Common use of Eligible Currency Clause in Contracts

Eligible Currency. In the case of a Credit Extension to be denominated in an Alternative Currency, such currency remains an Eligible Currency. Each submission by any Borrower to the Administrative Agent of a Notice of Borrowing or a Swing Loan Request and the acceptance by any Borrower of the proceeds of each Loan requested therein, and each submission by any Borrower to an Issuer of a Letter of Credit Application, and the Issuance of each Letter of Credit requested therein, shall be deemed to constitute a representation and warranty by the Borrowers that the conditions specified in clause (b) above have been satisfied on and as of the date of the making of such Loan or the Issuance of such Letter of Credit. The conditions set forth in this Section 4.2 are for the sole benefit of the Lenders and the Issuers but until the Requisite Revolving Lenders (in the case of any Credit Extension under the Revolving Credit Facility) or the Requisite FILO Lenders (in the case of any Credit Extension under the FILO Facility) otherwise direct the Administrative Agent to cease making Loans, the Revolving Credit Lenders will fund their Revolving Commitment Percentage of all Revolving Loans and Letter of Credit Borrowings and participate in all Swing Loans and Letters of Credit whenever made or issued and the FILO Lenders will fund their FILO Commitment Percentage of FILO Loans, in each case, which are requested by the Borrowers and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Section 4.2, are agreed to by the Administrative Agent, provided, however, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Lender or any Issuer of the provisions of this Section 4.2 on any future occasion or a waiver of any rights or the Lenders or the Issuers against the Loan Parties as a result of any such failure to comply.

Eligible Currency. In (i) For purposes of Section 9.01(a), any amounts on deposit in each Collection Account denominated in any Eligible Currency shall be applied on any Payment Date (i) first, to make payments in such Eligible Currency and (ii) second, to make payments in any other Eligible Currency (pro rata based on available amounts from each other Eligible Currency), as converted by the case Collateral Manager using the Applicable Conversion Rate; provided, that such payments shall be subject to availability of a Credit Extension such funds pursuant to be Section 9.01(a). The parties hereto acknowledge and agree that the Bank Parties or an affiliate thereof may act as principal, charge fees and earn revenue, and may not provide the best price available with respect to an Eligible Currency. (ii) The Collateral Manager shall instruct the Collateral Agent, no later than three (3) Business Days prior to each Payment Date, to convert amounts on deposit in the applicable Collection Account into Dollars to the extent necessary to make payments pursuant to Section 9.01(a), as applicable (as determined by the Collateral Manager using the Applicable Conversion Rate). (iii) Any Principal Proceeds on deposit in the applicable Collection Account denominated in an Alternative Currency, Eligible Currency may be converted by the Collateral Agent at the direction of the Collateral Manager into another Eligible Currency on any Business Day (other than a Payment Date) upon not less than three (3) Business Days’ notice using the Applicable Conversion Rate so long as such currency remains an conversion (in the determination of the Collateral Manager) does not cause Advances outstanding in any Eligible CurrencyCurrency to exceed the applicable Borrowing Base for such Eligible Currency immediately after giving effect thereto. Each submission by any Borrower The Collateral Manager shall provide prior written notice to the Administrative Agent of a Notice of Borrowing or a Swing Loan Request and the acceptance by any Borrower of the proceeds of each Loan requested therein, and each submission by any Borrower to an Issuer of a Letter of Credit Application, and the Issuance of each Letter of Credit requested therein, shall be deemed to constitute a representation and warranty by the Borrowers that the conditions specified in clause (b) above have been satisfied on and as of the date of the making of such Loan or the Issuance of such Letter of Credit. The conditions set forth in this Section 4.2 are for the sole benefit of the Lenders and the Issuers but until the Requisite Revolving Lenders (in the case of any Credit Extension under the Revolving Credit Facility) or the Requisite FILO Lenders (in the case of any Credit Extension under the FILO Facility) otherwise direct the Administrative Collateral Agent to cease making Loans, the Revolving Credit Lenders will fund their Revolving Commitment Percentage of all Revolving Loans and Letter of Credit Borrowings and participate in all Swing Loans and Letters of Credit whenever made or issued and the FILO Lenders will fund their FILO Commitment Percentage of FILO Loans, in each case, which are requested by the Borrowers and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Section 4.2, are agreed to by the Administrative Agent, provided, however, the making of any such Loans conversion. (iv) If the Collateral Agent receives an instruction to effect any foreign exchange transactions, or cannot comply with instructions without effecting foreign exchange transactions, the Collateral Agent is authorized to enter into spot foreign exchange transactions (each, an “FX Transaction”) with the Borrower or the issuance Collateral Manager in connection with the Covered Accounts and may provide such foreign exchange services to the Borrower or the Collateral Manager itself or through any of its Affiliates. The Collateral Agent may convert currency itself or through any of its Affiliates and, in those cases, the Collateral Agent or, as the case may be, such Affiliate through which currency is converted acts as principal for its own account and not as agent, advisor, broker or fiduciary on behalf of any Letters other person and may earn revenue, including, without limitation, transaction spreads and sales margin, that it will retain for its own account. Any such earned revenue may be based on, among other things, the difference between the exchange rate assigned to the FX Transaction made under this Agreement and the rate that the Collateral Agent or any of Credit shall its Affiliates receives when buying or selling foreign currency for its own account. The Collateral Agent or such Affiliate makes no representation that the exchange rate used or obtained for any FX Transaction under this Agreement will be the most favorable rate that could be obtained at the time or as to the method by which that rate will be determined. The Collateral Agent or its Affiliate, as applicable, may establish rules or limitations concerning any foreign exchange facility made available to the Borrower. Any such FX Transactions will be subject to terms and conditions (the “FX Terms”) separately disclosed. In addition, the Collateral Agent may transmit any FX Transaction to a sub-custodian or depository or as otherwise agreed between the Borrower and the Collateral Agent. In such cases, the relevant FX Transaction may not be deemed a modification or waiver by any Lender or any Issuer of processed and priced as described in the provisions of this Section 4.2 on any future occasion or a waiver of any rights or the Lenders or the Issuers against the Loan Parties as a result of any such failure to complyapplicable FX Terms.

Eligible Currency. In (i) For purposes of Section 9.01(a), any amounts on deposit in the case Collection Account denominated in any Eligible Currency shall be applied on any Payment Date (i) first, to make payments in such Eligible Currency and (ii) second, to make payments in any other Eligible Currency (pro rata based on available amounts from each other Eligible Currency), as converted by the Collateral Manager using the Applicable Conversion Rate; provided, that such payments shall be subject to availability of a Credit Extension such funds pursuant to be Section 9.01(a). The parties hereto acknowledge and agree that the Bank Parties or an affiliate thereof may act as principal, charge fees and earn revenue, and may not provide the best price available with respect to an Eligible Currency. (ii) The Collateral Manager shall instruct the Collateral Agent, no later than the Determination Date immediately preceding each Payment Date, to convert amounts on deposit in the Collection Account into Dollars to the extent necessary to make payments pursuant to Section 9.01(a), as applicable (as determined by the Collateral Manager using the Applicable Conversion Rate). (iii) Any Principal Proceeds on deposit in the Collection Account denominated in an Alternative Currency, Eligible Currency may be converted by the Collateral Manager into another Eligible Currency on any Business Day (other than a Payment Date) using the Applicable Conversion Rate so long as such currency remains an conversion does not cause Advances outstanding in any Eligible CurrencyCurrency to exceed the applicable Borrowing Base for such Eligible Currency immediately after giving effect thereto. Each submission by any Borrower The Collateral Manager shall provide no less than one (1) Business Day’s prior written notice to the Administrative Agent of a Notice of Borrowing or a Swing Loan Request and the acceptance by any Borrower of the proceeds of each Loan requested therein, and each submission by any Borrower to an Issuer of a Letter of Credit Application, and the Issuance of each Letter of Credit requested therein, shall be deemed to constitute a representation and warranty by the Borrowers that the conditions specified in clause (b) above have been satisfied on and as of the date of the making of such Loan or the Issuance of such Letter of Credit. The conditions set forth in this Section 4.2 are for the sole benefit of the Lenders and the Issuers but until the Requisite Revolving Lenders (in the case of any Credit Extension under the Revolving Credit Facility) or the Requisite FILO Lenders (in the case of any Credit Extension under the FILO Facility) otherwise direct the Administrative Collateral Agent to cease making Loans, the Revolving Credit Lenders will fund their Revolving Commitment Percentage of all Revolving Loans and Letter of Credit Borrowings and participate in all Swing Loans and Letters of Credit whenever made or issued and the FILO Lenders will fund their FILO Commitment Percentage of FILO Loans, in each case, which are requested by the Borrowers and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Section 4.2, are agreed to by the Administrative Agent, provided, however, the making of any such Loans conversion. (iv) If the Collateral Agent receives an instruction to effect any foreign exchange transactions, or cannot comply with instructions without effecting foreign exchange transactions, the Collateral Agent is authorized to enter into spot foreign exchange transactions (each, an “FX Transaction”) with the Borrower or the issuance Collateral Manager in connection with the Accounts and may provide such foreign exchange services to the Borrower or the Collateral Manager itself or through any of its Affiliates. The Collateral Agent may convert currency itself or through any of its Affiliates and, in those cases, the Collateral Agent or, as the case may be, such Affiliate through which currency is converted acts as principal for its own account and not as agent, advisor, broker or fiduciary on behalf of any Letters other person and may earn revenue, including, without limitation, transaction spreads and sales margin, that it will retain for its own account. Any such earned revenue may be based on, among other things, the difference between the exchange rate assigned to the FX Transaction made under this Agreement and the rate that the Collateral Agent or any of Credit shall its Affiliates receives when buying or selling foreign currency for its own account. The Collateral Agent or such Affiliate makes no representation that the exchange rate used or obtained for any FX Transaction under this Agreement will be the most favorable rate that could be obtained at the time or as to the method by which that rate will be determined. The Collateral Agent or its Affiliate, as applicable, may establish rules or limitations concerning any foreign exchange facility made available to the Borrower. Any such FX Transactions will be subject to terms and conditions (the “FX Terms”) separately disclosed. In addition, the Collateral Agent may transmit any FX Transaction to a sub-custodian or depository or as otherwise agreed between the Borrower and the Collateral Agent. In such cases, the relevant FX Transaction may not be deemed a modification or waiver by any Lender or any Issuer of processed and priced as described in the provisions of this Section 4.2 on any future occasion or a waiver of any rights or the Lenders or the Issuers against the Loan Parties as a result of any such failure to complyapplicable FX Terms.

Eligible Currency. In USActive 59109857.15 (i) For purposes of Section 9.01(a), any amounts on deposit in the case Collection Account denominated in any Eligible Currency shall be applied on any Payment Date (i) first, to make payments in such Eligible Currency and (ii) second, to make payments in any other Eligible Currency (pro rata based on available amounts from each other Eligible Currency), as converted by the Collateral Manager using the Applicable Conversion Rate; provided, that such payments shall be subject to availability of a Credit Extension such funds pursuant to be Section 9.01(a). The parties hereto acknowledge and agree that the Bank Parties or an affiliate thereof may act as principal, charge fees and earn revenue, and may not provide the best price available with respect to an Eligible Currency. (ii) The Collateral Manager shall instruct the Collateral Agent, no later than the Determination Date immediately preceding each Payment Date, to convert amounts on deposit in the Collection Account into Dollars or any other Eligible Currency to the extent necessary to make payments pursuant to Section 9.01(a), as applicable (as determined by the Collateral Manager using the Applicable Conversion Rate). (iii) Any Principal Proceeds on deposit in the Collection Account denominated in an Alternative Currency, Eligible Currency may be converted by the Collateral Manager (or the Collateral Agent at the direction of the Collateral Manager) into another Eligible Currency on any Business Day (other than a Payment Date) upon at least three (3) Business Days prior written notice using the Applicable Conversion Rate so long as such currency remains an conversion does not (in the determination of the Collateral Manager) cause Advances outstanding in any Eligible CurrencyCurrency to exceed the applicable Borrowing Base for such Eligible Currency immediately after giving effect thereto. Each submission by any Borrower The Collateral Manager shall provide no less than one (1) Business Day’s prior written notice to the Administrative Agent of a Notice of Borrowing or a Swing Loan Request and the acceptance by any Borrower of the proceeds of each Loan requested therein, and each submission by any Borrower to an Issuer of a Letter of Credit Application, and the Issuance of each Letter of Credit requested therein, shall be deemed to constitute a representation and warranty by the Borrowers that the conditions specified in clause (b) above have been satisfied on and as of the date of the making of such Loan or the Issuance of such Letter of Credit. The conditions set forth in this Section 4.2 are for the sole benefit of the Lenders and the Issuers but until the Requisite Revolving Lenders (in the case of any Credit Extension under the Revolving Credit Facility) or the Requisite FILO Lenders (in the case of any Credit Extension under the FILO Facility) otherwise direct the Administrative Collateral Agent to cease making Loans, the Revolving Credit Lenders will fund their Revolving Commitment Percentage of all Revolving Loans and Letter of Credit Borrowings and participate in all Swing Loans and Letters of Credit whenever made or issued and the FILO Lenders will fund their FILO Commitment Percentage of FILO Loans, in each case, which are requested by the Borrowers and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Section 4.2, are agreed to by the Administrative Agent, provided, however, the making of any such Loans conversion. (iv) If the Collateral Agent receives an instruction to effect any foreign exchange transactions, or cannot comply with instructions without effecting foreign exchange transactions, the Collateral Agent is authorized to enter into spot foreign exchange transactions (each, an “FX Transaction”) with the Borrower or the issuance Collateral Manager in connection with the Covered Accounts and may provide such foreign exchange services to the Borrower or the Collateral Manager itself or through any of its Affiliates. The Collateral Agent may convert currency itself or through any of its Affiliates and, in those cases, the Collateral Agent or, as the case may be, such Affiliate through which currency is converted acts as principal for its own account and not as agent, advisor, broker or fiduciary on behalf of any Letters other person and may earn revenue, including, without limitation, transaction spreads and sales margin, that it will retain for its own account. Any such earned revenue may be based on, among other things, the difference between the exchange rate assigned to the FX Transaction made under this Agreement and the rate that the Collateral Agent or any of Credit shall its Affiliates receives when buying or selling foreign currency for its own account. The Collateral Agent or such Affiliate makes no representation that the exchange rate used or obtained for any FX Transaction under this Agreement will be the most favorable rate that could be obtained at the time or as to the method by which that rate will be determined. The Collateral USActive 59109857.15 Agent or its Affiliate, as applicable, may establish rules or limitations concerning any foreign exchange facility made available to the Borrower or the Collateral Manager. Any such FX Transactions will be subject to terms and conditions (the “FX Terms”) separately disclosed. In addition, the Collateral Agent may transmit any FX Transaction to a sub-custodian or depository or as otherwise agreed between the Borrower and the Collateral Agent. In such cases, the relevant FX Transaction may not be deemed a modification or waiver by any Lender or any Issuer of processed and priced as described in the provisions of this Section 4.2 on any future occasion or a waiver of any rights or the Lenders or the Issuers against the Loan Parties as a result of any such failure to complyapplicable FX Terms.

Eligible Currency. In (a) Subject to the case Pari Passu Provisions, any and all payments made by the Borrower under the Transaction Documents shall be made in the applicable Eligible Currency; provided that: (i) repayment of a Credit Extension to be denominated Advances in an Alternative Currency, such currency remains an Eligible Currency other than Dollars shall be made in the corresponding Eligible Currency. Each submission by any Borrower to party hereto agrees that the Available Collections and all such other amounts described in Section 2.04(a) shall be applied in accordance with the priority of payments set forth in Section 2.04(a). The Lenders and the Administrative Agent of a Notice of Borrowing or a Swing Loan Request hereby instruct the Collateral Agent to apply the Available Collections and the acceptance by any Borrower of the proceeds of each Loan requested therein, and each submission by any Borrower to an Issuer of a Letter of Credit Application, and the Issuance of each Letter of Credit requested therein, all such other amounts described in Section 2.04(a) in accordance with Section 2.04(a); provided that such payments shall be deemed subject to constitute a representation and warranty by the Borrowers that the conditions specified in clause availability of such funds pursuant to Section 2.04(a). (b) above have been satisfied The Servicer shall instruct the Account Bank, not later than the second (2nd) Business Day prior to each Payment Date, to convert amounts on and deposit in the Collection Account into each Eligible Currency to the extent necessary to make payments pursuant to Section 2.04(a), as applicable (as determined by the Servicer using the Spot Rate). (c) Any Available Collections on deposit in the Principal Collection Subaccount denominated in an Eligible Currency may be converted by the Account Bank at the |US-DOCS\148390876.14|| direction of the date Servicer into another Eligible Currency on any Business Day (other than a Payment Date) using the Spot Rate so long as (i) no Borrowing Base Deficiency exists either prior to and after giving effect to such conversion, and (ii) the converted amounts are used solely for purposes of the making of acquiring a Loan Asset denominated in such Loan or the Issuance of such Letter of Creditother Eligible Currency pursuant to Section 2.18. The conditions set forth in this Section 4.2 are for Servicer shall provide no less than two (2) Business Days' prior written notice to the sole benefit of the Lenders and the Issuers but until the Requisite Revolving Lenders (in the case Account Bank of any Credit Extension under the Revolving Credit Facilitysuch conversion. (d) or the Requisite FILO Lenders (in the case of If any Credit Extension under the FILO Facility) otherwise direct foreign exchange transaction is required, the Administrative Agent shall instruct the Account Bank in writing to cease making Loans, conduct the Revolving Credit Lenders will fund their Revolving Commitment Percentage of all Revolving Loans foreign exchange transaction at the prevailing Spot Rate two (2) Business Days prior to the conversion date. (e) The parties hereto acknowledge and Letter of Credit Borrowings agree that: (i) the Account Bank may rely conclusively on the bases for the prevailing market rate and participate in all Swing Loans and Letters of Credit whenever made or issued and the FILO Lenders will fund their FILO Commitment Percentage of FILO Loans, in each case, which are requested by the Borrowers and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Section 4.2, are agreed to by the Administrative Agent, provided, however, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification held liable for any associated losses (including without limitation any losses incurred on account of the difference between an indicative market rate quoted by the Account Bank and the actual market rate prevailing in respect of an executed trade); and (ii) the Account Bank may receive any fees and spread on foreign exchange transactions customarily charged by the Account Bank in connection with any foreign exchange transaction(s) settled pursuant to this Agreement solely to the extent of Administrative Expenses payable to it pursuant to Section 2.04. (f) The Account Bank may convert currency itself or waiver by through any Lender of its Affiliates and, in those cases, the Account Bank or, as the case may be, its Affiliate through which currency is converted, acts as principal for its own account and not as agent, advisor, broker or fiduciary on behalf of any other person and earns revenue, including, without limitation, transaction spreads, sales margin, that it will retain for its own account. The revenue is based on, among other things, the difference between the exchange rate assigned to the currency conversion made under this Agreement and the rate that the Account Bank or any Issuer of its Affiliate receives when buying or selling foreign currency for its own account. The Account Bank makes no representation that the provisions of exchange rate used or obtained in any currency conversion under this Section 4.2 on any future occasion Agreement will be the most favorable rate that could be obtained at the time or as to the method by which that rate will be determined. (g) The foreign exchange transaction may be transmitted by the Account Bank to a waiver of any rights sub-custodian or the Lenders or the Issuers against the Loan Parties as a result of any such failure to complydepositary.

Eligible Currency. In (i) For purposes of Section 9.01(a), any amounts on deposit in the case Collection Account denominated in any Eligible Currency shall be applied on any Payment Date (i) first, to make payments in such Eligible Currency and (ii) second, to make payments in any other Eligible Currency (pro rata based on available amounts from each other Eligible Currency), as converted by the Collateral Manager using the Applicable USActive 59109857.1659109857.18 Conversion Rate; provided, that such payments shall be subject to availability of a Credit Extension such funds pursuant to be Section 9.01(a). The parties hereto acknowledge and agree that the Bank Parties or an affiliate thereof may act as principal, charge fees and earn revenue, and may not provide the best price available with respect to an Eligible Currency. (ii) The Collateral Manager shall instruct the Collateral Agent, no later than the Determination Date immediately preceding each Payment Date, to convert amounts on deposit in the Collection Account into Dollars or any other Eligible Currency to the extent necessary to make payments pursuant to Section 9.01(a), as applicable (as determined by the Collateral Manager using the Applicable Conversion Rate). (iii) Any Principal Proceeds on deposit in the Collection Account denominated in an Alternative Currency, Eligible Currency may be converted by the Collateral Manager (or the Collateral Agent at the direction of the Collateral Manager) into another Eligible Currency on any Business Day (other than a Payment Date) upon at least three (3) Business Days prior written notice using the Applicable Conversion Rate so long as such currency remains an conversion does not (in the determination of the Collateral Manager) cause Advances outstanding in any Eligible CurrencyCurrencyOutstanding to exceed the applicable Borrowing Base for such Eligible Currency immediately immediately after giving effect thereto. Each submission by any Borrower The Collateral Manager shall provide no less than one (1) Business Day’s prior written notice to the Administrative Agent of a Notice of Borrowing or a Swing Loan Request and the acceptance by any Borrower of the proceeds of each Loan requested therein, and each submission by any Borrower to an Issuer of a Letter of Credit Application, and the Issuance of each Letter of Credit requested therein, shall be deemed to constitute a representation and warranty by the Borrowers that the conditions specified in clause (b) above have been satisfied on and as of the date of the making of such Loan or the Issuance of such Letter of Credit. The conditions set forth in this Section 4.2 are for the sole benefit of the Lenders and the Issuers but until the Requisite Revolving Lenders (in the case of any Credit Extension under the Revolving Credit Facility) or the Requisite FILO Lenders (in the case of any Credit Extension under the FILO Facility) otherwise direct the Administrative Collateral Agent to cease making Loans, the Revolving Credit Lenders will fund their Revolving Commitment Percentage of all Revolving Loans and Letter of Credit Borrowings and participate in all Swing Loans and Letters of Credit whenever made or issued and the FILO Lenders will fund their FILO Commitment Percentage of FILO Loans, in each case, which are requested by the Borrowers and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Section 4.2, are agreed to by the Administrative Agent, provided, however, the making of any such Loans conversion. (iv) If the Collateral Agent receives an instruction to effect any foreign exchange transactions, or cannot comply with instructions without effecting foreign exchange transactions, the Collateral Agent is authorized to enter into spot foreign exchange transactions (each, an “FX Transaction”) with the Borrower or the issuance Collateral Manager in connection with the Covered Accounts and may provide such foreign exchange services to the Borrower or the Collateral Manager itself or through any of its Affiliates. The Collateral Agent may convert currency itself or through any of its Affiliates and, in those cases, the Collateral Agent or, as the case may be, such Affiliate through which currency is converted acts as principal for its own account and not as agent, advisor, broker or fiduciary on behalf of any Letters other person and may earn revenue, including, without limitation, transaction spreads and sales margin, that it will retain for its own account. Any such earned revenue may be based on, among other things, the difference between the exchange rate assigned to the FX Transaction made under this Agreement and the rate that the Collateral Agent or any of Credit shall its Affiliates receives when buying or selling foreign currency for its own account. The Collateral Agent or such Affiliate makes no representation that the exchange rate used or obtained for any FX Transaction under this Agreement will be the most favorable rate that could be obtained at the time or as to the method by which that rate will be determined. The Collateral Agent or its Affiliate, as applicable, may establish rules or limitations concerning any foreign exchange facility made available to the Borrower or the Collateral Manager. Any such FX Transactions will be subject to terms and conditions (the “FX Terms”) separately disclosed. In addition, the Collateral Agent may transmit any FX Transaction to a sub-custodian or depository or as otherwise agreed between the Borrower and the Collateral Agent. In such cases, the relevant FX Transaction may not be deemed a modification or waiver by any Lender or any Issuer of processed and priced as described in the provisions of this Section 4.2 on any future occasion or a waiver of any rights or the Lenders or the Issuers against the Loan Parties as a result of any such failure to complyapplicable FX Terms.

Eligible Currency. In (a) Subject to the case Pari Passu Provisions, any and all payments made by the Borrower under the Transaction Documents shall be made in the applicable Eligible Currency; provided that: (i) repayment of a Credit Extension to be denominated Advances in an Alternative Currency, such currency remains an Eligible Currency other than Dollars shall be made in the corresponding Eligible Currency. Each submission by any Borrower to party hereto agrees that the Available Collections and all such other amounts described in Section 2.04(a) shall be applied in accordance with the priority of payments set forth in Section 2.04(a). The Lenders and the Administrative Agent of a Notice of Borrowing or a Swing Loan Request hereby instruct the Collateral Agent to apply the Available Collections and the acceptance by any Borrower of the proceeds of each Loan requested therein, and each submission by any Borrower to an Issuer of a Letter of Credit Application, and the Issuance of each Letter of Credit requested therein, all such other amounts described in Section 2.04(a) in accordance with Section 2.04(a); provided that such payments shall be deemed subject to constitute a representation and warranty by the Borrowers that the conditions specified in clause availability of such funds pursuant to Section 2.04(a). (b) above have been satisfied The Servicer shall instruct the Collateral Agent, on and as of the date of the making of such Loan or the Issuance of such Letter of Credit. The conditions set forth in this Section 4.2 are for the sole benefit of the Lenders and the Issuers but until the Requisite Revolving Lenders (Determination Date immediately preceding each Payment Date, to convert amounts on deposit in the case of any Credit Extension under Collection Account into each Eligible Currency to the Revolving Credit Facilityextent necessary to make payments pursuant to Section 2.04(a), as applicable (as determined by the Servicer using the Spot Rate). (c) or the Requisite FILO Lenders (Any Available Collections on deposit in the case of any Credit Extension under the FILO Facility) otherwise direct Principal Collection Subaccount denominated in an Eligible Currency may be converted by the Administrative Agent into another Eligible Currency on any Business Day (other than a Payment Date) using the Spot Rate so long as (i) no Borrowing Base Deficiency exists either prior to cease making Loansand after giving effect to such conversion, and (ii) the Revolving Credit Lenders will fund their Revolving Commitment Percentage converted amounts are used solely for purposes of all Revolving Loans and Letter of Credit Borrowings and participate acquiring a Loan Asset denominated in all Swing Loans and Letters of Credit whenever made or issued and such other Eligible Currency pursuant to Section 2.18. The Administrative Agent shall provide no less than one (1) Business Day’s prior written notice to the FILO Lenders will fund their FILO Commitment Percentage of FILO Loans, in each case, which are requested by the Borrowers and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Section 4.2, are agreed to by the Administrative Agent, provided, however, the making Collateral Agent of any such Loans or conversion. (d) If any foreign exchange transaction is required, the issuance of any Letters of Credit Administrative Agent shall instruct the Collateral Agent in writing to conduct the foreign exchange transaction at the prevailing Spot Rate one (1) Business Day prior to the conversion date. (e) The parties hereto acknowledge and agree that: (i) the Collateral Agent may rely conclusively on the bases for the prevailing market rate and shall not be deemed a modification held liable for any associated losses (including without limitation any losses incurred on account of the difference between an indicative market rate quoted by the Collateral Agent and the actual market rate prevailing in respect of an executed trade); and (ii) the Collateral Agent may receive any fees and spread on foreign exchange transactions customarily charged by the Collateral Agent in connection with any foreign exchange transaction(s) settled pursuant to this Agreement solely to the extent of Administrative Expenses payable to it pursuant to Section 2.04. (f) The Collateral Agent may convert currency itself or waiver by through any Lender BNYM Affiliate and, in those cases, the Collateral Agent or, as the case may be, the relevant BNYM Affiliate through which currency is converted, acts as principal for its own account and not as agent, advisor, broker or fiduciary on behalf of any other person and earns revenue, including, without limitation, transaction spreads, sales margin, that it will retain for its own account. The revenue is based on, among other things, the difference between the exchange rate assigned to the currency conversion made under this Agreement and the rate that the Collateral Agent or any Issuer of BNYM Affiliate receives when buying or selling foreign currency for its own account. The Collateral Agent makes no representation that the provisions of exchange rate used or obtained in any currency conversion under this Section 4.2 on any future occasion Agreement will be the most favorable rate that could be obtained at the time or as to the method by which that rate will be determined. (g) The foreign exchange transaction may be transmitted by the Collateral Agent to a waiver of any rights sub-custodian or depositary and such entity may not be the Lenders or foreign exchange counterparty and the Issuers against the Loan Parties foreign exchange transaction may not be processed and priced as a result of any such failure to complydescribed in this Agreement.

Eligible Currency. In (i) For purposes of Section 9.01(a), any amounts on deposit in the case Collection Account denominated in any Eligible Currency shall be applied on any Payment Date (i) first, to make payments in such Eligible Currency and (ii) second, to make payments in any other Eligible Currency (pro rata based on available amounts from each other Eligible Currency), as converted by the Servicer using the Applicable Conversion Rate; provided, that such payments shall be subject to availability of a Credit Extension such funds pursuant to be Section 9.01(a). The parties hereto acknowledge and agree that the Bank Parties or an affiliate thereof may act as principal, charge fees and earn revenue, and may not provide the best price available with respect to an Eligible Currency. (ii) The Servicer shall instruct the Collateral Agent, no later than the Determination Date immediately preceding each Payment Date, to convert amounts on deposit in the Collection Account into Dollars or any other Eligible Currency to the extent necessary to make payments pursuant to Section 9.01(a), as applicable (as determined by the Servicer using the Applicable Conversion Rate). (iii) Any Principal Proceeds on deposit in the Collection Account denominated in an Alternative Currency, Eligible Currency may be converted by the Servicer into another Eligible Currency on any Business Day (other than a Payment Date)upon at least three (3) Business Days’ prior written notice using the Applicable Conversion Rate so long as such currency remains an conversion does not cause Advances outstanding in any Eligible CurrencyCurrency to exceed the applicable Borrowing Base for such Eligible Currency immediately after giving effect thereto. Each submission by any Borrower The Servicer shall provide no less than one (1) Business Day’s prior written notice to the Administrative Agent of a Notice of Borrowing or a Swing Loan Request and the acceptance by any Borrower of the proceeds of each Loan requested therein, and each submission by any Borrower to an Issuer of a Letter of Credit Application, and the Issuance of each Letter of Credit requested therein, shall be deemed to constitute a representation and warranty by the Borrowers that the conditions specified in clause (b) above have been satisfied on and as of the date of the making of such Loan or the Issuance of such Letter of Credit. The conditions set forth in this Section 4.2 are for the sole benefit of the Lenders and the Issuers but until the Requisite Revolving Lenders (in the case of any Credit Extension under the Revolving Credit Facility) or the Requisite FILO Lenders (in the case of any Credit Extension under the FILO Facility) otherwise direct the Administrative Collateral Agent to cease making Loans, the Revolving Credit Lenders will fund their Revolving Commitment Percentage of all Revolving Loans and Letter of Credit Borrowings and participate in all Swing Loans and Letters of Credit whenever made or issued and the FILO Lenders will fund their FILO Commitment Percentage of FILO Loans, in each case, which are requested by the Borrowers and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Section 4.2, are agreed to by the Administrative Agent, provided, however, the making of any such Loans conversion. (iv) If the Collateral Agent receives an instruction to effect any foreign exchange transactions, or cannot comply with instructions without effecting foreign exchange transactions, the Collateral Agent is authorized to enter into spot foreign exchange transactions (each, an “FX Transaction”) with the Borrower or the issuance Servicer in connection with the Covered Accounts and may provide such foreign exchange services to the Borrower or the Servicer itself or through any of its Affiliates. The Collateral Agent may convert currency itself or through any of its Affiliates and, in those cases, the Collateral Agent or, as the case may be, such Affiliate through which currency is converted acts as principal for its own account and not as agent, advisor, broker or fiduciary on behalf of any Letters other person and may earn revenue, including, without limitation, transaction spreads and sales margin, that it will retain for its own account. Any such earned revenue may be based on, among other things, the difference between the exchange rate assigned to the FX Transaction made under this Agreement and the rate that the Collateral Agent or any of Credit shall its Affiliates receives when buying or selling foreign currency for its own account. The Collateral Agent or such Affiliate makes no representation that the exchange rate used or obtained for any FX Transaction under this Agreement will be the most favorable rate that could be obtained at the time or as to the method by which that rate will be determined. The Collateral Agent or its Affiliate, as applicable, may establish rules or limitations concerning any foreign exchange facility made available to the Borrower or the Servicer. Any such FX Transactions will be subject to terms and conditions (the “FX Terms”) separately disclosed. In addition, the Collateral Agent may transmit any FX Transaction to a sub-custodian or depository or as otherwise agreed between the Borrower and the Collateral Agent. In such cases, the relevant FX Transaction may not be deemed a modification or waiver by any Lender or any Issuer of processed and priced as described in the provisions of this Section 4.2 on any future occasion or a waiver of any rights or the Lenders or the Issuers against the Loan Parties as a result of any such failure to complyapplicable FX Terms.

Eligible Currency. In (a) Subject to the case Pari Passu Provisions, any and all payments made by the Borrower under the Transaction Documents shall be made in the applicable Eligible Currency; provided that: (i) repayment of a Credit Extension to be denominated Advances in an Alternative Currency, such currency remains an Eligible Currency other than Dollars shall be made in the corresponding Eligible Currency. Each submission by any Borrower to party hereto agrees that the Available Collections and all such other amounts described in Section 2.04(a) shall be applied in accordance with the priority of payments set forth in Section 2.04(a). The Lenders and the Administrative Agent of a Notice of Borrowing or a Swing Loan Request hereby instruct the Collateral Agent to apply the Available Collections and the acceptance by any Borrower of the proceeds of each Loan requested therein, and each submission by any Borrower to an Issuer of a Letter of Credit Application, and the Issuance of each Letter of Credit requested therein, all such other amounts described in Section 2.04(a) in accordance with Section 2.04(a); provided that such payments shall be deemed subject to constitute a representation and warranty by the Borrowers that the conditions specified in clause availability of such funds pursuant to Section 2.04(a). (b) above have been satisfied The Servicer shall instruct the Account Bank, not later than the second (2nd) Business Day prior to each Payment Date, to convert amounts on and deposit in the Collection Account into each Eligible Currency to the extent necessary to make payments pursuant to Section 2.04(a), as applicable (as determined by the Servicer using the Spot Rate). (c) Any Available Collections on deposit in the Principal Collection Subaccount denominated in an Eligible Currency may be converted by the Account Bank at the direction of the date Servicer into another Eligible Currency on any Business Day (other than a Payment Date) using the Spot Rate so long as (i) no Borrowing Base Deficiency exists either prior to and after giving effect to such conversion, and (ii) the converted amounts are used solely for purposes of the making of acquiring a Loan Asset denominated in such Loan or the Issuance of such Letter of Creditother Eligible Currency pursuant to Section 2.18. The conditions set forth in this Section 4.2 are for Servicer shall provide no less than two (2) Business Days’ prior written notice to the sole benefit of the Lenders and the Issuers but until the Requisite Revolving Lenders (in the case Account Bank of any Credit Extension under the Revolving Credit Facilitysuch conversion. (d) or the Requisite FILO Lenders (in the case of If any Credit Extension under the FILO Facility) otherwise direct foreign exchange transaction is required, the Administrative Agent shall instruct the Account Bank in writing to cease making Loans, conduct the Revolving Credit Lenders will fund their Revolving Commitment Percentage of all Revolving Loans foreign exchange transaction at the prevailing Spot Rate two (2) Business Days prior to the conversion date. (e) The parties hereto acknowledge and Letter of Credit Borrowings agree that: (i) the Account Bank may rely conclusively on the bases for the prevailing market rate and participate in all Swing Loans and Letters of Credit whenever made or issued and the FILO Lenders will fund their FILO Commitment Percentage of FILO Loans, in each case, which are requested by the Borrowers and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Section 4.2, are agreed to by the Administrative Agent, provided, however, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification held liable for any associated losses (including without limitation any losses incurred on account of the difference between an indicative market rate quoted by the Account Bank and the actual market rate prevailing in respect of an executed trade); and (ii) the Account Bank may receive any fees and spread on foreign exchange transactions customarily charged by the Account Bank in connection with any foreign exchange transaction(s) settled pursuant to this Agreement solely to the extent of Administrative Expenses payable to it pursuant to Section 2.04. (f) The Account Bank may convert currency itself or waiver by through any Lender of its Affiliates and, in those cases, the Account Bank or, as the case may be, its Affiliate through which currency is converted, acts as principal for its own account and not as agent, advisor, broker or fiduciary on behalf of any other person and earns revenue, including, without limitation, transaction spreads, sales margin, that it will retain for its own account. The revenue is based on, among other things, the difference between the exchange rate assigned to the currency conversion made under this Agreement and the rate that the Account Bank or any Issuer of its Affiliate receives when buying or selling foreign currency for its own account. The Account Bank makes no representation that the provisions of exchange rate used or obtained in any currency conversion under this Section 4.2 on any future occasion Agreement will be the most favorable rate that could be obtained at the time or as to the method by which that rate will be determined. (g) The foreign exchange transaction may be transmitted by the Account Bank to a waiver of any rights sub-custodian or the Lenders or the Issuers against the Loan Parties as a result of any such failure to complydepositary.

Eligible Currency. In (i) For purposes of Section 9.01(a), any amounts on deposit in the case Collection Account denominated in any Eligible Currency shall be applied on any Payment Date (i) first, to make payments in such Eligible Currency and (ii) second, to make payments in any other Eligible Currency (pro rata based on available amounts from each other Eligible Currency), as converted by the Collateral Manager using the Applicable Conversion Rate; provided, that such payments shall be subject to availability of a Credit Extension such funds pursuant to be Section 9.01(a). The parties hereto acknowledge and agree that the Bank Parties or an affiliate thereof may act as principal, charge fees and earn revenue, and may not provide the best price available with respect to an Eligible Currency. (ii) The Collateral Manager shall instruct the Collateral Agent, no later than the Determination Date immediately preceding each Payment Date, to convert amounts on deposit in the Collection Account into Dollars to the extent necessary to make payments pursuant to Section 9.01(a), as applicable (as determined by the Collateral Manager using the Applicable Conversion Rate). (iii) Any Principal Proceeds on deposit in the Collection Account denominated in an Alternative Currency, Eligible Currency may be converted by the Collateral Manager into another Eligible Currency on any Business Day (other than a Payment Date) using the Applicable Conversion Rate so long as such currency remains an conversion does not cause Advances outstanding in any Eligible CurrencyCurrency to exceed the applicable Borrowing Base for such Eligible Currency immediately after giving effect thereto. Each submission by any Borrower The Collateral Manager shall provide no less than one (1) Business Day’s prior written notice to the Administrative Agent of a Notice of Borrowing or a Swing Loan Request and the acceptance by any Borrower of the proceeds of each Loan requested therein, and each submission by any Borrower to an Issuer of a Letter of Credit Application, and the Issuance of each Letter of Credit requested therein, shall be deemed to constitute a representation and warranty by the Borrowers that the conditions specified in clause (b) above have been satisfied on and as of the date of the making of such Loan or the Issuance of such Letter of Credit. The conditions set forth in this Section 4.2 are for the sole benefit of the Lenders and the Issuers but until the Requisite Revolving Lenders (in the case of any Credit Extension under the Revolving Credit Facility) or the Requisite FILO Lenders (in the case of any Credit Extension under the FILO Facility) otherwise direct the Administrative Collateral Agent to cease making Loans, the Revolving Credit Lenders will fund their Revolving Commitment Percentage of all Revolving Loans and Letter of Credit Borrowings and participate in all Swing Loans and Letters of Credit whenever made or issued and the FILO Lenders will fund their FILO Commitment Percentage of FILO Loans, in each case, which are requested by the Borrowers and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Section 4.2, are agreed to by the Administrative Agent, provided, however, the making of any such Loans conversion. (iv) If the Collateral Agent receives an instruction to effect any foreign exchange transactions, or cannot comply with instructions without effecting foreign exchange transactions, the Collateral Agent is authorized to enter into spot foreign exchange transactions (each, an “FX Transaction”) with the Borrower or the issuance Collateral Manager in connection with the Covered Accounts and may provide such foreign exchange services to the Borrower or the Collateral Manager itself or through any of its Affiliates. The Collateral Agent may convert currency itself or through any of its Affiliates and, in those cases, the Collateral Agent or, as the case may be, such Affiliate through which currency is converted acts as principal for its own account and not as agent, advisor, broker or fiduciary on behalf of any Letters other person and may earn revenue, including, without limitation, transaction spreads and sales margin, that it will retain for its own account. Any such earned revenue may be based on, among other things, the difference between the exchange rate assigned to the FX Transaction made under this Agreement and the rate that the Collateral Agent or any of Credit shall its Affiliates receives when buying or selling foreign currency for its own account. The Collateral Agent or such Affiliate makes no representation that the exchange rate used or obtained for any FX Transaction under this Agreement will be the most favorable rate that could be obtained at the time or as to the method by which that rate will be determined. The Collateral Agent or its Affiliate, as applicable, may establish rules or limitations concerning any foreign exchange facility made available to the Borrower. Any such FX Transactions will be subject to terms and conditions (the “FX Terms”) separately disclosed. In addition, the Collateral Agent may transmit any FX Transaction to a sub-custodian or depository or as otherwise agreed between the Borrower and the Collateral Agent. In such cases, the relevant FX Transaction may not be deemed a modification or waiver by any Lender or any Issuer of processed and priced as described in the provisions of this Section 4.2 on any future occasion or a waiver of any rights or the Lenders or the Issuers against the Loan Parties as a result of any such failure to complyapplicable FX Terms.

Eligible Currency. In (i) For purposes of Section 9.01(a), any amounts on deposit in the case Collection Account denominated in any Eligible Currency shall be applied on any Payment Date (i) first, to make payments in such Eligible Currency and (ii) second, to make payments in any other Eligible Currency (pro rata based on available amounts from each other Eligible Currency), as converted by the Collateral Manager using the Applicable Conversion Rate; USActive 59109857.10 provided, that such payments shall be subject to availability of a Credit Extension such funds pursuant to be Section 9.01(a). The parties hereto acknowledge and agree that the Bank Parties or an affiliate thereof may act as principal, charge fees and earn revenue, and may not provide the best price available with respect to an Eligible Currency. (ii) The Collateral Manager shall instruct the Collateral Agent, no later than the Determination Date immediately preceding each Payment Date, to convert amounts on deposit in the Collection Account into Dollars or any other Eligible Currency to the extent necessary to make payments pursuant to Section 9.01(a), as applicable (as determined by the Collateral Manager using the Applicable Conversion Rate). (iii) Any Principal Proceeds on deposit in the Collection Account denominated in an Alternative Currency, Eligible Currency may be converted by the Collateral Manager (or the Collateral Agent at the direction of the Collateral Manager) into another Eligible Currency on any Business Day (other than a Payment Date) upon at least three (3) Business Days prior written notice using the Applicable Conversion Rate so long as such currency remains an conversion does not (in the determination of the Collateral Manager) cause Advances outstanding in any Eligible CurrencyCurrency to exceed the applicable Borrowing Base for such Eligible Currency immediately after giving effect thereto. Each submission by any Borrower The Collateral Manager shall provide no less than one (1) Business Day’s prior written notice to the Administrative Agent of a Notice of Borrowing or a Swing Loan Request and the acceptance by any Borrower of the proceeds of each Loan requested therein, and each submission by any Borrower to an Issuer of a Letter of Credit Application, and the Issuance of each Letter of Credit requested therein, shall be deemed to constitute a representation and warranty by the Borrowers that the conditions specified in clause (b) above have been satisfied on and as of the date of the making of such Loan or the Issuance of such Letter of Credit. The conditions set forth in this Section 4.2 are for the sole benefit of the Lenders and the Issuers but until the Requisite Revolving Lenders (in the case of any Credit Extension under the Revolving Credit Facility) or the Requisite FILO Lenders (in the case of any Credit Extension under the FILO Facility) otherwise direct the Administrative Collateral Agent to cease making Loans, the Revolving Credit Lenders will fund their Revolving Commitment Percentage of all Revolving Loans and Letter of Credit Borrowings and participate in all Swing Loans and Letters of Credit whenever made or issued and the FILO Lenders will fund their FILO Commitment Percentage of FILO Loans, in each case, which are requested by the Borrowers and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Section 4.2, are agreed to by the Administrative Agent, provided, however, the making of any such Loans conversion. (iv) If the Collateral Agent receives an instruction to effect any foreign exchange transactions, or cannot comply with instructions without effecting foreign exchange transactions, the Collateral Agent is authorized to enter into spot foreign exchange transactions (each, an “FX Transaction”) with the Borrower or the issuance Collateral Manager in connection with the Covered Accounts and may provide such foreign exchange services to the Borrower or the Collateral Manager itself or through any of its Affiliates. The Collateral Agent may convert currency itself or through any of its Affiliates and, in those cases, the Collateral Agent or, as the case may be, such Affiliate through which currency is converted acts as principal for its own account and not as agent, advisor, broker or fiduciary on behalf of any Letters other person and may earn revenue, including, without limitation, transaction spreads and sales margin, that it will retain for its own account. Any such earned revenue may be based on, among other things, the difference between the exchange rate assigned to the FX Transaction made under this Agreement and the rate that the Collateral Agent or any of Credit shall its Affiliates receives when buying or selling foreign currency for its own account. The Collateral Agent or such Affiliate makes no representation that the exchange rate used or obtained for any FX Transaction under this Agreement will be the most favorable rate that could be obtained at the time or as to the method by which that rate will be determined. The Collateral Agent or its Affiliate, as applicable, may establish rules or limitations concerning any foreign exchange facility made available to the Borrower or the Collateral Manager. Any such FX Transactions will be subject to terms and conditions (the “FX Terms”) separately disclosed. In addition, the Collateral Agent may transmit any FX Transaction to a sub-custodian or depository or as otherwise agreed between the Borrower and the Collateral Agent. In such cases, the relevant FX Transaction may not be deemed a modification or waiver by any Lender or any Issuer of processed and priced as described in the provisions of this Section 4.2 on any future occasion or a waiver of any rights or the Lenders or the Issuers against the Loan Parties as a result of any such failure to comply.applicable FX Terms. USActive 59109857.10