of a Borrowing Base Certificate shall in each instance constitute a representation and warranty to the Collateral Agent necessary to complete such calculations. (d) Upon written notification by the Borrower (or the Portfolio Manager on its behalf) of a proposed sale of any Collateral Obligation pursuant to Section 10.01 of this Agreement and written request by the Borrower (or the Portfolio Manager on its behalf) to make such calculations, the Collateral Agent shall calculate each criterion set forth in the Section 10.01(b)(i) and (ii), if any, as a condition to such disposition and provide the results of such calculations to the Lenders Borrower and the Portfolio Manager so that each Eligible Receivable included therein satisfies the Eligibility CriteriaBorrower may determine whether such sale is permitted by this Agreement. The Collateral Agent shall deliver a draft of such calculations to the Borrower and the Portfolio Manager reasonably promptly after the later of (i) notification of such proposed sale by the Borrower (or the Portfolio Manager on its behalf) and (ii) delivery of all information to the Collateral Agent necessary to complete such calculations. (e) With respect to the calculations to be provided by the Collateral Agent set forth in Sections 8.10(c) and (d) above, in no event shall the Collateral Agent be required to deliver such calculations earlier than one Business Day following the receipt by the Collateral Agent of all information necessary to complete such calculations. In the event any Funding Notice or Borrowing Base Certificate with respect the Borrower and the Portfolio Manager do not provide the Collateral Agent the items necessary to a Loan or other information complete the calculations required by this Section 5.1(aSections 8.10(c) is delivered and (d) above and/or the Borrower proceeds with a sale or purchase of the applicable Collateral prior to the Administrative time the Collateral Agent by delivers such calculations, the Borrower electronically or otherwise without signature, such Funding Notice, Borrowing Base Certificate or other information shall, Collateral Agent shall not be responsible for determining whether the provisions of this Agreement have been satisfied (including compliance with the Eligibility Criteria) and the Collateral Agent shall be entitled to rely upon such delivery, be deemed to be signed and certified on behalf comply with the instructions of the Borrower by an Authorized Officer (or the Portfolio Manager on its behalf) in all respects, including but not limited to instructions (which may be in the form of trade tickets) to release the applicable Collateral from the lien of this Agreement or to acquire the applicable Collateral. In the event the Borrower (or the Portfolio Manager on its behalf) consummates a sale or purchase prior to receiving the calculations of the Collateral Agent, the Collateral Agent shall be under no duty, and constitute a representation shall incur no liability for such sale or purchase and shall not be obligated to perform the calculations set forth in Sections 8.10(c) and (d) above. (f) Subject to the Administrative Agent as to the authenticity thereof. The Administrative Agent shall have the right to review and adjust any such calculation mutual agreement of the Borrowing Base to reflect exclusions from Eligible Receivablesparties hereto regarding reasonable compensation for the Collateral Agent, Reserves or perform such other matters calculations and prepare such other reports as the Portfolio Manager may reasonably request in writing and that are necessary to determine the Borrowing Base, but in each case, only to the extent the Administrative Agent is expressly provided such discretion required by this Agreement and provides written notice as the Collateral Agent may agree to the Borrower of any such adjustment. in writing, which agreement shall not be unreasonably withheld. (g) The Administrative Collateral Agent shall have no obligation to determine (and the continuing right in its commercially reasonable discretion to establish and adjust Reserves in determining Borrower, or the Borrowing Base in such amountsPortfolio Manager on the Borrower’s behalf, and with respect to such matterswill timely advise the Collateral Agent) whether (i) any item of Collateral meets the definition of “Bridge Loan”, as “Broadly Syndicated Loans”, “Clearing Corporation Security”, “Collateral Obligation”, “Covenant Lite Loan”, “Credit Improved Obligation”, “Credit Risk Obligation”, “Current Pay Obligation”, “Defaulted Equity Obligation”, “Defaulted Obligation”, “Delayed Drawdown Collateral Loan”, “DIP Loan”, “Equity Kicker”, “Eligible Senior Secured Loan”, “Equity Obligation”, “Fixed Rate Loan”, “Floating Rate Loan”, ‎”Floor Obligation”‎, “Loan”, “Margin Stock”, “Middle Market Loans”, “Middle Market Covenant Lite Loans”, ‎”Participation Interest”, ‎ “PIK Loan”, “Real Estate Loan”‎, “Revolving Collateral Obligation”, ‎”Senior Working Capital Facility”‎, “Structured Finance Obligation”, “Synthetic Security”, ‎ or “Zero Coupon Obligation” or (ii) the Administrative Agent shall deem appropriate in its commercially reasonable discretion, including without limitation Reserves with respect to collection performance, and amounts the Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify the Borrower in writing of any adjustment conditions specified in the Reserves definition of “Delivered” have been complied with. Further, nothing herein shall impose or imply any duty or obligation on the Borrowing Base. Together part of the Collateral Agent to verify, investigate or audit any such information or data, or to determine or monitor on an independent basis whether any issuer of the securities or obligor of the loans included in the Collateral is in default or in compliance with each Borrowing Base Certificate delivered pursuant to this clause (a) and each Monthly Servicing Reportthe Related Documents governing or securing such securities or loans, the Borrower shall deliver, or cause role of the Servicer Collateral Agent hereunder being solely to deliver, to the Administrative Agent a schedule setting forth the applicable Bank Partner Retained Percentage with respect to each Receivableperform only those functions as provided herein as more particularly described herein.

Collateral Reporting. (i) On each Credit Monthly Reporting Date, upon delivery of each Release Date and, during the continuance of a Default or Event of Default, Funding Notice and at such other times as the Administrative Agent shall requestrequest in its reasonable discretion, the Borrower shall deliver a Borrowing Base Certificate (calculated as of the close of business on the last day of the previous Collection Period), together with a reconciliation to the Administrative Agent, in form and substance satisfactory to the Administrative Agentmost recently delivered Borrowing Base Certificate. Each Borrowing Base Certificate delivered to the Administrative Agent shall bear a signed statement by an Authorized Officer certifying the accuracy and completeness in all material respects of all information included therein. The execution and delivery of a Borrowing Base Certificate shall in each instance constitute a representation and warranty by the Borrower to the Lenders that each Eligible Receivable Administrative Agent that, to the best of its knowledge after due inquiry, no Renewable Loan included therein satisfies is excluded from inclusion in the Borrowing Base by the Eligibility Criteria. In the event any Funding Notice request for a Loan, or a Borrowing Base Certificate with respect to a Loan or other information required by this Section 5.1(a5.1(e) is delivered to the Administrative Agent by the Borrower electronically or otherwise without signature, such Funding Noticerequest, or such Borrowing Base Certificate or other information shall, upon such delivery, be deemed to be signed and certified on behalf of the Borrower by an Authorized Officer and constitute a representation to the Administrative Agent as to the authenticity thereof. The Administrative Agent shall have the right to review and adjust any such calculation of the Borrowing Base to reflect exclusions from Eligible Receivables, Reserves Renewable Loans or such other matters as are necessary to determine the Borrowing Base, but in each case, only to the extent the Administrative Agent is expressly provided such discretion by this Agreement and provides written notice to Agreement. (ii) On each Monthly Reporting Date or upon the Borrower request of any such adjustment. The Administrative Agent shall have the continuing right in its commercially reasonable discretion to establish and adjust Reserves in determining the Borrowing Base in such amounts, and with respect to such matters, as the Administrative Agent shall deem appropriate in its commercially reasonable discretion, including without limitation Reserves with respect to collection performance, and amounts the Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify the Borrower in writing of any adjustment in the Reserves or the Borrowing Base. Together with each Borrowing Base Certificate delivered pursuant to this clause (a) and each Monthly Servicing ReportAgent, the Borrower shall deliver, or shall cause the Servicer Manager to deliverDeliver, the Monthly Servicing Report to the Administrative Agent a schedule setting forth the applicable Bank Partner Retained Percentage with respect to each ReceivableAgent.

Collateral Reporting. On each Credit Date, each Release Date and, during the continuance of a Default or Event of Default, at such other times as the Administrative Agent shall request, the Borrower shall deliver a Borrowing Base Certificate (a) Deliver to the Administrative Agent, in form on or before (i) the Closing Date, a Borrowing Base Certificate, calculated as of October 10, 2012, and substance satisfactory to (ii) the 20th day of each month, calculated as of the last day of the preceding month (or on a weekly or more frequent basis during any Additional Reporting Period), commencing on November 20, 2012 (calculated as of October 31, 2012), a Borrowing Base Certificate (which shall not be binding upon the Administrative Agent or restrictive of the Administrative Agent’s rights under this Agreement). Each Any immaterial error in a Borrowing Base Certificate delivered (or immaterial discrepancy between the Borrowing Base Amount set forth in a Borrowing Base Certificate the Borrowing Base Amount as calculated by the Administrative Agent) shall not constitute a default under this Section 7.2(a) unless the correction of such error or discrepancy results in an obligation to make a mandatory prepayment under Section 2.4(b). (b) Deliver to the Administrative Agent shall bear a signed statement by on or before the twentieth (20th) day of each month as and for the prior month, for each Borrower on an Authorized Officer certifying the accuracy individual basis (x) accounts receivable agings and completeness of all information included therein. The execution and delivery of a Borrowing Base Certificate shall in each instance constitute a representation and warranty by the Borrower to the Lenders that each Eligible Receivable included therein satisfies the Eligibility Criteria(y) accounts payable agings. In the event any Funding Notice or Borrowing Base Certificate with respect to a Loan or other information required by this Section 5.1(a) is delivered addition, each Borrower shall deliver to the Administrative Agent by the Borrower electronically or otherwise without signature, at such Funding Notice, Borrowing Base Certificate or other information shall, upon such delivery, be deemed to be signed and certified on behalf of the Borrower by an Authorized Officer and constitute a representation to intervals as the Administrative Agent may reasonably require: (i) confirmatory assignment schedules, (ii) copies of Customer’s invoices, (iii) evidence of shipment or delivery, and (iv) such further schedules, documents and/or information CREDIT AGREEMENT AMONG CIT FINANCE LLC, THE LENDERS, BROADVIEW NETWORKS HOLDINGS, AND CERTAIN SUBSIDIARIES regarding the Collateral as to the authenticity thereofAdministrative Agent may reasonably require, including trial balances and test verifications. The Administrative Agent shall have the right to review confirm and adjust verify all Receivables by any such calculation of the Borrowing Base to reflect exclusions from Eligible Receivables, Reserves or such other matters as are necessary to determine the Borrowing Base, but in each case, only to the extent manner and through any medium it considers commercially reasonable. (c) Notify the Administrative Agent is expressly promptly if any of its Receivables arise out of contracts between any Credit Party and the United States, any State thereof, the District of Columbia or any department, agency or instrumentality of any of them. (d) The items to be provided such discretion by this Agreement under clauses (a) and provides written notice (b) above are to be in form reasonably satisfactory to the Borrower of any such adjustment. The Administrative Agent shall have and executed by each Borrower and delivered to the continuing right Administrative Agent from time to time solely for the Administrative Agent’s convenience in its commercially reasonable discretion to establish and adjust Reserves in determining maintaining records of the Borrowing Base in such amountsCollateral, and with respect any Borrower’s failure to deliver any of such matters, as items to the Administrative Agent shall deem appropriate in its commercially reasonable discretionnot affect, including without limitation Reserves terminate, modify or otherwise limit the Administrative Agent’s Lien with respect to collection performance, and amounts the Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify the Borrower in writing of any adjustment in the Reserves or the Borrowing Base. Together with each Borrowing Base Certificate delivered pursuant to this clause (a) and each Monthly Servicing Report, the Borrower shall deliver, or cause the Servicer to deliver, to the Administrative Agent a schedule setting forth the applicable Bank Partner Retained Percentage with respect to each ReceivableCollateral.

Collateral Reporting. On each Credit Date, each Release Date, each Reporting Date and, during the continuance of a Default or Event of DefaultDefault or following a Tier 2 Collateral Performance Trigger, at such other times as the Administrative Agent shall request, the theeach Borrower shall deliver a Borrowing Base Certificate to the Administrative Agent, in form and substance satisfactory to the Administrative Agent. Each Borrowing Base Certificate delivered to the Administrative Agent shall bear a signed statement by an Authorized Officer certifying the accuracy and completeness of all information included therein. The execution and delivery of a Borrowing Base Certificate shall in each instance constitute a representation and warranty by the applicable Borrower to the Agents and the Lenders that each Eligible Receivable included therein satisfies the applicable Eligibility Criteria. In the event any Funding Notice or Funds Release Request or Borrowing Base Certificate with respect to a Loan or other information required by this Section 5.1(a) is delivered to the Administrative Agent by the theany Borrower electronically or otherwise without signature, such Funding Notice, Funds Release Request, Borrowing Base Certificate or other information shall, upon such delivery, be deemed to be signed and certified on behalf of the thesuch Borrower by an Authorized Officer and constitute a representation to the Administrative Agent as to the authenticity thereof. The Administrative Agent shall have the right to review and adjust any such calculation of the thea Borrowing Base to reflect exclusions from Eligible Receivables, Reserves or such other matters as are necessary to determine the thesuch Borrowing Base, but in each case, only to the extent the Administrative Agent is expressly provided such discretion by this Agreement and provides written notice to the applicable Borrower of any such adjustment. The Administrative Agent shall have the continuing right in its commercially reasonable discretion to establish and adjust Reserves in determining the theany Borrowing Base in such amounts, and with respect to such matters, as the Administrative Agent shall deem appropriate in its commercially reasonable discretion, including without limitation Reserves with respect to collection performance, and amounts the applicable Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify the applicable Borrower in writing of any adjustment in the Reserves or the Borrowing Base. Together with each Borrowing Base Certificate delivered pursuant to this clause (a) and each Monthly Servicing Report, the Borrower shall deliver, or cause the Servicer to deliver, to the Administrative Agent a schedule setting forth the applicable Bank Partner Retained Percentage with respect to each Receivable.

Collateral Reporting. (i) On each Credit Monthly Reporting Date, with each Release Date andFunding Notice, during the continuance of a Default or Event of Default, and at such other times as the Administrative any Agent or Purchaser shall requestrequest in its Permitted Discretion, the Borrower shall deliver a Borrowing Commitment Base Certificate (calculated as of the close of business of the previous Monthly Period or as of a date no later than three (3) Business Days prior to such request), together with a reconciliation to the Administrative Agentmost recently delivered Commitment Base Certificate and Commitment Base Report, in form and substance reasonably satisfactory to the Administrative Agent and Paying Agent. Each Borrowing Commitment Base Certificate delivered to the Administrative Agent and Paying Agent shall bear a signed statement by an Authorized Officer certifying the accuracy and completeness in all material respects of all information included therein. The execution and delivery of a Borrowing Commitment Base Certificate (other than any Original Commitment Base Certificate to the extent a Replacement Commitment Base Certificate has been delivered in substitute thereof in accordance with Section 2.1(c)(ii)) shall in each instance constitute a representation and warranty by the Borrower Company to the Lenders Administrative Agent and Paying Agent that each Eligible Receivable included therein satisfies the Eligibility Criteriaas an "Eligible Receivable" is, in fact, an Eligible Receivable. In the event any Funding Notice request for a Note funding, or Borrowing a Commitment Base Certificate with respect to a Loan or other information required by this Section 5.1(a5.1(f) is delivered to the Administrative Agent and Paying Agent by the Borrower Company electronically or otherwise without signature, such Funding Noticerequest, Borrowing or such Commitment Base Certificate or other information shall, upon such delivery, be deemed to be signed and certified on behalf of the Borrower Company by an Authorized Officer and constitute a representation to the Administrative Agent and Paying Agent as to the authenticity thereof. The Administrative Agent shall have the right to review and adjust any such calculation of the Borrowing Commitment Base to reflect exclusions from Eligible Receivables, Reserves Receivables or such other matters as are necessary to determine the Borrowing Commitment Base, but in each case, case only to the extent the Administrative Agent is expressly provided such discretion by this Agreement Agreement. (ii) On each Monthly Reporting Date, the Master Record and provides written notice the Monthly Servicing Report to the Borrower of any such adjustment. The Administrative Agent shall have and Paying Agent on the continuing right in its commercially reasonable discretion to establish terms and adjust Reserves in determining the Borrowing Base in such amounts, and with respect to such matters, as the Administrative Agent shall deem appropriate in its commercially reasonable discretion, including without limitation Reserves with respect to collection performance, and amounts the Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify the Borrower in writing of any adjustment conditions set forth in the Reserves or the Borrowing Base. Together with each Borrowing Base Certificate delivered pursuant to this clause (a) and each Monthly Servicing Report, the Borrower shall deliver, or cause the Servicer to deliver, to the Administrative Agent a schedule setting forth the applicable Bank Partner Retained Percentage with respect to each ReceivableAgreement.

Collateral Reporting. On (a) At the commencement of each Credit DateBusiness Day, and in no event later than 10:30 a.m. (eastern time), the Collateral Agent shall furnish to the Borrower, Servicer, each Release Date and, during the continuance of a Default or Event of Default, at such other times as Managing Agent and the Administrative Agent shall requestelectronically a duly completed report in the form of Exhibit D-8 hereto, (the Borrower shall deliver a Borrowing Base Certificate to the Administrative Agent, in form "Collateral Agent Daily Report") specifying and substance satisfactory to the Administrative Agent. Each Borrowing Base Certificate delivered to the Administrative Agent shall bear a signed statement by an Authorized Officer certifying the then total Collateral Value of the Eligible Mortgage Collateral and other information, all as more fully provided for therein and as set forth on Schedule I hereto, noting, except for any Wet Loans and other Mortgage Loans with respect to which the Collateral Agent has not completed its review of the Principal Mortgage Documents, any applicable Exceptions on Schedule I thereto. (i) The Collateral Agent may assume the accuracy and completeness of all information included therein. The execution and delivery of a Borrowing Base Certificate shall in each instance constitute a representation and warranty supplied by the Borrower to the Lenders that each Eligible Receivable included therein satisfies Collateral Agent in any Assignment, or related electronic transmission, received by the Eligibility Criteria. In Collateral Agent, including but not limited to the event acquisition price paid for any Funding Notice Mortgage Loan, the unpaid principal balance of any Mortgage Loan as of its closing and funding date and the weighted average Market Value used in the related Collateral Value calculation and whether the Mortgage Loan is a Conforming Loan, and Alt-A Loan, a Jumbo Loan or Borrowing Base Certificate a Super Jumbo Loan; and (ii) The Collateral Agent may assume the accuracy of the information supplied by the Borrower to the Collateral Agent, whether written or in any other form acceptable to the Collateral Agent, with respect to a determination as to whether amounts received in the Collection Account represent the purchase price paid for a specific Mortgage Loan or other information required by this Section 5.1(aand, consequently, whether the Collateral Value of such Mortgage Loan should be removed from such calculation. (b) is delivered Two Business Days prior to the Administrative date on which the Maximum Facility Amount has changed, the Servicer shall notify the Collateral Agent by and the Borrower electronically or otherwise without signature, such Funding Notice, Borrowing Base Certificate or other information shall, upon such delivery, be deemed to be signed and certified on behalf (by facsimile) of the Borrower by an Authorized Officer and constitute a representation to new Maximum Facility Amount under the Administrative Loan Agreement. For purposes of the Collateral Agent as to Daily Report, the authenticity thereof. The Administrative Collateral Agent shall have assume that the right to review and adjust any such calculation of the Borrowing Base to reflect exclusions from Eligible Receivables, Reserves or such other matters as are necessary to determine the Borrowing Base, but in each case, only to the extent the Administrative Agent Maximum Facility Amount is expressly provided such discretion by this Agreement and provides $1,150,000,000 unless it receives written notice to the Borrower of any such adjustment. contrary from the Administrative Agent. (c) The Administrative Collateral Agent shall monitor and report on the Collateral Agent Daily Report the amount of Wet Loans and the portion thereof for which the related Principal Mortgage Documents have the continuing right in its commercially reasonable discretion to establish and adjust Reserves in determining the Borrowing Base in such amounts, and with respect to such matters, as the Administrative Agent shall deem appropriate in its commercially reasonable discretion, including without limitation Reserves with respect to collection performance, and amounts the Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify the Borrower in writing of any adjustment in the Reserves or the Borrowing Base. Together with each Borrowing Base Certificate been delivered pursuant to this clause (a) and each Monthly Servicing Report, the Borrower shall deliver, or cause the Servicer to deliver, to the Administrative Collateral Agent a schedule setting forth within the applicable Bank Partner Retained Percentage with respect to each Receivabletime period permitted under Section 3.7.

Collateral Reporting. On a. The Collateral Custodian, in its capacity as collateral administrator (in such capacity, the “Collateral Administrator”) shall create a database (the “Collateral Database”) with respect to the Portfolio Assets held by the Borrower on the Closing Date. The Collateral Administrator shall permit access to the information in the Collateral Database by the Borrower and the Portfolio Asset Servicer. The Collateral Administrator shall update the Collateral Database promptly for Portfolio Assets acquired or sold or otherwise disposed of and for any amendments or changes to Portfolio Asset amounts or interest rates in each Credit Datecase based upon, and to the extent of, information furnished to the Collateral Administrator by the Borrower or the Portfolio Asset Servicer as may be reasonably required by the Collateral Administrator from time to time or based upon notices received by the Collateral Administrator from the issuer, or trustee or agent bank under an underlying instrument, or similar source. b. The Collateral Administrator shall prepare and deliver a draft of each Release Date andCollateral Report to the Borrower and the Portfolio Asset Servicer, during on the continuance basis of a Default the information contained in the Collateral Database or Event of Default, at such other times as otherwise provided to the Administrative Agent shall requestCollateral Administrator by the Portfolio Asset Servicer, the Borrower or any other party as of the prior Determination Date. c. The Borrower and the Portfolio Asset Servicer shall deliver cooperate with the Collateral Administrator in connection with the matters described herein, including calculations relating to the Collateral Reports, or as otherwise reasonably requested by the Collateral Administrator hereunder. Without limiting the generality of the foregoing, the Borrower and the Portfolio Asset Servicer shall use their reasonable efforts to supply in a Borrowing Base Certificate timely fashion any information maintained by them that the Collateral Administrator may from time to time reasonably request with respect to the Portfolio Assets and reasonably need in order to complete the reports or perform the calculations required to be prepared, delivered or performed by the Collateral Administrator hereunder or otherwise reasonably required to permit the Collateral Administrator to perform its obligations hereunder, including, for purposes of the foregoing, but not limited to, providing the Market Value and the categorization or the characteristics of any Portfolio Asset included (or proposed to be included) in the Collateral Database. The Collateral Administrator shall have no liability for any failure by the Borrower or the Portfolio Asset Servicer to notify the Collateral Administrator promptly of any changes in the foregoing (including without limitation a Portfolio Asset with respect to which an Underlying Obligor Default has occurred). The Collateral Administrator shall be entitled to rely conclusively upon such information received by it from the Borrower and the Portfolio Asset Servicer concerning the Portfolio Assets, without independent inquiry, investigation or verification of any kind (whether as to accuracy or completeness or otherwise) by the Collateral Administrator, and the Collateral Administrator shall not be under a duty to independently determine any necessary information not so provided to it, and shall not be liable for any inaccuracy in any report, or its inability to prepare the report, required hereunder which is caused by a failure or inability of the Borrower or the Portfolio Asset Servicer to provide information required to be provided by the Borrower or the Portfolio Asset Servicer to the Collateral Administrator on an accurate, complete and timely basis. d. Following receipt from the Collateral Administrator of each Collateral Report, which shall be delivered in draft form to the Portfolio Asset Servicer, the Portfolio Asset Servicer shall review the contents therein and shall notify the Collateral Administrator whether it agrees or disagrees with the contents set forth therein. To the extent any of the information in such reports or statements conflicts with data or calculations in the records of the Portfolio Asset Servicer, the Portfolio Asset Servicer shall notify the Collateral Administrator of such discrepancy in reasonable detail and use reasonable efforts to assist the Collateral Administrator in reconciling such discrepancy. In addition, the Portfolio Asset Servicer shall make reasonable efforts to cooperate with the Collateral Administrator by answering reasonable questions posed by the Collateral Administrator with respect to such reports, instructions, statements and certificates to the extent the answers to such questions are within the actual knowledge of the Portfolio Asset Servicer. The Collateral Administrator shall make final copies of each Collateral Report available on each Collateral Report Reporting Date following receipt of approval from the Portfolio Asset Servicer to the Administrative Agent, in form and substance satisfactory to the Administrative Agent. Each Borrowing Base Certificate delivered to the Administrative Agent shall bear a signed statement by an Authorized Officer certifying the accuracy and completeness of all information included therein. The execution and delivery of a Borrowing Base Certificate shall in each instance constitute a representation and warranty by the Borrower to the Lenders that each Eligible Receivable included therein satisfies the Eligibility Criteria. In the event any Funding Notice or Borrowing Base Certificate with respect to a Loan or other information required by this Section 5.1(a) is delivered to the Administrative Agent by the Borrower electronically or otherwise without signature, such Funding Notice, Borrowing Base Certificate or other information shall, upon such delivery, be deemed to be signed and certified on behalf of the Borrower by an Authorized Officer and constitute a representation to the Administrative Agent as to the authenticity thereof. The Administrative Agent shall have the right to review and adjust any such calculation of the Borrowing Base to reflect exclusions from Eligible Receivables, Reserves or such other matters as are necessary to determine the Borrowing Base, but in each case, only to the extent the Administrative Agent is expressly provided such discretion by this Agreement and provides written notice to the Borrower of any such adjustment. The Administrative Agent shall have the continuing right in its commercially reasonable discretion to establish and adjust Reserves in determining the Borrowing Base in such amounts, and with respect to such matters, as the Administrative Agent shall deem appropriate in its commercially reasonable discretion, including without limitation Reserves with respect to collection performance, and amounts the Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify the Borrower in writing of any adjustment in the Reserves or the Borrowing Base. Together with each Borrowing Base Certificate delivered pursuant to this clause (a) and each Monthly Servicing ReportLenders, the Borrower shall deliver, or cause and the Servicer to deliver, to the Administrative Agent a schedule setting forth the applicable Bank Partner Retained Percentage with respect to each ReceivablePortfolio Asset Servicer.

Collateral Reporting. On (a) The Collateral Agent shall perform the following functions: (i) create a Collateral database within 30 days of the Original Closing Date; (ii) permit access to the information in the Collateral database to the Investment Manager and the Borrower; (iii) update the Collateral database promptly for ratings changes; (iv) update the Collateral database promptly for Collateral Obligations, Equity Securities and Eligible Investments acquired or sold or otherwise disposed of and for any amendments or changes to loan amounts or interest rates; (v) prepare and arrange for the delivery of each Credit DateMonthly Report and Payment Date Report; and (vi) provide the Investment Manager with such other information as may be reasonably requested by the Investment Manager and as is within the possession of the Collateral Agent. (b) Not later than the day on which each Monthly Report or Payment Date Report is required to be provided by the Borrower, the Collateral Agent shall calculate, using the information contained in the Collateral database created by the Collateral Agent and any other Collateral information normally maintained by the Collateral Agent, and subject to the Collateral Agent’s receipt from the Investment Manager of information with respect to the Collateral that is not contained in such Collateral database or normally maintained by the Collateral Agent each Release item required to be stated in such Monthly Report or Payment Date and, during Report. (c) Upon notification by the continuance Investment Manager of a Default or Event proposed purchase of Defaultany security pursuant to this Agreement (accompanied by such information concerning the security to be purchased as may be necessary to make the calculations referred to below), at such other times as the Administrative Collateral Agent shall requestcalculate each criterion included in the Eligibility Criteria as a condition to such purchase in accordance with this Agreement, in all cases, based upon information contained in the Collateral database and information furnished by the Borrower and Investment Manager, and provide the results of such calculations to the Investment Manager so that the Investment Manager may determine whether such purchase is permitted by this Agreement. The Collateral Agent shall deliver a Borrowing Base Certificate draft of such calculation to the Administrative Agent, in form Investment Manager reasonably promptly after the later of (i) notification of such proposed purchase by the Investment Manager and substance satisfactory to the Administrative Agent. Each Borrowing Base Certificate delivered to the Administrative Agent shall bear a signed statement by an Authorized Officer certifying the accuracy and completeness (ii) delivery of all information included thereinto the Collateral Agent necessary to complete such calculations. For the avoidance of doubt, the Collateral Agent shall have no obligation to determine (and the Investment Manager will timely advise the Collateral Agent) whether any item of Collateral meets the definition of “Collateral Obligation”, “Credit Risk Loan/Bond”, “Equity Security” or “Defaulted Loan/Bond”. (d) Upon written notification by the Investment Manager of a proposed sale of any Collateral Obligation pursuant to Section 10.01 of this Agreement, the Collateral Agent shall calculate each criterion set forth in the Section 10.01, if any, as a condition to such disposition and provide the results of such calculations to the Investment Manager so that the Investment Manager may determine whether such sale is permitted by this Agreement. The execution Collateral Agent shall deliver a draft of such calculations to the Investment Manager reasonably promptly after the later of (i) notification of such proposed sale by the Investment Manager and (ii) delivery of a Borrowing Base Certificate shall in each instance constitute a representation and warranty all information to the Collateral Agent necessary to complete such calculations. (e) With respect to the calculations to be provided by the Borrower Collateral Agent set forth in Sections 8.13(c) and (d) above, in no event shall the Collateral Agent be required to deliver such calculations earlier than one Business Day following the Lenders that each Eligible Receivable included therein satisfies receipt by the Eligibility CriteriaCollateral Agent of all information necessary to complete such calculations. In the event any Funding Notice or Borrowing Base Certificate with respect the Investment Manager does not provide the Collateral Agent the items necessary to a Loan or other information complete the calculations required by this Section 5.1(aSections 8.13(c) is delivered and (d) above and/or the Investment Manager proceeds with a sale or purchase of the applicable Collateral prior to the Administrative time the Collateral Agent by delivers such calculations, the Borrower electronically or otherwise without signature, such Funding Notice, Borrowing Base Certificate or other information shall, Collateral Agent shall not be responsible for determining whether the provisions of this Agreement have been satisfied (including compliance with the Eligibility Criteria) and the Collateral Agent shall be entitled to rely upon such delivery, be deemed to be signed and certified on behalf the instructions of the Borrower by an Authorized Officer Investment Manager in all respects, including but not limited to instructions (which may be in the form of trade tickets) to release the applicable Collateral from the lien of this Agreement or to acquire the applicable Collateral. In the event the Investment Manager consummates a sale or purchase prior to receiving the calculations of the Collateral Agent, the Collateral Agent shall be under no duty, and constitute a representation shall incur no liability, to perform the calculations set forth in Sections 8.13(c) and (d) above. (f) Subject to the Administrative Agent as to the authenticity thereof. The Administrative Agent shall have the right to review and adjust any such calculation mutual agreement of the Borrowing Base to reflect exclusions from Eligible Receivablesparties hereto regarding reasonable compensation for the Collateral Agent, Reserves or perform such other matters calculations and prepare such other reports as the Investment Manager may reasonably request in writing and that are necessary to determine the Borrowing Base, but in each case, only to the extent the Administrative Agent is expressly provided such discretion required by this Agreement and provides written notice as the Collateral Agent may agree to in writing, which agreement shall not be unreasonably withheld. (g) Nothing herein shall prevent the Borrower Collateral Agent or any of its Affiliates from engaging in other businesses or from rendering services of any such adjustment. kind to any Person. (h) The Administrative Collateral Agent shall have the continuing right no obligation to determine Market Value or price in its commercially reasonable discretion to establish and adjust Reserves in determining the Borrowing Base in such amounts, and connection with respect to such matters, as the Administrative Agent shall deem appropriate in its commercially reasonable discretion, including without limitation Reserves with respect to collection performance, and amounts the Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify the Borrower in writing of any adjustment in the Reserves actions or the Borrowing Base. Together with each Borrowing Base Certificate delivered pursuant to duties under this clause (a) and each Monthly Servicing Report, the Borrower shall deliver, or cause the Servicer to deliver, to the Administrative Agent a schedule setting forth the applicable Bank Partner Retained Percentage with respect to each ReceivableAgreement.

Collateral Reporting. (i) On each Credit Date, each Release Interest Payment Date and, during the continuance of a Default or Event of Default, and at such other times as the Administrative Agent shall requestmay reasonably request (but such request not to be made more than one time per calendar month or more frequently as agreed upon between the Company and the Administrative Agent) and with each Funding Notice, the Borrower shall deliver a Borrowing Base Certificate (calculated as of the close of business of the previous Monthly Period or as of a date no later than three (3) Business Days prior to the Administrative Agentsuch request), in form and substance reasonably satisfactory to the Administrative Agent. Each Borrowing Base Certificate delivered to the Administrative Agent shall bear a signed statement by an Authorized Officer certifying the accuracy and completeness in all material respects of all information included thereintherein as of such date. The execution and delivery of a Borrowing Base Certificate shall in each instance constitute a representation and warranty by the Borrower Company to the Lenders Administrative Agent as of such date that each Eligible Receivable included therein satisfies as an “Eligible Receivable” is, in fact, an Eligible Receivable. For avoidance of doubt, and without derogation of the Eligibility Criteria. In Company’s obligations hereunder, in the event any Funding Notice request for a Revolving Loan, or a Borrowing Base Certificate with respect to a Loan or other information required by this Section 5.1(a5.1(e) is delivered to the Administrative Agent by the Borrower Company electronically or otherwise without signature, such Funding Noticerequest, or such Borrowing Base Certificate or other information shall, upon such delivery, be deemed to be signed and certified on behalf of the Borrower Company by an Authorized Officer and constitute a representation to the Administrative Agent as to the authenticity thereof. The Administrative Agent shall have the right to review and adjust any such calculation of the Borrowing Base to reflect exclusions from Eligible Receivables, Reserves Receivables or such other matters as are necessary to determine the Borrowing Base, but in each case, case only to the extent the Administrative Agent is expressly provided such discretion by this Agreement has made a determination in good faith and provides written notice to in the Borrower exercise (from the perspective of any such adjustment. The Administrative Agent shall have the continuing right in its a secured asset-based lender) of commercially reasonable discretion to establish and adjust Reserves in determining the Borrowing Base in such amountsbusiness judgment. Further, and with respect to such matters, as the Administrative Agent shall deem appropriate in its commercially reasonable discretion, including without limitation Reserves with respect to collection performance, and amounts the Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify the Borrower in writing of any adjustment in the Reserves or the Borrowing Base. Together with by no later than each Borrowing Base Certificate delivered pursuant to this clause (a) and each Monthly Servicing ReportInterest Payment Date, the Borrower Company shall deliver, or cause the Servicer to deliver, provide notice to the Administrative Agent a schedule setting forth (which notice may be by electronic mail) of the applicable Bank Partner Retained Percentage with respect occurrence of any Asset Performance Payout Event for the Monthly Period most recently ended. (ii) On each Interest Payment Date, the Monthly Servicing Report to each ReceivableAdministrative Agent.

Collateral Reporting. On each Credit Date, each Release Date and, during the continuance of a Default or Event of DefaultDefault and, in any event, on at least a monthly basis, at such other times as the Administrative Agent shall request, the Borrower shall deliver a Borrowing Base Certificate to the Administrative Agent, in form and substance satisfactory to the Administrative Agent. Each Borrowing Base Certificate delivered to Agent and the Administrative Agent shall bear a signed statement by an Authorized Officer certifying the accuracy and completeness of all information included thereinRequired Lenders. The execution and delivery of a Borrowing Base Certificate shall in each instance constitute a representation and warranty by the Borrower to the Lenders that each Eligible Receivable included therein satisfies the Eligibility Criteria. In the event any Funding Notice or Borrowing Base Certificate with respect to a Loan or other information required by this Section 5.1(a) is delivered to the Administrative Agent by the Borrower electronically or otherwise without signature, such Funding Notice, Borrowing Base Certificate or other information shall, upon such delivery, be deemed to be signed and certified on behalf of the Borrower by an Authorized Officer and constitute a representation to the Administrative Agent as to the authenticity thereof. The Administrative Agent and the Required Lenders shall have the right to review and adjust any such calculation of the Borrowing Base to reflect exclusions from Eligible Receivables, Reserves or such other matters as are necessary to determine the Borrowing Base, but in each case, only to the extent the Administrative Agent or the Required Lenders, as applicable, is expressly provided such discretion by this Agreement and provides written notice to the Borrower of any such adjustment. The Administrative Agent and the Required Lenders shall have the continuing right in its commercially reasonable discretion to establish and adjust Reserves in determining the Borrowing Base in such amounts, and with respect to such matters, as the Administrative Agent or the Required Lenders shall deem appropriate in its their commercially reasonable discretiondiscretions, including without limitation Reserves with respect to collection performance, and amounts the Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify the Borrower in writing of any adjustment in the Reserves or the Borrowing Base. Together with each Borrowing Base Certificate delivered pursuant to this clause (a) and each Monthly Servicing Report, the Borrower shall deliver, or cause the Servicer to deliver, to the Administrative Agent a schedule setting forth the applicable Bank Partner Retained Percentage with respect to each Receivable.. Each certificate or report delivered to the Administrative Agent and or the Lenders pursuant to this Section 5.1(a) shall bear a signed statement by an Authorized Officer of the applicable Credit Party delivering such certificate or report certifying the accuracy and completeness of all information included therein;

Collateral Reporting. (i) On each Credit Monthly Reporting Date, with each Release Date andFunding Notice, during the continuance of a Default or Event of Default, and at such other times as the Administrative any Agent or Lender shall requestrequest in its Permitted Discretion, the Borrower shall deliver a Borrowing Base Certificate (calculated as of the close of business of the previous Monthly Period or as of a date no later than three (3) Business Days prior to such request), together with a reconciliation to the Administrative Agentmost recently delivered Borrowing Base Certificate and Borrowing Base Report, in form and substance reasonably satisfactory to the Administrative Agent and Paying Agent. Each Borrowing Base Certificate delivered to the Administrative Agent and Paying Agent shall bear a signed statement by an Authorized Officer certifying the accuracy and completeness in all material respects of all information included therein. The execution and delivery of a Borrowing Base Certificate (other than any Original Borrowing Base Certificate to the extent a Replacement Borrowing Base Certificate has been delivered in substitute thereof in accordance with Section 2.1(c)(ii)) shall in each instance constitute a representation and warranty by the Borrower Company to the Lenders Administrative Agent and Paying Agent that each Eligible Receivable included therein satisfies the Eligibility Criteriaas an “Eligible Receivable” is, in fact, an Eligible Receivable. In the event any Funding Notice request for a Revolving Loan, or a Borrowing Base Certificate with respect to a Loan or other information required by this Section 5.1(a5.1(f) is delivered to the Administrative Agent and Paying Agent by the Borrower Company electronically or otherwise without signature, such Funding Noticerequest, or EAST\142259790.4 75 such Borrowing Base Certificate or other information shall, upon such delivery, be deemed to be signed and certified on behalf of the Borrower Company by an Authorized Officer and constitute a representation to the Administrative Agent and Paying Agent as to the authenticity thereof. The Administrative Agent shall have the right to review and adjust any such calculation of the Borrowing Base to reflect exclusions from Eligible Receivables, Reserves Receivables or such other matters as are necessary to determine the Borrowing Base, but in each case, case only to the extent the Administrative Agent is expressly provided such discretion by this Agreement Agreement. (ii) On each Monthly Reporting Date, (A) the Monthly Servicing Report to Administrative Agent and provides written notice Paying Agent on the terms and conditions set forth in the Servicing Agreement, and (B) the Master Record to the Borrower Paying Agent. Notwithstanding any other provision of any such adjustment. The Administrative the Credit Documents, no Lender or Agent (other than the Paying Agent) shall have a right to receive the continuing right in its commercially reasonable discretion to establish and adjust Reserves in determining the Borrowing Base in such amounts, and with respect to such matters, as the Administrative Agent shall deem appropriate in its commercially reasonable discretion, including without limitation Reserves with respect to collection performance, and amounts the Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify the Borrower in writing of any adjustment in the Reserves or the Borrowing Base. Together with each Borrowing Base Certificate delivered pursuant to this clause (a) and each Monthly Servicing Report, the Borrower shall deliver, or cause the Servicer to deliver, to the Administrative Agent a schedule setting forth the applicable Bank Partner Retained Percentage with respect to each ReceivableMaster Record.

Collateral Reporting. (i) On each Credit Monthly Reporting Date, with each Release Date andFunding Notice, during the continuance of a Default or Event of Default, and at such other times as the Administrative any Agent or Lender shall requestrequest in its Permitted Discretion, the Borrower shall deliver a Borrowing Base Certificate (calculated as of the close of business of the previous Monthly Period or as of a date no later than three (3) Business Days prior to such request), together with a reconciliation to the Administrative Agentmost recently delivered Borrowing Base Certificate and Borrowing Base Report, in form and substance reasonably satisfactory to the Administrative AgentAgent and each Class B Lender. Each Borrowing Base Certificate delivered to the Administrative Agent, Paying Agent and each Class B Lender shall bear a signed statement by an Authorized Officer certifying the accuracy and completeness in all material respects of all information included therein. The execution and delivery of a Borrowing Base Certificate shall in each instance constitute a representation and warranty by the Borrower Company to the Lenders Administrative Agent, Paying Agent and each Class B Lender that each Eligible Receivable included therein satisfies as an “Eligible Receivable” (other than any Receivable repurchased by Holdings in accordance with the Eligibility CriteriaAsset Purchase Agreement) is, in fact, an Eligible Receivable as of the date thereof. In For avoidance of doubt, and without derogation of the Company’s obligations hereunder, in the event any Funding Notice request for a Loan, or a Borrowing Base Certificate with respect to a Loan or other information required by this Section 5.1(a5.1(f) is delivered to the Administrative Agent, Paying Agent and each Class B Lender by the Borrower Company electronically or otherwise without signature, such Funding Noticerequest, or such Borrowing Base Certificate or other information shall, upon such delivery, be deemed to be signed and certified on behalf of the Borrower Company by an Authorized Officer and constitute a representation to the Administrative Agent, Paying Agent and each Class B Lender as to the authenticity thereof. The Administrative Agent shall have the right to review and adjust any such calculation of the Borrowing Base to reflect exclusions from Eligible Receivables, Reserves Receivables or such other matters as are necessary to determine the Borrowing Base, but in each case, case only to the extent the Administrative Agent is expressly provided such discretion by this Agreement Agreement. (ii) On each Monthly Reporting Date, the Master Record and provides written notice the Monthly Servicing Report to Administrative Agent, Paying Agent and each Class B Lender on the Borrower of any such adjustment. The Administrative Agent shall have the continuing right in its commercially reasonable discretion to establish terms and adjust Reserves in determining the Borrowing Base in such amounts, and with respect to such matters, as the Administrative Agent shall deem appropriate in its commercially reasonable discretion, including without limitation Reserves with respect to collection performance, and amounts the Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify the Borrower in writing of any adjustment conditions set forth in the Reserves or the Borrowing Base. Together with each Borrowing Base Certificate delivered pursuant to this clause (a) and each Monthly Servicing Report, the Borrower shall deliver, or cause the Servicer to deliver, to the Administrative Agent a schedule setting forth the applicable Bank Partner Retained Percentage with respect to each ReceivableAgreement.

Collateral Reporting. On each Credit (a) The Collateral Administrator shall perform the following functions: (i) within thirty (30) days after the Closing Date, each Release Date and, during the continuance of a Default or Event of Default, at such other times as the Administrative Agent shall request, the Borrower shall deliver a Borrowing Base Certificate to the Administrative Agent, in form and substance satisfactory to the Administrative Agent. Each Borrowing Base Certificate delivered to the Administrative Agent shall bear a signed statement by an Authorized Officer certifying the accuracy and completeness of all based upon information included therein. The execution and delivery of a Borrowing Base Certificate shall in each instance constitute a representation and warranty provided by the Borrower to or the Lenders that each Eligible Receivable included therein satisfies the Eligibility Criteria. In the event any Funding Notice or Borrowing Base Certificate Collateral Manager, create a collateral database with respect to a Loan or other information required by this Section 5.1(a) is delivered the Collateral that has been pledged to the Administrative Collateral Agent for the benefit of the Secured Parties from time to time, comprised of the Collateral Obligations credited to the accounts from time to time and Eligible Investments in which amounts held in the accounts may be invested from time to time, as provided in this Agreement (the “Collateral Database”); (ii) permit access to the information contained in a secured website maintained by the Collateral Administrator with respect to the Collateral Database to the Collateral Manager, the Facility Agent and the Borrower; (iii) update the Collateral Database promptly for ratings changes based upon, and to the extent of, information furnished to the Collateral Administrator by the Borrower or the Collateral Manager; (iv) update the Collateral Database promptly for Collateral Obligations, Equity Obligations and Eligible Investments acquired or sold or otherwise disposed of and for any amendments or changes to loan amounts or interest rates based upon, and to the extent of, information furnished to the Collateral Agent by the Borrower electronically or otherwise without signaturethe Collateral Manager; (v) prepare, such Funding Notice, Borrowing Base Certificate or other information shall, upon such delivery, be deemed to be signed and certified on behalf of the Borrower, and arrange for the delivery of each Monthly Report and Payment Date Report; and (vi) provide the Borrower and the Collateral Manager with such other information as may be reasonably requested by an Authorized Officer the Borrower or the Collateral Manager 155 and constitute a representation as is within the possession of the Collateral Administrator and that can be provided without unreasonable burden or expense. (b) Not later than the day on which each Monthly Report or Payment Date Report is required to be provided by the Collateral Administrator, the Collateral Administrator shall calculate, using the information contained in the Collateral database created by the Collateral Administrator and any other Collateral information normally maintained by the Collateral Administrator, and subject to the Administrative Agent as Collateral Administrator’s receipt from the Borrower or the Collateral Manager of information with respect to the authenticity thereof. The Administrative Agent shall have Collateral that is not contained in such Collateral database or normally maintained by the right Collateral Administrator, each item required to review and adjust be stated in such Monthly Report or Payment Date Report. (c) Upon notification by the Borrower or Collateral Manager of a proposed purchase of any such calculation of the Borrowing Base security pursuant to reflect exclusions from Eligible Receivables, Reserves or such other matters as are necessary to determine the Borrowing Base, but in each case, only to the extent the Administrative Agent is expressly provided such discretion by this Agreement and provides written notice request by the Borrower or the Collateral Manager to make such calculations (accompanied by such information concerning the security to be purchased as may be necessary to make the calculations referred to below), the Collateral Administrator shall calculate each criterion included in the Eligibility Criteria, as a condition to such purchase in accordance with this Agreement, in all cases, based upon information contained in the Collateral database and information furnished by the Borrower or the Collateral Manager, and provide the results of such calculations to the Borrower of any and the Collateral Manager so that the Borrower and the Collateral Manager may determine whether such adjustmentpurchase is permitted by this Agreement. The Administrative Agent Collateral Administrator shall have the continuing right in its commercially reasonable discretion deliver a draft of such calculation to establish and adjust Reserves in determining the Borrowing Base in such amounts, and with respect to such matters, as the Administrative Agent shall deem appropriate in its commercially reasonable discretion, including without limitation Reserves with respect to collection performance, and amounts the Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify Collateral Manager reasonably promptly after the later of (i) notification of such proposed purchase by the Borrower in writing of any adjustment in the Reserves or the Borrowing Base. Together with each Borrowing Base Certificate delivered pursuant to this clause (a) and each Monthly Servicing Report, the Borrower shall deliver, or cause the Servicer to deliver, to the Administrative Agent a schedule setting forth the applicable Bank Partner Retained Percentage with respect to each Receivable.Collateral Manager and

Collateral Reporting. On each Credit (a) The Collateral Administrator shall perform the following functions: (i) within thirty (30) days after the Closing Date, and based upon information provided by the Borrower or the Collateral Manager, create a collateral database with respect to the Collateral that has been pledged to the Collateral Agent for the benefit of the Secured Parties from time to time, comprised of the Collateral Obligations credited to the accounts from time to time and Eligible Investments in which amounts held in the accounts may be invested from time to time, as provided in this Agreement (the “Collateral Database”); (ii) permit access to the information contained in a secured website maintained by the Collateral Administrator with respect to the Collateral Database to the Collateral Manager, the Facility Agent and the Borrower; (iii) update the Collateral Database promptly for ratings changes based upon, and to the extent of, information furnished to the Collateral Administrator by the Borrower or the Collateral Manager; (iv) update the Collateral Database promptly for Collateral Obligations, Equity Obligations and Eligible Investments acquired or sold or otherwise disposed of and for any amendments or changes to loan amounts or interest rates based upon, and to the extent of, information furnished to the Collateral Agent by the Borrower or the Collateral Manager; (v) prepare, on behalf of the Borrower, and arrange for the delivery of each Release Monthly Report and Payment Date Report; and (vi) provide the Borrower and the Collateral Manager with such other information as may be reasonably requested by the Borrower or the Collateral Manager and as is within the possession of the Collateral Administrator and that can be provided without unreasonable burden or expense. (b) Not later than the day on which each Monthly Report or Payment Date Report is required to be provided by the Collateral Administrator, during the continuance Collateral Administrator shall calculate, using the information contained in the Collateral database created by the Collateral Administrator and any other Collateral information normally maintained by the Collateral Administrator, and subject to the Collateral Administrator’s receipt from the Borrower or the Collateral Manager of information with respect to the Collateral that is not contained in such Collateral database or normally maintained by the Collateral Administrator, each item required to be stated in such Monthly Report or Payment Date Report. (c) Upon notification by the Borrower or Collateral Manager of a Default proposed purchase of any security pursuant to this Agreement and written request by the Borrower or Event of Default, at the Collateral Manager to make such other times calculations (accompanied by such information concerning the security to be purchased as may be necessary to make the Administrative Agent shall requestcalculations referred to below), the Collateral Administrator shall calculate each criterion included in the Eligibility Criteria, as a condition to such purchase in accordance with this Agreement, in all cases, based upon information contained in the Collateral database and information furnished by the Borrower or the Collateral Manager, and provide the results of such calculations to the Borrower and the Collateral Manager so that the Borrower and the Collateral Manager may determine whether such purchase is permitted by this Agreement. The Collateral Administrator shall deliver a Borrowing Base Certificate draft of such calculation to the Administrative Agent, in form Borrower and substance satisfactory to the Administrative Agent. Each Borrowing Base Certificate delivered to Collateral Manager reasonably promptly after the Administrative Agent shall bear a signed statement later of (i) notification of such proposed purchase by an Authorized Officer certifying the accuracy Borrower or the Collateral Manager and completeness (ii) delivery of all information included thereinto the Collateral Administrator necessary to complete such calculations. The execution For the avoidance of doubt, the Collateral Administrator shall have no obligation to determine (and delivery the Borrower or the Collateral Manager will timely advise the Collateral Administrator) whether any item of a Borrowing Base Certificate Collateral meets the definition of “Collateral Obligation”, “Equity Obligation” or “Defaulted Obligation” and nothing herein shall obligate the Collateral Administrator to review or examine any underlying instrument or contract evidencing, governing or guaranteeing or securing any Collateral in each instance constitute a representation and warranty order to verify, confirm, audit or otherwise determine any characteristics thereof. (d) Upon written notification by the Borrower and Collateral Manager of a proposed sale of any Collateral Obligation pursuant to Section 10.01 of this Agreement and written request by the Collateral Manager to make such calculations, the Collateral Administrator shall calculate each criterion set forth in the Section 10.01, if any, as a condition to such disposition and provide the results of such calculations to the Lenders Borrower and the Collateral Manager so that each Eligible Receivable included therein satisfies the Borrower and the Collateral Manager may determine whether such sale is permitted by this Agreement. The Collateral Administrator shall deliver a draft of such calculations to the Borrower and Collateral Manager reasonably promptly after the later of (i) notification of such proposed sale by the Borrower or the Collateral Manager and (ii) delivery of all information to the Collateral Administrator necessary to complete such calculations. (e) In the event the Borrower or the Collateral Manager does not provide the Collateral Administrator the items necessary to complete the calculations required by Sections 8.10(c) and (d) above and/or the Borrower or the Collateral Manager proceeds with a sale or purchase of the applicable Collateral prior to the time the Collateral Administrator delivers such calculations, the Collateral Administrator shall not be responsible for determining whether the provisions of this Agreement have been satisfied (including compliance with the Eligibility Criteria) and the Collateral Administrator, the Collateral Agent and the Custodian shall be entitled to rely upon and comply with the instructions of the Borrower or the Collateral Manager in all respects, including but not limited to instructions (which may be in the form of trade tickets) to release the applicable Collateral from the lien of this Agreement or to acquire the applicable Collateral. In the event any Funding Notice the Borrower or Borrowing Base Certificate with respect the Collateral Manager consummates a sale or purchase prior to a Loan receiving the calculations of the Collateral Administrator, the Collateral Administrator shall be under no duty, and shall incur no liability for such sale or other information required by this Section 5.1(apurchase and shall not be obligated to perform the calculations set forth in Sections 8.10(c) is delivered and (d) above. (f) Subject to the Administrative Agent by mutual agreement of the parties hereto regarding reasonable compensation for the Collateral Administrator, perform such other calculations and prepare such other reports as the Borrower electronically or otherwise without signature, such Funding Notice, Borrowing Base Certificate or other information shall, upon such delivery, be deemed to be signed the Collateral Manager may reasonably request in writing and certified on behalf of the Borrower by an Authorized Officer and constitute a representation to the Administrative Agent as to the authenticity thereof. The Administrative Agent shall have the right to review and adjust any such calculation of the Borrowing Base to reflect exclusions from Eligible Receivables, Reserves or such other matters as that are necessary to determine the Borrowing Base, but in each case, only to the extent the Administrative Agent is expressly provided such discretion required by this Agreement and provides written notice as the Collateral Administrator may agree to in writing, which agreement shall not be unreasonably withheld. (g) Nothing herein shall prevent the Collateral Administrator or any of its Affiliates from engaging in other businesses or from rendering services of any kind to any Person. (h) The Collateral Administrator shall have no obligation to determine Fair Market Value or price in connection with any actions or duties under this Agreement. (i) The Borrower or the Collateral Manager shall cooperate with the Collateral Administrator in connection with the preparation by the Collateral Administrator of the Monthly Reports and the Payment Date Reports. Without limiting the generality of the foregoing, the Borrower or the Collateral Manager shall advise in a timely manner the Collateral Administrator of the results of any determinations required or permitted to be made by it under this Agreement and supply the Collateral Administrator with such adjustment. The Administrative Agent shall have other information as is maintained by the continuing right in its commercially reasonable discretion Borrower or the Collateral Manager that the Collateral Administrator may from time to establish and adjust Reserves in determining the Borrowing Base in such amounts, and time request with respect to such matters, as the Administrative Agent shall deem appropriate in its commercially reasonable discretion, including without limitation Reserves with respect Collateral and reasonably needed to collection performance, and amounts complete the Borrower is reports required to pay and has failed be prepared by the Collateral Administrator hereunder or required to pay; provided, that permit the Administrative Agent shall notify the Borrower in writing of any adjustment in the Reserves or the Borrowing Base. Together with each Borrowing Base Certificate delivered pursuant Collateral Administrator to this clause (a) and each Monthly Servicing Report, the Borrower shall deliver, or cause the Servicer to deliver, to the Administrative Agent a schedule setting forth the applicable Bank Partner Retained Percentage with respect to each Receivableperform its obligations hereunder.

Collateral Reporting. (i) On each Credit Monthly Reporting Date, with each Release Date andFunding Notice, during the continuance of a Default or Event of Default, and at such other times as the Administrative any Agent or Lender shall requestrequest in its Permitted Discretion, the Borrower shall deliver a Borrowing Base Certificate (calculated as of the close of business of the previous Monthly Period or as of a date no later than three (3) Business Days prior to such request), together with a reconciliation to the Administrative Agentmost recently delivered Borrowing Base Certificate and Borrowing Base Report, in form and substance reasonably satisfactory to the Administrative Agent, and which includes the data to support the calculations for such Borrowing Base Certificate and Borrowing Base Report. Each Borrowing Base Certificate delivered to the Administrative Agent and Paying Agent shall bear a signed statement by an Authorized Officer certifying the accuracy and completeness in all material respects of all information included therein. The execution and delivery of a Borrowing Base Certificate (other than any Original Borrowing Base Certificate if a Replacement Borrowing Base Certificate has been delivered in substitute thereof in accordance with Section 2.1(c)(ii)) shall in each instance constitute a representation and warranty by the Borrower Company to the Lenders Administrative Agent and Paying Agent that each Eligible Receivable included therein satisfies as an “Eligible Receivable” (other than any Receivable repurchased by Holdings in accordance with the Eligibility CriteriaAsset Purchase Agreement) is, in fact, an Eligible Receivable as of the date thereof. In For avoidance of doubt, and without derogation of the Company’s obligations hereunder, in the event any Funding Notice request for a Loan, or a Borrowing Base Certificate with respect to a Loan or other information required by this Section 5.1(a5.1(f) is delivered to the Administrative Agent and Paying Agent by the Borrower Company electronically or otherwise without signature, such Funding Noticerequest, or such Borrowing Base Certificate or other information shall, upon such delivery, be deemed to be signed and certified on behalf of the Borrower Company by an Authorized Officer and constitute a representation to the Administrative Agent and Paying Agent as to the authenticity thereof. The Administrative Agent shall have the right to review and adjust any such calculation of the Borrowing Base to reflect exclusions from Eligible Receivables, Reserves Receivables or such other matters as are necessary to determine the Borrowing BaseBase in accordance with this Agreement. (ii) On each Monthly Reporting Date, but the Master Record, the Monthly Servicing Report and a data tape which includes the data to support the calculations in each case, only the Monthly Servicing Report to the extent the Administrative Agent is expressly provided such discretion by this Agreement and provides written notice to Paying Agent on the Borrower of any such adjustment. The Administrative Agent shall have the continuing right in its commercially reasonable discretion to establish terms and adjust Reserves in determining the Borrowing Base in such amounts, and with respect to such matters, as the Administrative Agent shall deem appropriate in its commercially reasonable discretion, including without limitation Reserves with respect to collection performance, and amounts the Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify the Borrower in writing of any adjustment conditions set forth in the Reserves or the Borrowing Base. Together with each Borrowing Base Certificate delivered pursuant to this clause (a) and each Monthly Servicing Report, the Borrower shall deliver, or cause the Servicer to deliver, to the Administrative Agent a schedule setting forth the applicable Bank Partner Retained Percentage with respect to each ReceivableAgreement.

Collateral Reporting. On (a) At the commencement of each Credit DateBusiness Day, each Release Date andand in no event later than 1:00 p.m. (eastern time), during the continuance of a Default or Event of Default, at such other times as the Administrative Collateral Agent shall request, the Borrower shall deliver a Borrowing Base Certificate furnish to the Administrative AgentBorrower, in form Servicer and substance satisfactory to the Administrative Agent. Each Borrowing Base Certificate each Managing Agent by e-mail transmission (a hard copy of which shall not subsequently be mailed, sent or delivered to any such party, unless so requested by such party) a duly completed report (including a copy of the Administrative executed signature page) in the form of Exhibit D-8 hereto, (the “Collateral Agent shall bear a signed statement by an Authorized Officer Daily Report”) specifying and certifying the accuracy then total Collateral Value of the Eligible Mortgage Collateral and completeness of other information, all information included thereinas more fully provided for therein and as set forth on Schedule I hereto, noting any applicable Exceptions on Schedule I thereto. The execution and delivery of a Borrowing Base Certificate shall in each instance constitute a representation and warranty Collateral Agent may rely on the following information. (i) All information supplied by the Borrower to the Lenders Collateral Agent in any Assignment, or related electronic transmission, received by the Collateral Agent, including but not limited to the acquisition price paid for any Mortgage Loan, the unpaid principal balance of any Mortgage Loan as of its closing and funding date and the purchase price under any Loan Specific Take-Out Commitment, whether the Mortgage Loan is a Conforming Loan, a Jumbo Loan or an Alt-A Loan, a Subprime Loan, a Second Lien Loan, a Pay Option ARM and a Negatively Amortizing Mortgage or Pay Option ARM, together with information on any Hedge Report and the weighted average purchase price (expressed as a percentage of par) that each Approved Investors are obligated to pay, pursuant to Xxxxxx, for all Eligible Receivable included therein satisfies Mortgage Loans, as shown on the Eligibility Criteria. In most recent Hedge Report (and any adjustments made by the event Collateral Agent, for the purposes of calculating the related Collateral Value, with respect to Mortgage Loans that subsequently were covered by Loan Specific Take-Out Commitments); provided, that, in determining the weighted average purchase price for making any Funding Notice adjustments as referenced above, the Collateral Agent shall, with respect to Alt-A Loans, use the value that is the “Portfolio Total” with respect to the column “Market” under “Alt-A Portfolio Profile” in the Alt-A Loan Hedge Report and, with respect to Conforming Loans, use the value that is the “Total” with respect to the column “Value” under “Portfolio Hedge Position - Market Value Analysis” in the Conforming Loan Hedge Report. (ii) The information supplied by the Borrower to the Collateral Agent, whether written or Borrowing Base Certificate in any other form acceptable to the Collateral Agent, with respect to a determination as to whether amounts received in the Collection Account represent the purchase price paid for a specific Mortgage Loan or other information required by this Section 5.1(aand, consequently, whether the Collateral Value of such Mortgage Loan should be removed from such calculation. (b) is delivered Two Business Days prior to the Administrative Agent by date on which the Borrower electronically or otherwise without signatureMaximum Facility Amount has changed, such Funding Notice, Borrowing Base Certificate or other information shall, upon such delivery, be deemed to be signed and certified on behalf of the Borrower by an Authorized Officer and constitute a representation to the Administrative Agent as to the authenticity thereof. The Administrative Agent shall have the right to review and adjust any such calculation of the Borrowing Base to reflect exclusions from Eligible Receivables, Reserves or such other matters as are necessary to determine the Borrowing Base, but in each case, only to the extent the Administrative Agent is expressly provided such discretion by this Agreement and provides written notice to the Borrower of any such adjustment. The Administrative Agent shall have the continuing right in its commercially reasonable discretion to establish and adjust Reserves in determining the Borrowing Base in such amounts, and with respect to such matters, as the Administrative Agent shall deem appropriate in its commercially reasonable discretion, including without limitation Reserves with respect to collection performance, and amounts the Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify the Collateral Agent, the Servicer and the Borrower in writing (by facsimile) of any adjustment in the Reserves or Maximum Facility Amount under the Borrowing BaseLoan Agreement. Together with each Borrowing Base Certificate delivered pursuant to this clause (a) and each Monthly Servicing For purposes of paragraph 4 of the Collateral Agent Daily Report, the Borrower Collateral Agent shall deliver, or cause assume that the Servicer to deliver, Maximum Facility Amount is $1,200,000,000 unless it receives written notice to the contrary from the Administrative Agent a schedule setting forth the applicable Bank Partner Retained Percentage with respect to each ReceivableAgent.

Collateral Reporting. (i) On each Credit Monthly Reporting Date, with each Release Date andFunding Notice, during the continuance of a Default or Event of Default, and at such other times as the Administrative any Agent or Lender shall requestrequest in its Permitted Discretion, the Borrower shall deliver a Borrowing Base Certificate (calculated as of the close of business of the previous Monthly Period or as of a date no later than three (3) Business Days prior to such request), together with a reconciliation to the Administrative Agentmost recently delivered Borrowing Base Certificate and Borrowing Base Report, in form and substance reasonably satisfactory to Administrative Agent, Paying Agent and the Administrative Class B Agent. Each Borrowing Base Certificate delivered to Administrative Agent, Paying Agent and the Administrative Class B Agent shall bear a signed statement by an Authorized Officer certifying the accuracy and completeness in all material respects of all information included therein. The execution and delivery of a Borrowing Base Certificate shall in each instance constitute a representation and warranty by the Borrower Company to the Lenders Administrative Agent, Paying Agent and each Class B Revolving Lender that each Eligible Receivable included therein satisfies as an “Eligible Receivable” (other than any Receivable repurchased by Holdings in accordance with the Eligibility CriteriaAsset Purchase Agreement) is, in fact, an Eligible Receivable as of the date thereof. In the event any Funding Notice request for a Loan, or a Borrowing Base Certificate with respect to a Loan or other information required by this Section 5.1(a5.1(f) is delivered to Administrative Agent, Paying Agent and the Administrative Class B Agent by the Borrower Company electronically or otherwise without signature, such Funding Noticerequest, or such Borrowing Base Certificate or other information shall, upon such delivery, be deemed to be signed and certified on behalf of the Borrower Company by an Authorized Officer and constitute a representation to the Administrative Agent, Paying Agent and each Class B Revolving Lender as to the authenticity thereof. The Administrative Agent shall have the right to review and adjust any such calculation of the Borrowing Base to reflect exclusions from Eligible Receivables, Reserves Receivables or such other matters as are necessary to determine the Borrowing Base, but in each case, case only to the extent the Administrative Agent is expressly provided such discretion by this Agreement Agreement. (ii) On each Monthly Reporting Date, (A) the Monthly Servicing Report to Administrative Agent, Paying Agent and provides written notice the Class B Agent on the terms and conditions set forth in the Servicing Agreement, and (B) the Master Record to the Borrower Paying Agent. Notwithstanding any other provision of any such adjustment. The Administrative the Credit Documents, no Lender or Agent (other than the Paying Agent) shall have a right to receive the continuing right in its commercially reasonable discretion to establish and adjust Reserves in determining the Borrowing Base in such amounts, and with respect to such matters, as the Administrative Agent shall deem appropriate in its commercially reasonable discretion, including without limitation Reserves with respect to collection performance, and amounts the Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify the Borrower in writing of any adjustment in the Reserves or the Borrowing Base. Together with each Borrowing Base Certificate delivered pursuant to this clause (a) and each Monthly Servicing Report, the Borrower shall deliver, or cause the Servicer to deliver, to the Administrative Agent a schedule setting forth the applicable Bank Partner Retained Percentage with respect to each ReceivableMaster Record.

Collateral Reporting. (i) On each Credit Monthly Reporting Date, with each Release Date andFunding Notice, during the continuance of a Default or Event of Default, and at such other times as the Administrative any Agent or Lender shall requestrequest in its Permitted Discretion, the Borrower shall deliver a Borrowing Base Certificate (calculated as of the close of business of the previous Monthly Period or as of a date no later than three (3) Business Days prior to such request), together with a reconciliation to the Administrative Agentmost recently delivered Borrowing Base Certificate and Borrowing Base Report, in form and substance reasonably satisfactory to the Administrative AgentAgent and each Class B Revolving Lender. Each Borrowing Base Certificate delivered to the Administrative Agent, Paying Agent and each Class B Revolving Lender shall bear a signed statement by an Authorized Officer certifying the accuracy and completeness in all material respects of all information included therein. The execution and delivery of a Borrowing Base Certificate shall in each instance constitute a representation and warranty by the Borrower Company to the Lenders Administrative Agent, Paying Agent and each Class B Revolving Lender that each Eligible Receivable included therein satisfies as an “Eligible Receivable” is, in fact, an Eligible Receivable. For avoidance of doubt, and without derogation of the Eligibility Criteria. In Company’s obligations hereunder, in the event any Funding Notice request for a Revolving Loan, or a Borrowing Base Certificate with respect to a Loan or other information required by this Section 5.1(a5.1(f) is delivered to the Administrative Agent, Paying Agent and each Class B Revolving Lender by the Borrower Company electronically or otherwise without signature, such Funding Noticerequest, or such Borrowing Base Certificate or other information shall, upon such delivery, be deemed to be signed and certified on behalf of the Borrower Company by an Authorized Officer and constitute a representation to the Administrative Agent, Paying Agent and each Class B Revolving Lender as to the authenticity thereof. The Administrative Agent shall have the right to review and adjust any such calculation of the Borrowing Base to reflect exclusions from Eligible Receivables, Reserves Receivables or such other matters as are necessary to determine EAST\142645020. 574 the Borrowing Base, but in each case, case only to the extent the Administrative Agent is expressly provided such discretion by this Agreement Agreement. (ii) On each Monthly Reporting Date, the Master Record and provides written notice the Monthly Servicing Report to Administrative Agent, Paying Agent and each Class B Revolving Lender on the Borrower of any such adjustment. The Administrative Agent shall have the continuing right in its commercially reasonable discretion to establish terms and adjust Reserves in determining the Borrowing Base in such amounts, and with respect to such matters, as the Administrative Agent shall deem appropriate in its commercially reasonable discretion, including without limitation Reserves with respect to collection performance, and amounts the Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify the Borrower in writing of any adjustment conditions set forth in the Reserves or the Borrowing Base. Together with each Borrowing Base Certificate delivered pursuant to this clause (a) and each Monthly Servicing Report, the Borrower shall deliver, or cause the Servicer to deliver, to the Administrative Agent a schedule setting forth the applicable Bank Partner Retained Percentage with respect to each ReceivableAgreement.

Collateral Reporting. (i) On each Credit Borrowing Base Calculation Date, each Release Date and, during the continuance of a Default or Event of Default, at such other times as the Administrative Agent shall request, the Borrower shall deliver a Borrowing Base Certificate Report (calculated as of such Borrowing Base Calculation Date), together with a reconciliation to the Administrative Agentmost recently delivered Borrowing Base Report, in form and substance reasonably satisfactory to the Administrative Agent, and which includes the data to support the calculations for such Borrowing Base Report. Each Borrowing Base Report delivered to Administrative Agent shall attach a true and correct Borrowing Base Certificate delivered as of the date indicated and shall include a data tape in form and substance acceptable to the Administrative Agent shall in its Permitted Discretion that includes the data to support the calculations in the Borrowing Base Report and bear a signed statement by an Authorized Officer certifying the accuracy and completeness in all material respects of all information included thereinin such Borrowing Base Report and such data tape. The execution and delivery of a Borrowing Base Certificate Report shall in each instance constitute a representation and warranty by the Borrower to Administrative Agent and the Lenders that each all Pledged Assets included on the attached Borrowing Base Certificate as “Eligible Receivable included therein satisfies the Eligibility CriteriaAssets” are, in fact, Eligible Assets. In For avoidance of doubt, and without derogation of Boxxxxxx’x obligations hereunder, in the event any Funding Notice request for a Term Loan, or a Borrowing Base Certificate with respect to a Loan Report or other information required by this Section 5.1(a5.1(f) is delivered to the Administrative Agent or the Lenders by the Borrower electronically or otherwise without signature, such Funding Noticerequest, or such Borrowing Base Certificate Report or other information shall, upon such delivery, be deemed to be signed and certified on behalf of the Borrower by an Authorized Officer and constitute a representation to the Administrative Agent and the Lenders as to the authenticity thereof. The Administrative Agent shall have the right to review and adjust any such calculation of the Borrowing Base to reflect exclusions from Eligible Receivables, Reserves Assets or such other matters as are necessary to determine the Borrowing BaseBase in accordance with this Agreement. (ii) On each Monthly Reporting Date, but the Monthly Servicing Report and a data tape which includes the data to support the calculations in each case, only the Monthly Servicing Report to the extent the Administrative Agent is expressly provided such discretion by this Agreement and provides written notice to the Borrower of any such adjustment. The Administrative Agent shall have Lenders on the continuing right in its commercially reasonable discretion to establish terms and adjust Reserves in determining the Borrowing Base in such amounts, and with respect to such matters, as the Administrative Agent shall deem appropriate in its commercially reasonable discretion, including without limitation Reserves with respect to collection performance, and amounts the Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify the Borrower in writing of any adjustment conditions set forth in the Reserves or the Borrowing Base. Together with each Borrowing Base Certificate delivered pursuant to this clause (a) and each Monthly Servicing Report, the Borrower shall deliver, or cause the Servicer to deliver, to the Administrative Agent a schedule setting forth the applicable Bank Partner Retained Percentage with respect to each ReceivableAgreement.

Collateral Reporting. (i) On each Credit Monthly Reporting Date, with each Release Date andFunding Notice, during the continuance of a Default or Event of Default, and at such other times as the Administrative any Agent or Lender shall requestrequest in its Permitted Discretion, the Borrower shall deliver a Borrowing Base Certificate (calculated as of the close of business of the previous Monthly Period or as of a date no later than three (3) Business Days prior to such request), together with a reconciliation to the Administrative Agentmost recently delivered Borrowing Base Certificate and Borrowing Base Report, in form and substance reasonably satisfactory to the Administrative Agent. Each Borrowing Base Certificate delivered to Administrative Agent, the Administrative Class B Revolving Lenders and Paying Agent shall bear a signed statement by an Authorized Officer certifying the accuracy and completeness in all material respects of all information included therein. The execution and delivery of a Borrowing Base Certificate shall in each instance constitute a representation and warranty by Company to Administrative Agent, the Borrower to the Class B Revolving Lenders and Paying Agent that each Eligible Receivable included therein satisfies as an “Eligible Receivable” is, in fact, an Eligible Receivable. For avoidance of doubt, and without derogation of the Eligibility Criteria. In Company’s obligations hereunder, in the event any Funding Notice request for a Revolving Loan, or a Borrowing Base Certificate with respect to a Loan or other information required by this Section 5.1(a5.1(f) is delivered to Administrative Agent, the Administrative Class B Revolving Lenders and Paying Agent by the Borrower Company electronically or otherwise without signature, such Funding Noticerequest, or such Borrowing Base Certificate or other information shall, upon such delivery, be deemed to be signed and certified on behalf of the Borrower Company by an Authorized Officer and constitute a representation to Administrative Agent, the Administrative Class B Revolving Lenders and Paying Agent as to the authenticity thereof. The Administrative Agent shall have the right to review and adjust any such calculation of the Borrowing Base to reflect exclusions from Eligible Receivables, Reserves LEGAL_US_E # 152147085.3152147085.12 Receivables or such other matters as are necessary to determine the Borrowing Base, but in each case, case only to the extent the Administrative Agent is expressly provided such discretion by this Agreement and provides written notice to the Borrower of any such adjustmentAgreement. The Administrative Agent shall have the continuing right in its commercially reasonable discretion to establish and adjust Reserves in determining the Borrowing Base in such amountsFurther, and with respect to such matters, as the Administrative Agent shall deem appropriate in its commercially reasonable discretion, including without limitation Reserves with respect to collection performance, and amounts the Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify the Borrower in writing of any adjustment in the Reserves or the Borrowing Base. Together with each Borrowing Base Certificate delivered pursuant to this clause (a) and by no later than each Monthly Servicing Report, Reporting Date the Borrower Company shall deliver, or cause the Servicer to deliver, provide notice to the Administrative Agent (which notice may be by electronic mail) of any breach of a schedule setting Xxxxx 0 Xxxxxxxxxxx Xxxxxxxx for the Monthly Period most recently ended. (ii) On each Monthly Reporting Date, the Master Record and the Monthly Servicing Report (which shall include the performance information reasonably requested by the Administrative Agent related to Repurchased Receivables (as defined in the Asset Purchase Agreement)) to Administrative Agent, the Class B Revolving Lenders and Paying Agent on the terms and conditions set forth in the applicable Bank Partner Retained Percentage with respect to each ReceivableServicing Agreement.

Collateral Reporting. On (a) The Collateral Agent shall perform the following functions: (i) create a Collateral database within 30 days of the Closing Date; (ii) permit access to the information in the Collateral database to the Investment Manager and the Borrower; (iii) update the Collateral database promptly for ratings changes; (iv) update the Collateral database promptly for Collateral Obligations, Equity Securities and Eligible Investments acquired or sold or otherwise disposed of and for any amendments or changes to loan amounts or interest rates; (v) prepare and arrange for the delivery of each Credit DateMonthly Report and Payment Date Report; and (vi) provide the Investment Manager with such other information as may be reasonably requested by the Investment Manager and as is within the possession of the Collateral Agent. (b) Not later than the day on which each Monthly Report or Payment Date Report is required to be provided by the Borrower, the Collateral Agent shall calculate, using the information contained in the Collateral database created by the Collateral Agent and any other Collateral information normally maintained by the Collateral Agent, and subject to the Collateral Agent’s receipt from the Investment Manager of information with respect to the Collateral that is not contained in such Collateral database or normally maintained by the Collateral Agent, as Trustee, each Release item required to be stated in such Monthly Report or Payment Date and, during Report. (c) Upon notification by the continuance Investment Manager of a Default or Event proposed purchase of Defaultany security pursuant to this Agreement (accompanied by such information concerning the security to be purchased as may be necessary to make the calculations referred to below), at such other times as the Administrative Collateral Agent shall requestcalculate each criterion included in the Eligibility Criteria as a condition to such purchase in accordance with this Agreement, in all cases, based upon information contained in the Collateral database and information furnished by the Borrower and Investment Manager, and provide the results of such calculations to the Investment Manager so that the Investment Manager may determine whether such purchase is permitted by this Agreement. The Collateral Agent shall deliver a Borrowing Base Certificate draft of such calculation to the Administrative Agent, in form Investment Manager reasonably promptly after the later of (i) notification of such proposed purchase by the Investment Manager and substance satisfactory to the Administrative Agent. Each Borrowing Base Certificate delivered to the Administrative Agent shall bear a signed statement by an Authorized Officer certifying the accuracy and completeness (ii) delivery of all information included thereinto the Collateral Agent necessary to complete such calculations. For the avoidance of doubt, the Collateral Agent shall have no obligation to determine (and the Investment Manager will timely advise the Collateral Agent) whether any item of Collateral meets the definition of “Collateral Obligation”, “Credit Risk Loan/Bond”, “Equity Security” or “Defaulted Loan/Bond”. (d) Upon written notification by the Investment Manager of a proposed sale of any Collateral Obligation pursuant to Section 10.01 of this Agreement, the Collateral Agent shall calculate each criterion set forth in the Section 10.01, if any, as a condition to such disposition and provide the results of such calculations to the Investment Manager so that the Investment Manager may determine whether such sale is permitted by this Agreement. The execution Collateral Agent shall deliver a draft of such calculations to the Investment Manager reasonably promptly after the later of (i) notification of such proposed sale by the Investment Manager and (ii) delivery of a Borrowing Base Certificate shall in each instance constitute a representation and warranty all information to the Collateral Agent necessary to complete such calculations. (e) With respect to the calculations to be provided by the Borrower Collateral Agent set forth in Sections 8.13(c) and (d) above, in no event shall the Collateral Agent be required to deliver such calculations earlier than one Business Day following the Lenders that each Eligible Receivable included therein satisfies receipt by the Eligibility CriteriaCollateral Agent of all information necessary to complete such calculations. In the event any Funding Notice or Borrowing Base Certificate with respect the Investment Manager does not provide the Collateral Agent the items necessary to a Loan or other information complete the calculations required by this Section 5.1(aSections 8.13(c) is delivered and (d) above and/or the Investment Manager proceeds with a sale or purchase of the applicable Collateral prior to the Administrative time the Collateral Agent by delivers such calculations, the Borrower electronically or otherwise without signature, such Funding Notice, Borrowing Base Certificate or other information shall, Collateral Agent shall not be responsible for determining whether the provisions of this Agreement have been satisfied (including compliance with the Eligibility Criteria) and the Collateral Agent shall be entitled to rely upon such delivery, be deemed to be signed and certified on behalf the instructions of the Borrower by an Authorized Officer Investment Manager in all respects, including but not limited to instructions (which may be in the form of trade tickets) to release the applicable Collateral from the lien of this Agreement or to acquire the applicable Collateral. In the event the Investment Manager consummates a sale or purchase prior to receiving the calculations of the Collateral Agent, the Collateral Agent shall be under no duty, and constitute a representation shall incur no liability, to perform the calculations set forth in Sections 8.13(c) and (d) above. (f) Subject to the Administrative Agent as to the authenticity thereof. The Administrative Agent shall have the right to review and adjust any such calculation mutual agreement of the Borrowing Base to reflect exclusions from Eligible Receivablesparties hereto regarding reasonable compensation for the Collateral Agent, Reserves or perform such other matters calculations and prepare such other reports as the Investment Manager may reasonably request in writing and that are necessary to determine the Borrowing Base, but in each case, only to the extent the Administrative Agent is expressly provided such discretion required by this Agreement and provides written notice as the Collateral Agent may agree to in writing, which agreement shall not be unreasonably withheld. (g) Nothing herein shall prevent the Borrower Collateral Agent or any of its Affiliates from engaging in other businesses or from rendering services of any such adjustment. kind to any Person. (h) The Administrative Collateral Agent shall have the continuing right no obligation to determine Market Value or price in its commercially reasonable discretion to establish and adjust Reserves in determining the Borrowing Base in such amounts, and connection with respect to such matters, as the Administrative Agent shall deem appropriate in its commercially reasonable discretion, including without limitation Reserves with respect to collection performance, and amounts the Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify the Borrower in writing of any adjustment in the Reserves actions or the Borrowing Base. Together with each Borrowing Base Certificate delivered pursuant to duties under this clause (a) and each Monthly Servicing Report, the Borrower shall deliver, or cause the Servicer to deliver, to the Administrative Agent a schedule setting forth the applicable Bank Partner Retained Percentage with respect to each ReceivableAgreement.]

Collateral Reporting. On Provide Lender with each Credit Dateof the reports set forth on Schedule 6.2 at the times specified therein. In addition, on or prior to the delivery date of the first field examination after the Ninth Amendment Closing Date (or such later date as Lender may reasonably agree), each Release Date and, during Borrower agrees to use commercially reasonable efforts in cooperation with Lender to facilitate and implement a system of electronic collateral reporting in order to provide electronic reporting of each of the continuance items set forth on such Schedule. Borrowers and Lender hereby agree that the delivery of a Default or Event of Default, at such other times as the Administrative Agent shall request, the Borrower shall deliver a Borrowing Base Certificate through Lender's electronic platform or portal, subject to Lender's authentication process, by such other electronic method as may be approved by Lender from time to time in its sole discretion, or by such other electronic input of information necessary to calculate the Borrowing Bases as may be approved by Lender from time to time in its sole discretion, shall in each case be deemed to satisfy the obligation of Borrowers to deliver such Borrowing Base Certificate, with the same legal effect as if such Borrowing Base Certificate had been manually executed by Borrowers and delivered to Lender. 1.04 Amendment to Section 6.12(c)(i). Section 6.12(c)(i) is hereby amended and restated in its entirety as follows: (i) Except to the extent otherwise provided by Section 7.11, each Loan Party shall obtain a Control Agreement, from each bank (other than Lender) maintaining a Deposit Account for such Loan Party; provided, that and notwithstanding the foregoing, on or before 120 days after the Ninth Amendment Closing Date (or such later date as Lender may agree in its sole discretion), Administrative Agent, Borrower shall obtain a Control Agreement from Truist Bank in form and substance satisfactory to the Administrative Agent. Each Borrowing Base Certificate delivered to the Administrative Agent shall bear a signed statement by an Authorized Officer certifying the accuracy and completeness of Lender or close all information included therein. The execution and delivery of a Borrowing Base Certificate shall in each instance constitute a representation and warranty by the Borrower to the Lenders that each Eligible Receivable included therein satisfies the Eligibility Criteria. In the event any Funding Notice or Borrowing Base Certificate Deposit Accounts with respect to a Loan or other information required by this Section 5.1(a) is delivered to the Administrative Agent by the Borrower electronically or otherwise without signature, such Funding Notice, Borrowing Base Certificate or other information shall, upon such delivery, be deemed to be signed and certified on behalf of the Borrower by an Authorized Officer and constitute a representation to the Administrative Agent as to the authenticity thereof. The Administrative Agent shall have the right to review and adjust any such calculation of the Borrowing Base to reflect exclusions from Eligible Receivables, Reserves or such other matters as are necessary to determine the Borrowing Base, but in each case, only to the extent the Administrative Agent is expressly provided such discretion by this Agreement and provides written notice to the Borrower of any such adjustment. The Administrative Agent shall have the continuing right in its commercially reasonable discretion to establish and adjust Reserves in determining the Borrowing Base in such amounts, and with respect to such matters, as the Administrative Agent shall deem appropriate in its commercially reasonable discretion, including without limitation Reserves with respect to collection performance, and amounts the Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify the Borrower in writing of any adjustment in the Reserves or the Borrowing Base. Together with each Borrowing Base Certificate delivered pursuant to this clause (a) and each Monthly Servicing Report, the Borrower shall deliver, or cause the Servicer to deliver, to the Administrative Agent a schedule setting forth the applicable Bank Partner Retained Percentage with respect to each Receivable.Truist Bank;

Collateral Reporting. (i) On each Credit Monthly Reporting Date, with each Release Date andFunding Notice, during the continuance of a Default or Event of Default, and at such other times as the Administrative any Agent or Lender shall requestrequest in its Permitted Discretion, the Borrower shall deliver a Borrowing Base Certificate (calculated as of the close of business of the previous Monthly Period or as of a date no later than three (3) Business Days prior to such request), together with a reconciliation to the Administrative Agentmost recently delivered Borrowing Base Certificate and Borrowing Base Report, in form and substance reasonably satisfactory to the Administrative AgentAgent and each Class B Revolving Lender. Each Borrowing Base Certificate delivered to the Administrative Agent, Paying Agent and each Class B Revolving Lender shall bear a signed statement by an Authorized Officer certifying the accuracy and completeness in all material respects of all information included therein. The execution and delivery of a Borrowing Base Certificate (other than any Original Borrowing Base Certificate to the extent a Replacement Borrowing Base Certificate has been delivered in substitute thereof in accordance with Section 2.1(c)(ii)) shall in each instance constitute a representation and warranty by the Borrower Company to the Lenders Administrative Agent, Paying Agent and each Class B Revolving Lender that each Eligible Receivable included therein satisfies as an “Eligible Receivable” is, in fact, an Eligible Receivable. For avoidance of doubt, and without derogation of the Eligibility Criteria. In Company’s obligations hereunder, in the event any Funding Notice request for a Revolving Loan, or a Borrowing Base Certificate with respect to a Loan or other information required by this Section 5.1(a5.1(f) is delivered to the Administrative Agent, Paying Agent and each Class B Revolving Lender by the Borrower Company electronically or otherwise without signature, such Funding Noticerequest, or such Borrowing Base Certificate or other information shall, upon such delivery, be deemed to be signed and certified on behalf of the Borrower Company by an Authorized Officer and constitute a representation to the Administrative Agent, Paying Agent and each Class B Revolving Lender as to the authenticity thereof. The Administrative Agent shall have the right to review and adjust any such calculation of the Borrowing Base to reflect exclusions from Eligible Receivables, Reserves Receivables or such other matters as are necessary to determine the Borrowing Base, but in each case, case only to the extent the Administrative Agent is expressly provided such discretion by this Agreement Agreement. (ii) On each Monthly Reporting Date, the Master Record and provides written notice the Monthly Servicing Report to Administrative Agent, Paying Agent and each Class B Revolving Lender on the Borrower of any such adjustment. The Administrative Agent shall have the continuing right in its commercially reasonable discretion to establish terms and adjust Reserves in determining the Borrowing Base in such amounts, and with respect to such matters, as the Administrative Agent shall deem appropriate in its commercially reasonable discretion, including without limitation Reserves with respect to collection performance, and amounts the Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify the Borrower in writing of any adjustment conditions set forth in the Reserves or the Borrowing Base. Together with each Borrowing Base Certificate delivered pursuant to this clause (a) and each Monthly Servicing Report, the Borrower shall deliver, or cause the Servicer to deliver, to the Administrative Agent a schedule setting forth the applicable Bank Partner Retained Percentage with respect to each ReceivableAgreement.

Collateral Reporting. On each Credit Date, each Release Date and, during the continuance of a Default or Event of DefaultDefault and, in any event, on at least a monthly basis, at such other times as the Administrative Agent shall request, the Borrower shall deliver a Borrowing Base Certificate to the Administrative Agent, in form and substance satisfactory to the Administrative Agent. Each Borrowing Base Certificate delivered to Agent and the Administrative Agent shall bear a signed statement by an Authorized Officer certifying the accuracy and completeness of all information included thereinRequired Lenders. The execution and delivery of a Borrowing Base Certificate shall in each instance constitute a representation and warranty by the Borrower to the Lenders that each Eligible Receivable included therein satisfies the Eligibility Criteria. In the event any Funding Notice or Borrowing Base Certificate with respect to a Loan or other information required by this Section 5.1(a) is delivered to the Administrative Agent by the Borrower electronically or otherwise without signature, such Funding Notice, Borrowing Base Certificate or other information shall, upon such delivery, be deemed to be signed and certified on behalf of the Borrower by an Authorized Officer and constitute a representation to the Administrative Agent as to the authenticity thereof. The Administrative Agent and the Required Lenders shall have the right to review and adjust any such calculation of the Borrowing Base to reflect exclusions from Eligible Receivables, Reserves or such other matters as are necessary to determine the Borrowing Base, but in each case, only to the extent the Administrative Agent or the Required Lenders, as applicable, is expressly provided such discretion by this Agreement and provides written notice to the Borrower of any such adjustment. The Administrative Agent and the Required Lenders shall have the continuing right in its commercially reasonable discretion to establish and adjust Reserves in determining the Borrowing Base in such amounts, and with respect to such matters, as the Administrative Agent or the Required Lenders shall deem appropriate in its their commercially reasonable discretiondiscretions, including without limitation Reserves with respect to collection performance, and amounts the Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify the Borrower in writing of any adjustment in the Reserves or the Borrowing Base. Together with each Borrowing Base Certificate delivered pursuant to this clause (a) and each LEGAL 4873-0998-8490v4881-9719-6460v.143 Monthly Servicing Report, the Borrower shall deliver, or cause the Servicer to deliver, to the Administrative Agent a schedule setting forth the applicable Bank Partner Retained Percentage with respect to each Receivable.. Each certificate or report delivered to the Administrative Agent and or the Lenders pursuant to this Section 5.1(a) shall bear a signed statement by an Authorized Officer of the applicable Credit Party delivering such certificate or report certifying the accuracy and completeness of all information included therein;

Collateral Reporting. On Borrower shall provide Collateral Agent with the following documents in a form satisfactory to Collateral Agent (a) on a monthly basis or more frequently as either Agent may reasonably request (i) inventory reports by category and location (with such details as to the mix of Inventory as either Agent may request), (ii) agings of accounts payable, and (iii) reports of sales for each category of Inventory; (b) upon reasonable request of either Agent (i) the stock status reports of Borrower, (ii) reports on sales and use tax payment and including monthly sales and use tax accruals, (iii) reports of amounts of consigned Inventory held by Borrower by category and consignor, (iv) reports of sales of Inventory indicating net sales, (v) reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) and identifying items of Inventory in transit to Borrower related to the applicable documentary letter of credit and/or bxxx of lading number, (vi) reports of the Cost of the Inventory (net of markdowns), (vii) reports on the status of all payments to owners and lessors of the leased retail store locations of Borrower and other leased premises of Borrower, (viii) copies of customer statements and credit memos, remittance advices and reports, and copies of deposit slips and bank statements, (ix) copies of shipping and delivery documents, (x) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by Borrower, (xi) reports by retail store location of sales and operating profits for each such retail store location and (xii) the monthly statements received by Borrower from any Credit DateCard Issuers or Credit Card Processors, each Release Date and, during together with such additional information with respect thereto as shall be sufficient to enable Collateral Agent to monitor the continuance of a Default or Event of Default, at transactions pursuant to the Credit Card Agreements; and (c) such other times reports as to the Collateral as Collateral Agent shall reasonably request from time to time. If any of Borrower’s records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, Borrower hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to Collateral Agent and to follow the instructions of Administrative Agent shall requestor, the Borrower shall deliver a Borrowing Base Certificate subject to the prior written approval of Administrative Agent, in form and substance satisfactory to the Administrative Agent. Each Borrowing Base Certificate delivered to the Administrative Collateral Agent shall bear a signed statement by an Authorized Officer certifying the accuracy and completeness of all information included therein. The execution and delivery of a Borrowing Base Certificate shall in each instance constitute a representation and warranty by the Borrower to the Lenders that each Eligible Receivable included therein satisfies the Eligibility Criteria. In the event any Funding Notice or Borrowing Base Certificate with respect to a Loan further services at any time that an Event of Default exists or other information required by this Section 5.1(a) has occurred and is delivered to the Administrative Agent by the Borrower electronically or otherwise without signature, such Funding Notice, Borrowing Base Certificate or other information shall, upon such delivery, be deemed to be signed and certified on behalf of the Borrower by an Authorized Officer and constitute a representation to the Administrative Agent as to the authenticity thereof. The Administrative Agent shall have the right to review and adjust any such calculation of the Borrowing Base to reflect exclusions from Eligible Receivables, Reserves or such other matters as are necessary to determine the Borrowing Base, but in each case, only to the extent the Administrative Agent is expressly provided such discretion by this Agreement and provides written notice to the Borrower of any such adjustment. The Administrative Agent shall have the continuing right in its commercially reasonable discretion to establish and adjust Reserves in determining the Borrowing Base in such amounts, and with respect to such matters, as the Administrative Agent shall deem appropriate in its commercially reasonable discretion, including without limitation Reserves with respect to collection performance, and amounts the Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify the Borrower in writing of any adjustment in the Reserves or the Borrowing Base. Together with each Borrowing Base Certificate delivered pursuant to this clause (a) and each Monthly Servicing Report, the Borrower shall deliver, or cause the Servicer to deliver, to the Administrative Agent a schedule setting forth the applicable Bank Partner Retained Percentage with respect to each Receivablecontinuing.

Collateral Reporting. On (a) The Collateral Agent shall perform the following functions: (i) create a Collateral database within 30 days of the Original Closing Date; (ii) permit access to the information in the Collateral database to the Investment Manager and the Borrower; (iii) update the Collateral database promptly for ratings changes; (iv) update the Collateral database promptly for Collateral Obligations, Equity Securities and Eligible Investments acquired or sold or otherwise disposed of and for any amendments or changes to loan amounts or interest rates; (v) prepare and arrange for the delivery of each Credit DateMonthly Report and Payment Date Report; and (vi) provide the Investment Manager with such other information as may be reasonably requested by the Investment Manager and as is within the possession of the Collateral Agent. (b) Not later than the day on which each Monthly Report or Payment Date Report is required to be provided by the Borrower, the Collateral Agent shall calculate, using the information contained in the Collateral database created by the Collateral Agent and any other Collateral information normally maintained by the Collateral Agent, and subject to the Collateral Agent’s receipt from the Investment Manager of information with respect to the Collateral that is not contained in such Collateral database or normally maintained by the Collateral Agent, as Trustee, each Release item required to be stated in such Monthly Report or Payment Date and, during Report. (c) Upon notification by the continuance Investment Manager of a Default or Event proposed purchase of Defaultany security pursuant to this Agreement (accompanied by such information concerning the security to be purchased as may be necessary to make the calculations referred to below), at such other times as the Administrative Collateral Agent shall requestcalculate each criterion included in the Eligibility Criteria as a condition to such purchase in accordance with this Agreement, in all cases, based upon information contained in the Collateral database and information furnished by the Borrower and Investment Manager, and provide the results of such calculations to the Investment Manager so that the Investment Manager may determine whether such purchase is permitted by this Agreement. The Collateral Agent shall deliver a Borrowing Base Certificate draft of such calculation to the Administrative Agent, in form Investment Manager reasonably promptly after the later of (i) notification of such proposed purchase by the Investment Manager and substance satisfactory to the Administrative Agent. Each Borrowing Base Certificate delivered to the Administrative Agent shall bear a signed statement by an Authorized Officer certifying the accuracy and completeness (ii) delivery of all information included thereinto the Collateral Agent necessary to complete such calculations. For the avoidance of doubt, the Collateral Agent shall have no obligation to determine (and the Investment Manager will timely advise the Collateral Agent) whether any item of Collateral meets the definition of “Collateral Obligation”, “Credit Risk Loan/Bond”, “Equity Security” or “Defaulted Loan/Bond”. (d) Upon written notification by the Investment Manager of a proposed sale of any Collateral Obligation pursuant to Section 10.01 of this Agreement, the Collateral Agent shall calculate each criterion set forth in the Section 10.01, if any, as a condition to such disposition and provide the results of such calculations to the Investment Manager so that the Investment Manager may determine whether such sale is permitted by this Agreement. The execution Collateral Agent shall deliver a draft of such calculations to the Investment Manager reasonably promptly after the later of (i) notification of such proposed sale by the Investment Manager and (ii) delivery of a Borrowing Base Certificate shall in each instance constitute a representation and warranty all information to the Collateral Agent necessary to complete such calculations. (e) With respect to the calculations to be provided by the Borrower Collateral Agent set forth in Sections 8.13(c) and (d) above, in no event shall the Collateral Agent be required to deliver such calculations earlier than one Business Day following the Lenders that each Eligible Receivable included therein satisfies receipt by the Eligibility CriteriaCollateral Agent of all information necessary to complete such calculations. In the event any Funding Notice or Borrowing Base Certificate with respect the Investment Manager does not provide the Collateral Agent the items necessary to a Loan or other information complete the calculations required by this Section 5.1(aSections 8.13(c) is delivered and (d) above and/or the Investment Manager proceeds with a sale or purchase of the applicable Collateral prior to the Administrative time the Collateral Agent by delivers such calculations, the Borrower electronically or otherwise without signature, such Funding Notice, Borrowing Base Certificate or other information shall, Collateral Agent shall not be responsible for determining whether the provisions of this Agreement have been satisfied (including compliance with the Eligibility Criteria) and the Collateral Agent shall be entitled to rely upon such delivery, be deemed to be signed and certified on behalf the instructions of the Borrower by an Authorized Officer Investment Manager in all respects, including but not limited to instructions (which may be in the form of trade tickets) to release the applicable Collateral from the lien of this Agreement or to acquire the applicable Collateral. In the event the Investment Manager consummates a sale or purchase prior to receiving the calculations of the Collateral Agent, the Collateral Agent shall be under no duty, and constitute a representation shall incur no liability, to perform the calculations set forth in Sections 8.13(c) and (d) above. (f) Subject to the Administrative Agent as to the authenticity thereof. The Administrative Agent shall have the right to review and adjust any such calculation mutual agreement of the Borrowing Base to reflect exclusions from Eligible Receivablesparties hereto regarding reasonable compensation for the Collateral Agent, Reserves or perform such other matters calculations and prepare such other reports as the Investment Manager may reasonably request in writing and that are necessary to determine the Borrowing Base, but in each case, only to the extent the Administrative Agent is expressly provided such discretion required by this Agreement and provides written notice as the Collateral Agent may agree to in writing, which agreement shall not be unreasonably withheld. (g) Nothing herein shall prevent the Borrower Collateral Agent or any of its Affiliates from engaging in other businesses or from rendering services of any such adjustment. kind to any Person. (h) The Administrative Collateral Agent shall have the continuing right no obligation to determine Market Value or price in its commercially reasonable discretion to establish and adjust Reserves in determining the Borrowing Base in such amounts, and connection with respect to such matters, as the Administrative Agent shall deem appropriate in its commercially reasonable discretion, including without limitation Reserves with respect to collection performance, and amounts the Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify the Borrower in writing of any adjustment in the Reserves actions or the Borrowing Base. Together with each Borrowing Base Certificate delivered pursuant to duties under this clause (a) and each Monthly Servicing Report, the Borrower shall deliver, or cause the Servicer to deliver, to the Administrative Agent a schedule setting forth the applicable Bank Partner Retained Percentage with respect to each ReceivableAgreement.

Collateral Reporting. (i) On each Credit Monthly Reporting Date, with each Release Date andFunding Notice, during the continuance of a Default or Event of Default, and at such other times as the Administrative any Agent or Lender shall requestrequest in its Permitted Discretion, the Borrower shall deliver a Borrowing Base Certificate (calculated as of the close of business of the previous Monthly Period or as of a date no later than three (3) Business Days prior to such request), together with a reconciliation to the Administrative Agentmost recently delivered Borrowing Base Certificate and Borrowing Base Report, in form and substance reasonably satisfactory to the Administrative Agent and Paying Agent. Each Borrowing Base Certificate delivered to the Administrative Agent and Paying Agent shall bear a signed statement by an Authorized Officer certifying the accuracy and completeness in all material respects of all information included therein. The execution and delivery of a Borrowing Base Certificate (other than any Original Borrowing Base Certificate to the extent a Replacement Borrowing Base Certificate has been delivered in substitute thereof in accordance with Section 2.1(c)(ii)) shall in each instance constitute a representation and warranty by the Borrower Company to the Lenders Administrative Agent and Paying Agent that each Eligible Receivable included therein satisfies the Eligibility Criteriaas an "Eligible Receivable" is, in fact, an Eligible Receivable. In the event any Funding Notice request for a Revolving Loan, or a Borrowing Base Certificate with respect to a Loan or other information required by this Section 5.1(a5.1(f) is delivered to the Administrative Agent and Paying Agent by the Borrower Company electronically or otherwise without signature, such Funding Noticerequest, or such Borrowing Base Certificate or other information shall, upon such delivery, be deemed to be signed and certified on behalf of the Borrower Company by an Authorized Officer and constitute a representation to the Administrative Agent and Paying Agent as to the authenticity thereof. The Administrative Agent shall have the right to review and adjust any such calculation of the Borrowing Base to reflect exclusions from Eligible Receivables, Reserves Receivables or such other matters as are necessary to determine the Borrowing Base, but in each case, case only to the extent the Administrative Agent is expressly provided such discretion by this Agreement Agreement. (ii) On each Monthly Reporting Date, the Master Record and provides written notice the Monthly Servicing Report to the Borrower of any such adjustment. The Administrative Agent shall have and Paying Agent on the continuing right in its commercially reasonable discretion to establish terms and adjust Reserves in determining the Borrowing Base in such amounts, and with respect to such matters, as the Administrative Agent shall deem appropriate in its commercially reasonable discretion, including without limitation Reserves with respect to collection performance, and amounts the Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify the Borrower in writing of any adjustment conditions set forth in the Reserves or the Borrowing Base. Together with each Borrowing Base Certificate delivered pursuant to this clause (a) and each Monthly Servicing Report, the Borrower shall deliver, or cause the Servicer to deliver, to the Administrative Agent a schedule setting forth the applicable Bank Partner Retained Percentage with respect to each ReceivableAgreement.