Common use of Loans Clause in Contracts

Loans. 3.1. On each Loan Subscription Date, not later than the time specified by Lender (such time to be posted to the TALF Website in advance of such Loan Subscription Date), each TALF Agent may submit to Lender, in the manner specified by Lender from time to time, a request for Loans on behalf of each Applicable Borrower proposing to borrow Loans on the next scheduled Loan Closing Date (each such request, a “Loan Request”). Each TALF Agent shall complete the Loan Request in accordance with instructions provided by Custodian from time to time, in the form attached hereto as Appendix 3A or, in the case of a Loan to be secured by CMBS Collateral, Appendix 3B. Lender shall promptly provide Custodian with the information contained in each such Loan Request. Notwithstanding the foregoing, a TALF Agent shall not be permitted to submit a Loan Request unless (x) it has previously delivered to Custodian a copy of the Letter of Agreement pursuant to which it became a party hereto and (y) in the case of a Loan to be secured by Newly Issued CMBS Collateral and with respect to each such Item of Newly Issued CMBS Collateral, the following documents shall have been delivered to Lender and Custodian at or before the stated times: (1) not later than 5:00 p.m. on the eighth Business Day before the applicable Loan Subscription Date, the Offering Materials (as defined below) (which may be in preliminary form to the extent Offering Materials in final form are not then available), (2) not later than 5:00 p.m. on the sixth Business Day prior to the applicable Loan Subscription Date, an AUP Report (TALF) and an AUP Report (Industry) relating to such Offering Materials and (3) not later than the Business Day after any supplement to such Offering Materials is furnished to prospective investors, each such supplement, together with an AUP Report (TALF) and an update to the earlier AUP Report (Industry); provided, that each such supplement and related AUP Report (TALF) and update to AUP Report (Industry) shall be delivered not later than 5:00 p.m. on the third Business Day prior to the applicable Loan Subscription Date (and the Offering Materials with respect to any such Item of Newly Issued CMBS Collateral may not be supplemented after such time (other than with respect to final pricing information)). 3.2. On each Loan Subscription Date, not later than the time that each TALF Agent may submit Loan Requests to Lender pursuant to Section 3.1, each such TALF Agent shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum or other comparable offering materials (including any supplements thereto and any updates thereof) (collectively, “Offering Materials”) to the extent then available to it (and to the extent not previously delivered), with respect to all assets that its Applicable Borrowers desire to have included in the Collateral for the requested Loans; provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates and Legacy CMBS Collateral. 3.3. Not later than 12:00 noon on the fifth Business Day prior to each scheduled Loan Closing Date, in the case of a Loan to be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS Collateral, the Applicable TALF Agent shall deliver to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day (or in the case of a Loan to be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions in the amount of New Acquisition Collateral such Borrowers expect to be able to deliver on the Loan Closing Date as a result of the actual allocations of such New Acquisition Collateral by the underwriters thereof. Failure to deliver a Sales Confirmation with respect to New Acquisition Collateral shall result in such assets being ineligible for inclusion in the Collateral. With respect to Expected ABS Collateral that is not CMBS Collateral, it is understood and agreed that the Eligible Collateral Schedule shall not include any assets with respect to which (i) Offering Materials shall not have been delivered to Custodian (provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates), (ii) an Auditor Attestation and an Indemnity Undertaking shall not have been delivered to Lender (provided, that neither an Auditor Attestation nor an Indemnity Undertaking shall be required to be delivered with respect to SBA Collateral) and (iii) in the case of SBA Collateral other than Development Company Participation Certificates, an SBA Collateral Undertaking shall not have been delivered to Lender, in each case prior to 5:00

Loans. 3.1. On each Loan Subscription Date, not later than the time specified by Lender (such time to be posted a) Subject to the TALF Website terms and conditions of this Agreement, from the Closing Date and until the Commitment Termination Date (i) Lender agrees to make available to Borrower advances (each, a “Revolving Credit Advance”) in advance of such Loan Subscription Date)an aggregate outstanding amount not to exceed the Borrowing Availability, each TALF Agent and (ii) Borrower may submit to Lender, in the manner specified by Lender at its request from time to timetime borrow, a request for Loans on behalf of each Applicable Borrower proposing to borrow Loans on the next scheduled repay and reborrow, under this Section 1.1. The Revolving Credit Loan Closing Date (each such requestshall be evidenced by, a “Loan Request”). Each TALF Agent shall complete the Loan Request and be repayable in accordance with instructions provided the terms of, the Revolving Credit Note and this Agreement. (b) Borrower shall request each Revolving Credit Advance by Custodian from time written notice to time, Lender substantially in the form attached hereto as Appendix 3A or, in the case of Exhibit A (each a Loan to be secured by CMBS Collateral, Appendix 3B. Lender shall promptly provide Custodian with the information contained in each such Loan Request. Notwithstanding the foregoing, a TALF Agent shall not be permitted to submit a Loan Request unless (x“Notice of Revolving Credit Advance”) it has previously delivered to Custodian a copy of the Letter of Agreement pursuant to which it became a party hereto and (y) in the case of a Loan to be secured by Newly Issued CMBS Collateral and with respect to each such Item of Newly Issued CMBS Collateral, the following documents shall have been delivered to Lender and Custodian at or before the stated times: (1) not given no later than 5:00 p.m. 11:00 A.M. New York City time on the eighth Business Day before the applicable Loan Subscription Date, the Offering Materials (as defined below) (which may be in preliminary form to the extent Offering Materials in final form are not then available), (2) not later than 5:00 p.m. on the sixth Business Day prior to the applicable Loan Subscription Date, an AUP Report (TALF) and an AUP Report (Industry) relating to such Offering Materials and (3) not later than the Business Day after of the proposed advance. Lender shall be fully protected under this Agreement in relying upon, and shall be entitled to rely upon, (i) any supplement Notice of Revolving Credit Advance believed by Lender to such Offering Materials is furnished to prospective investorsbe genuine, each such supplementand (ii) the assumption that the Persons making electronic requests or executing and delivering a Notice of Revolving Credit Advance were duly authorized, together with an AUP Report (TALF) and an update unless the responsible individual acting thereon for Lender shall have actual knowledge to the earlier AUP Report (Industry); providedcontrary. As an accommodation to Borrower, that each such supplement Lender may permit telephonic, electronic or facsimile requests for a Revolving Credit Advance and related AUP Report (TALF) electronic or facsimile transmittal of instructions, authorizations, agreements or reports to Lender by Borrower. Unless Borrower specifically directs Lender in writing not to accept or act upon telephonic, facsimile or electronic communications from Borrower, Lender shall have no liability to Borrower for any loss or damage suffered by Borrower as a result of Lender’s honoring of any requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to it telephonically, by facsimile or electronically and update purporting to AUP Report (Industry) have been sent to Lender by Borrower and Lender shall be delivered not later than 5:00 p.m. on have no duty to verify the third Business Day prior to the applicable Loan Subscription Date (and the Offering Materials with respect to origin of any such Item communication or the identity or authority of Newly Issued CMBS Collateral may not be supplemented after such time (other than with respect to final pricing information)). 3.2the Person sending it. On each Loan Subscription Date, not later than At the time that each TALF Agent may submit Loan Requests to Lender pursuant to Section 3.1it delivers any Notice of Revolving Credit Advance, each such TALF Agent shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum or other comparable offering materials (including any supplements thereto and any updates thereof) (collectively, “Offering Materials”) to the extent then available to it (and to the extent not previously delivered), with respect to all assets that its Applicable Borrowers desire to have included in the Collateral for the requested Loans; provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates and Legacy CMBS Collateral. 3.3. Not later than 12:00 noon on the fifth Business Day prior to each scheduled Loan Closing Date, in the case of a Loan to be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS Collateral, the Applicable TALF Agent Borrower shall deliver to Lender and Custodian any changes to the Sales Confirmation with respect thereto. Not later than 12:00 noon on disclosure schedules to this Agreement, a copy of which schedules shall be appropriately marked against the fourth Business Day (or in the case of a Loan to be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions in the amount of New Acquisition Collateral such Borrowers expect to be able to deliver on the Loan Closing Date as a result of the actual allocations of such New Acquisition Collateral by the underwriters thereof. Failure to deliver a Sales Confirmation with respect to New Acquisition Collateral shall result in such assets being ineligible for inclusion in the Collateral. With respect to Expected ABS Collateral that is not CMBS Collateral, it is understood and agreed that the Eligible Collateral Schedule shall not include any assets with respect to which (i) Offering Materials shall not have been delivered to Custodian (provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates), (ii) an Auditor Attestation and an Indemnity Undertaking shall not have been disclosure schedules previously delivered to Lender (providedto identify such changes, that neither an Auditor Attestation nor an Indemnity Undertaking shall and, upon Lender’s approval thereof in Lender’s sole discretion, the disclosure schedules hereto will be required deemed amended to be delivered with respect to SBA Collateral) and (iii) in the case of SBA Collateral other than Development Company Participation Certificates, an SBA Collateral Undertaking shall not have been delivered to Lender, in each case prior to 5:00reflect such changes.

Loans. 3.1. On each Loan Subscription Date, not later than the time specified by Lender (such time to be posted a) Subject to the TALF Website fulfillment of the conditions precedent set forth in advance Sections 5.01 and 5.02 hereof, and provided that no Default shall have occurred and be continuing hereunder, Lender severally agrees to make on the terms and conditions of such this Agreement (i) a term loan in the amount of the Maximum Term Loan Subscription DateCredit evidenced by the Term Note (the "TERM LOAN"), each TALF Agent may submit and a commercial revolving loan in an amount up to Lenderthe Maximum Revolving Loan Credit evidenced by the Revolving Note (the "REVOLVING LOAN"). The Term Loan and the Revolving Loan are individually referred to as a "LOAN" and collectively referred to as the "LOANS". The Loans shall be made to Borrower in Dollars, from and including the Effective Date to and including the Maturity Date in an aggregate principal amount at any one time outstanding up to but not exceeding the manner specified by Lender lesser of (i) the Maximum Credit and (ii) the Borrowing Base as in effect from time to time. (b) On or about the date of this Agreement, a request for Loans on behalf of each Applicable Lender has made and fully advanced to Borrower, and Borrower proposing to borrow Loans on hereby acknowledges receipt of, the next scheduled Loan Closing Date (each such request, a “Loan Request”). Each TALF Agent shall complete the Loan Request in accordance with instructions provided by Custodian from time to time, in the form attached hereto as Appendix 3A or, in the case of a Loan to be secured by CMBS Collateral, Appendix 3B. Lender shall promptly provide Custodian with the information contained in each such Loan Request. Notwithstanding the foregoing, a TALF Agent shall not be permitted to submit a Loan Request unless (x) it has previously delivered to Custodian a copy principal amount of the Letter of Agreement pursuant to which it became a party hereto and (y) Term Loan in the case of a Loan to be secured by Newly Issued CMBS Collateral and with respect to each such Item of Newly Issued CMBS Collateral, the following documents shall have been delivered to Lender and Custodian at or before the stated times: (1) not later than 5:00 p.m. on the eighth Business Day before the applicable Loan Subscription Date, the Offering Materials (as defined below) (which may be in preliminary form an amount equal to the extent Offering Materials in final form are not then available)Maximum Term Loan Credit. Once all or any portion of the principal amount of the Term Loan is repaid at any time by Borrower, (2) not later than 5:00 p.m. on said principal amount of the sixth Business Day prior to the applicable Term Loan Subscription Date, an AUP Report (TALF) and an AUP Report (Industry) relating to such Offering Materials and (3) not later than the Business Day after any supplement to such Offering Materials is furnished to prospective investors, each such supplement, together with an AUP Report (TALF) and an update to the earlier AUP Report (Industry); provided, that each such supplement and related AUP Report (TALF) and update to AUP Report (Industry) shall be delivered not later than 5:00 p.m. on the third Business Day prior to the applicable Loan Subscription Date (and the Offering Materials with respect to any such Item of Newly Issued CMBS Collateral may not be supplemented after such time (other than with respect re-advanced to final pricing information)). 3.2. On each or borrowed again by Borrower, and the Maximum Term Loan Subscription Date, not later than the time that each TALF Agent may submit Loan Requests to Lender pursuant to Section 3.1, each such TALF Agent Credit shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum or other comparable offering materials (including any supplements thereto and any updates thereof) (collectively, “Offering Materials”) to the extent then available to it (and to the extent not previously delivered), with respect to all assets that its Applicable Borrowers desire to have included in the Collateral for the requested Loans; provided, that Offering Materials shall not automatically be required to be delivered with respect to SBA Pool Certificates and Legacy CMBS Collateral. 3.3. Not later than 12:00 noon on the fifth Business Day prior to each scheduled Loan Closing Date, in the case of a Loan to be secured reduced by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS Collateral, the Applicable TALF Agent shall deliver to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day (or in the case of a Loan to be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions in the amount of New Acquisition Collateral such Borrowers expect repayment or prepayment of principal under the Term Loan. (c) Subject to be able to deliver on the Loan Closing Date as a result terms and conditions of the actual allocations of such New Acquisition Collateral by the underwriters thereof. Failure to deliver a Sales Confirmation with respect to New Acquisition Collateral shall result in such assets being ineligible for inclusion in the Collateral. With respect to Expected ABS Collateral that is not CMBS Collateralthis Agreement, it is understood and agreed that the Eligible Collateral Schedule shall not include any assets with respect to which Borrower may (i) Offering Materials shall not have been delivered to Custodian (provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates)borrow then unadvanced principal amounts under the Revolving Loan, (ii) an Auditor Attestation and an Indemnity Undertaking shall not have been delivered to Lender (providedrepay the Revolving Loan, that neither an Auditor Attestation nor an Indemnity Undertaking shall be required to be delivered with respect to SBA Collateral) in full or in part, without penalty other than the payment of any applicable Breakage Fee, and (iii) in reborrow then unadvanced principal amounts under the case of SBA Collateral other than Development Company Participation CertificatesRevolving Loan; provided, an SBA Collateral Undertaking that, notwithstanding the foregoing, Lender shall not have been delivered any obligation to Lendermake Revolving Loan Advances to Borrower in excess of the Maximum Revolving Loan Credit and, in each case prior the event the obligation of Lender to 5:00make Revolving Loan Advances to Borrower is terminated as permitted hereunder, Lender shall not have any further obligation to make additional Revolving Loan Advances hereunder. In no event shall a Revolving Loan Advance be made when any Default or Event of Default has occurred and is continuing.

Loans. 3.1. On each Loan Subscription Date, not later than the time specified by Lender (such time to be posted a) Subject to the TALF Website terms and conditions hereof, each Lender severally agrees during the Commitment Period to make revolving credit loans to one or more of the Permitted Borrowers in advance the respective applicable Core Currencies (each a “Revolving Loan” and, as the context may require, collectively with all other Revolving Loans of such Loan Subscription DateLender and with the Revolving Loans of all other Lenders, the “Revolving Loans”), provided that immediately after giving effect thereto: (i) the Aggregate Credit Exposure shall not exceed the Aggregate Commitments, (ii) the Aggregate Core Currency Credit Exposure shall not exceed the Aggregate Core Currency Commitments, and (iii) with respect to each TALF Agent may submit to Lender, in the manner specified by Lender from time to time, a request for Loans on behalf of each Applicable Borrower proposing to borrow Loans on the next scheduled Loan Closing Date (each such request, a “Loan Request”). Each TALF Agent shall complete the Loan Request in accordance with instructions provided by Custodian from time to time, in the form attached hereto as Appendix 3A or, in the case of a Loan to be secured by CMBS Collateral, Appendix 3B. Lender shall promptly provide Custodian with the information contained in each such Loan Request. Notwithstanding the foregoing, a TALF Agent shall not be permitted to submit a Loan Request unless (x) it has previously delivered to Custodian a copy the aggregate principal amount of all Revolving Loans then outstanding from such Lender (determined on the basis of the Letter Dollar Equivalent for each outstanding Alternate Core Currency Revolving Loan), plus (y) the SL/LC Credit Exposure of Agreement pursuant such Lender, shall not exceed such Lender’s Core Currency Commitment. Subject to which it became the terms and conditions hereof, Revolving Loans shall be Core Currency Advances or, at the option of the applicable Borrower, solely with respect to Revolving Loans in Dollars, ABR Advances. The Revolving Loans, together with all accrued and unpaid interest thereon, shall mature and be due and payable in the applicable Currency on the Maturity Date. (b) Subject to and upon the terms and conditions set forth herein, the Swing Line Lender in its individual capacity agrees during the Swing Line Commitment Period to make loans to one or more of the Permitted Borrowers in the respective applicable Core Currencies (each a party hereto “Swing Line Loan” and, collectively, the “Swing Line Loans”), provided that immediately after giving effect thereto: (i) the Aggregate Credit Exposure shall not exceed the Aggregate Commitments, (ii) the Aggregate Core Currency Credit Exposure shall not exceed the Aggregate Core Currency Commitments, and (iii) the aggregate outstanding principal amount of all Swing Line Loans (determined on the basis of the Dollar Equivalent for each outstanding Alternate Core Currency Swing Line Loan) shall not exceed the Swing Line Commitment. Subject to the terms and conditions hereof, Swing Line Loans, shall be Swing Line Negotiated Rate Advances or, at the option of the applicable Borrower, solely with respect to Swing Line Loans in Dollars, ABR Advances. Swing Line Loans shall mature and be due and payable on the earlier of, with respect to each Swing Line Negotiated Rate Advance and Swing Line Loan maintained as an ABR Advance, (x) the last day of the Interest Period applicable thereto and (y) the Maturity Date. (c) On any Business Day, the Swing Line Lender may, in its sole discretion, give notice to the Lenders and the Parent (on behalf of all applicable Borrowers) that its outstanding Swing Line Loans shall be funded with a borrowing of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 9(g) or (h)), in which case one or more borrowings of Revolving Loans constituting ABR Advances (or, subject to Section 3.9, constituting one or more Core Currency Advances specified by the Parent in accordance with Section 2.3(a) with a one month Interest Period (or such other Interest Period specified by the Parent in accordance with Section 2.3(a)) in the applicable Currency, as the case of a Loan to may be secured by Newly Issued CMBS Collateral and with respect to (each such Item of Newly Issued CMBS Collateral, the following documents shall have been delivered to Lender and Custodian at or before the stated times: (1) not later than 5:00 p.m. on the eighth Business Day before the applicable Loan Subscription Date, the Offering Materials (as defined below) (which may be in preliminary form to the extent Offering Materials in final form are not then availableborrowing a “Mandatory Borrowing”), (2) not later than 5:00 p.m. on the sixth Business Day prior to the applicable Loan Subscription Date, an AUP Report (TALF) and an AUP Report (Industry) relating to such Offering Materials and (3) not later than the Business Day after any supplement to such Offering Materials is furnished to prospective investors, each such supplement, together with an AUP Report (TALF) and an update to the earlier AUP Report (Industry); provided, that each such supplement and related AUP Report (TALF) and update to AUP Report (Industry) shall be delivered not later than 5:00 p.m. on the third Business Day prior to the applicable Loan Subscription Date (and the Offering Materials with respect to any such Item of Newly Issued CMBS Collateral may not be supplemented after such time (other than with respect to final pricing information)). 3.2. On each Loan Subscription Date, not later than the time that each TALF Agent may submit Loan Requests to Lender pursuant to Section 3.1, each such TALF Agent shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum or other comparable offering materials (including any supplements thereto and any updates thereof) (collectively, “Offering Materials”) to the extent then available to it (and to the extent not previously delivered), with respect to all assets that its Applicable Borrowers desire to have included in the Collateral for the requested Loans; provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates and Legacy CMBS Collateral. 3.3. Not later than 12:00 noon made on the fifth Business Day immediately succeeding such notice by each Lender pro rata based on its Core Currency Commitment Percentage immediately prior thereto, and the proceeds thereof shall be applied directly to the Swing Line Lender to repay the Swing Line Lender for such outstanding Swing Line Loans. Each Lender hereby irrevocably agrees to make Revolving Loans in the applicable Currency pursuant to each scheduled Mandatory Borrowing in respect of any Swing Line Loan Closing Date, in the case of a Loan to be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS Collateral, the Applicable TALF Agent shall deliver to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day (or in the case of a Loan to be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions in the amount of New Acquisition Collateral such Borrowers expect to be able to deliver and in the manner specified in the preceding sentence and on the Loan Closing Date date specified in writing by the Swing Line Lender notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for Loans otherwise required hereunder, (ii) whether any conditions specified in Article 5 or 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing, (v) the aggregate principal amount of all Loans then outstanding, and (vi) the Aggregate Commitments, the Aggregate Core Currency Commitments or the Aggregate Core Currency Credit Exposure at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the actual allocations commencement of any proceeding referred to in Section 9(g) or (h)), then each Lender agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Parent or the applicable Borrower on or after such date and prior to such purchase) from the Swing Line Lender such assignments in each outstanding Swing Line Loan as shall be necessary to cause the Lenders to share in each such Swing Line Loan ratably based upon their respective Core Currency Commitment Percentages at such time, provided that all interest payable on each such Swing Line Loan shall be for the account of the Swing Line Lender until the date as of which the respective assignment therein is purchased and, to the extent attributable to the purchased assignment, shall be payable to the relevant Lender from and after such date. Each Lender agrees promptly to indemnify the Swing Line Lender for any costs or expenses the Swing Line Lender may incur as a result of the failure of such New Acquisition Collateral by Lender to fulfill its obligations under this Section 2.1(c). (d) Subject to the underwriters thereof. Failure terms and conditions hereof, each Lender in its individual capacity agrees to deliver make at any time and from time to time during the Commitment Period a Sales Confirmation with respect loan or loans under one or more of its Individual Currency Commitments to New Acquisition Collateral shall result in such assets being ineligible for inclusion one or more of the Permitted Borrowers in the Collateral. With respect to Expected ABS Collateral respective applicable Non-Core Currencies (each an “Individual Currency Loan” and, as the context may require, collectively with all other Individual Currency Loans of such Lender and, as the context may require, with the Individual Currency Loans of all other Lenders, the “Individual Currency Loans”), provided that is not CMBS Collateral, it is understood and agreed that the Eligible Collateral Schedule shall not include any assets with respect to which immediately after giving effect thereto: (i) Offering Materials the Aggregate Credit Exposure shall not have been delivered to Custodian (provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates)exceed the Aggregate Commitments, (ii) an Auditor Attestation and an Indemnity Undertaking the Aggregate Individual Currency Credit Exposure shall not have been delivered to Lender (providedexceed the Aggregate Individual Currency Commitments, that neither an Auditor Attestation nor an Indemnity Undertaking shall be required to be delivered with respect to SBA Collateral) and (iii) with respect to any Lender, the aggregate principal amount of the Individual Currency Loans of such Lender denominated in the case of SBA Collateral other than Development Company Participation Certificates, an SBA Collateral Undertaking applicable Non-Core Currency shall not have been delivered to exceed such Lender, ’s Individual Currency Commitment in each case prior to 5:00such applicable Non-Core Currency. Each Individual Currency Loan shall be due and payable on the earlier of (x) the last day of the Interest Period applicable thereto and (y) the Maturity Date.

Loans. 3.1. On Buyer shall (i) obtain at its own expense newly executed payroll deduction authorization forms from all Transferred Employees to whom Seller has made outstanding education loans, mortgage loans, and relocation loans (excluding any Participant Loans under the Seller's Savings Plans), (ii) subject to obtaining the consent of the applicable Transferred Employee if required by law, continue the payroll deductions pursuant to which such Transferred Employees are discharging such indebtedness, and (iii) as soon as practicable, but in no event more than thirty (30) days, after the date of deduction, remit such funds (together with an accounting that identifies the Transferred Employees with respect to whom the funds were deducted and the amount deducted for each Loan Subscription Date, not later than the time specified Transferred Employee) to Seller for application by Lender (such time to be posted Seller to the TALF Website in advance Transferred Employees' outstanding indebtedness. Buyer's obligation with respect to each respective Transferred Employee pursuant to the preceding sentence shall commence as of such Loan Subscription Date), each TALF Agent may submit to Lender, in the manner specified by Lender from time to time, a request for Loans on behalf of each Applicable Borrower proposing to borrow Loans on the next scheduled Loan Closing Date (each and continue until the earlier of the full amortization of the Transferred Employee's indebtedness or the last date on which Buyer or one of its Affiliates pays remuneration to the Transferred Employee. Seller shall not seek to accelerate, cancel or otherwise change the terms of any education loans, mortgage loans, or relocation loans made by Seller to such requestTransferred Employees, a “Loan Request”). Each TALF Agent shall complete the Loan Request in accordance with instructions provided by Custodian from time to time, in the form attached hereto as Appendix 3A or, except in the case of a Loan default by a Transferred Employee. Buyer's obligations under this Section 11.3.1 are limited to payroll deductions of loan repayments by the Transferred Employees and remittance of those funds and the related accounting, and nothing herein shall be secured by CMBS Collateral, Appendix 3B. Lender shall promptly provide Custodian with the information contained in each such Loan Request. Notwithstanding the foregoing, a TALF Agent shall not be permitted construed to submit a Loan Request unless (x) it has previously delivered obligate Buyer to Custodian a copy repay to Seller any portion of the Letter outstanding indebtedness of the Transferred Employees that are not otherwise discharged by the Transferred Employees themselves; provided that, notwithstanding anything to the contrary in Article 12 of this Agreement pursuant to which it became a party hereto or Section 11.6 of this Agreement, Seller shall indemnify and hold harmless Buyer for all claims, demands, actions, proceedings, causes of action, liability, loss, cost, damage, and expense (yincluding reasonable attorney's fees) in the case of a Loan to be secured by Newly Issued CMBS Collateral and with respect to each such Item of Newly Issued CMBS Collateral, the following documents shall have been delivered to Lender and Custodian at any way arising from or before the stated times: (1) not later than 5:00 p.m. on the eighth Business Day before the applicable Loan Subscription Date, the Offering Materials (as defined below) (which may be in preliminary form to the extent Offering Materials in final form are not then available), (2) not later than 5:00 p.m. on the sixth Business Day prior to the applicable Loan Subscription Date, an AUP Report (TALF) and an AUP Report (Industry) relating to such Offering Materials and (3) not later than the Business Day after any supplement to such Offering Materials is furnished to prospective investors, each such supplement, together with an AUP Report (TALF) and an update to the earlier AUP Report (Industry); provided, that each such supplement and related AUP Report (TALF) and update to AUP Report (Industry) shall be delivered not later than 5:00 p.m. on the third Business Day prior to the applicable Loan Subscription Date (and the Offering Materials with respect to any such Item of Newly Issued CMBS Collateral may not be supplemented after such time (other than with respect to final pricing information)). 3.2. On each Loan Subscription Date, not later than the time that each TALF Agent may submit Loan Requests to Lender pursuant to Section 3.1, each such TALF Agent shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum or other comparable offering materials (including any supplements thereto and any updates thereof) (collectively, “Offering Materials”) to the extent then available to it (and to the extent not previously delivered), with respect to all assets that its Applicable Borrowers desire to have included in the Collateral for the requested Loans; provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates and Legacy CMBS Collateral. 3.3. Not later than 12:00 noon on the fifth Business Day prior to each scheduled Loan Closing Date, in the case of a Loan to be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS Collateral, the Applicable TALF Agent shall deliver to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day (or in the case of a Loan to be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions in the amount of New Acquisition Collateral such Borrowers expect to be able to deliver on the Loan Closing Date incurred as a result of Buyer's administration of the actual allocations outstanding indebtedness or the payroll deduction authorization process as described above. All Transferred Employees with outstanding indebtedness as described in this Section 11.3.1 and the amount and nature of such New Acquisition Collateral by the underwriters thereof. Failure to deliver this indebtedness shall be identified on a Sales Confirmation with respect to New Acquisition Collateral shall result in such assets being ineligible for inclusion in the Collateral. With respect to Expected ABS Collateral that is not CMBS Collateral, it is understood and agreed that the Eligible Collateral Schedule shall not include any assets with respect to which (i) Offering Materials shall not have been delivered to Custodian (provided, that Offering Materials shall not be required 11.3.1 to be delivered with respect prepared by Seller and submitted to SBA Pool Certificates), (ii) an Auditor Attestation and an Indemnity Undertaking shall not have been delivered to Lender (provided, that neither an Auditor Attestation nor an Indemnity Undertaking shall be required to be delivered with respect to SBA Collateral) and (iii) in Buyer before the case of SBA Collateral other than Development Company Participation Certificates, an SBA Collateral Undertaking shall not have been delivered to Lender, in each case prior to 5:00Closing Date.

Loans. 3.1. On each Loan Subscription Date(i) Subject to the terms and conditions set forth herein and in the Ancillary Agreements, not later than Lender may make loans (the time specified by Lender (such “Loans”) to the Companies from time to be posted to time during the TALF Website in advance of such Loan Subscription Date), each TALF Agent may submit to LenderTerm which, in the manner specified by aggregate at any time outstanding, will not exceed the lesser of (x) (I) the Capital Availability Amount minus (II) such reserves as Lender may deem proper and necessary from time to time, a request for Loans on behalf of each Applicable Borrower proposing to borrow Loans on time in its commercially reasonable judgment (the next scheduled Loan Closing Date (each such request, a “Loan RequestReserves”). Each TALF Agent shall complete the Loan Request in accordance with instructions provided by Custodian from time to time, in the form attached hereto as Appendix 3A or, in the case of a Loan to be secured by CMBS Collateral, Appendix 3B. Lender shall promptly provide Custodian with the information contained in each such Loan Request. Notwithstanding the foregoing, a TALF Agent shall not be permitted to submit a Loan Request unless (x) it has previously delivered to Custodian a copy of the Letter of Agreement pursuant to which it became a party hereto and (y) an amount equal to (I) the Accounts Availability plus (II) the Inventory Availability, minus (III) the Reserves. The amount derived at any time from Section 2(a)(i)(y)(I) plus Section 2(a)(i)(y)(II) minus 2(a)(i)(y)(III) shall be referred to as the “Formula Amount.” The Companies shall, jointly and severally, execute and deliver to Lender on the Closing Date the Note evidencing the Loans funded on the Closing Date. The Companies hereby each acknowledge and agree that Lender’s obligation to purchase the Note from the Companies on the Closing Date shall be contingent upon the satisfaction (or waiver by Lender) of the items and matters set forth in the case of a Loan to be secured closing checklist provided by Newly Issued CMBS Collateral and with respect to each such Item of Newly Issued CMBS Collateral, the following documents shall have been delivered to Lender and Custodian at or before the stated times: (1) not later than 5:00 p.m. on the eighth Business Day before the applicable Loan Subscription Date, the Offering Materials (as defined below) (which may be in preliminary form to the extent Offering Materials in final form are not then available), (2) not later than 5:00 p.m. Companies on the sixth Business Day or prior to the applicable Loan Subscription Closing Date. The Companies hereby each further acknowledge and agree that, an AUP Report immediately prior to each borrowing hereunder and immediately after giving effect thereto, the Companies shall be deemed to have certified to Lender that at the time of each such proposed borrowing and also after giving effect thereto (TALFi) there shall exist no Event of Default, (ii) all representations, warranties and an AUP Report covenants made by the Companies in connection with this Agreement and the Ancillary Agreements are true, correct and complete in all material respects and (Industryiii) relating all of each Company’s and its respective Subsidiaries’ covenant requirements under this Agreement and the Ancillary Agreements have been met in all material respects. The Companies hereby agree to provide a certificate confirming the foregoing concurrently with each request for a borrowing hereunder. (ii) Notwithstanding the limitations set forth above, if requested by any Company, Lender retains the right to lend to such Offering Materials Company from time to time such amounts in excess of such limitations as Lender may determine in its sole discretion (each, a “Permitted Overadvance”). In connection with each such request by one or more Companies, the Companies shall be deemed to have certified, as of the time of such proposed borrowing and immediately after giving effect thereto, to the satisfaction of all Overadvance Conditions. For purposes hereof, “Overadvance Conditions” means (i) no Event of Default shall exist and be continuing as of such date; (ii) all representations, warranties and covenants made by the Companies in connection with the Security Agreement and the Ancillary Agreements shall be true, correct and complete in all material respects as of such date; and (3iii) not later than the Business Day after any supplement Companies and their respective Subsidiaries shall have taken all action necessary to such Offering Materials is furnished to prospective investors, each such supplement, together with an AUP Report grant Lender “control” over all of the Companies’ and their respective Subsidiaries’ Deposit Accounts (TALF) and an update to the earlier AUP Report (Industry); provided, that each such supplement and related AUP Report (TALF) and update to AUP Report (Industry) shall be delivered not later than 5:00 p.m. on the third Business Day prior to the applicable Loan Subscription Date (and the Offering Materials with respect to any such Item of Newly Issued CMBS Collateral may not be supplemented after such time (other than with respect to final pricing information)). 3.2. On each Loan Subscription Date, not later than the time that each TALF Agent may submit Loan Requests to Lender pursuant to Section 3.1, each such TALF Agent shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum or other comparable offering materials (including any supplements thereto and any updates thereof) (collectively, “Offering MaterialsControl Accounts”) to the extent then available to it (and to the extent not previously delivered), with any agreements establishing “control” to be in form and substance satisfactory to Lender. “Control” over such Control Accounts shall be released upon the indefeasible repayment in full and termination of the Permitted Overadvance (together with all accrued interest and fees which remain unpaid in respect thereof). The Companies hereby agree to all assets that its Applicable Borrowers desire provide a certificate confirming the satisfaction of the Overadvance Conditions concurrently with the request for same. (iii) If any interest, fees, costs or charges payable to Lender hereunder are not paid when due, each of the Companies shall thereby be deemed to have included requested, and Lender is hereby authorized at its discretion to make and charge to the Companies’ account, a Loan as of such date in an amount equal to such unpaid interest, fees, costs or charges. (iv) If any Company at any time fails to perform or observe any of the covenants contained in this Agreement or any Ancillary Agreement, Lender may, but need not, perform or observe such covenant on behalf and in the Collateral for the requested Loans; providedname, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates place and Legacy CMBS Collateral. 3.3. Not later than 12:00 noon on the fifth Business Day prior to each scheduled Loan Closing Datestead of such Company (or, at Lender’s option, in Lender’s name) and may, but need not, take any and all other actions which Lender may deem necessary to cure or correct such failure (including the case payment of a Loan to be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS Collateraltaxes, the Applicable TALF Agent shall deliver to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day (or in the case satisfaction of a Loan to be secured by CMBS CollateralLiens, the fifth Business Day) prior performance of obligations owed to each scheduled Loan Closing DateAccount Debtors, each TALF Agent that has submitted a Loan Request (x) shalllessors or other obligors, with respect to any New Acquisition Collateralthe procurement and maintenance of insurance, submit to Custodian a Sales Confirmation the execution of assignments, security agreements and (y) may submit to Custodian a revised Loan Request reflecting any reductions in financing statements, and the loan requests endorsement of its Applicable Borrowers that reflect any reductions in the instruments). The amount of New Acquisition Collateral such Borrowers expect to be able to deliver on the Loan Closing Date all monies expended and all costs and expenses (including attorneys’ fees and legal expenses) incurred by Lender in connection with or as a result of the actual allocations performance or observance of such New Acquisition Collateral agreements or the taking of such action by Lender shall be charged to the Companies’ account as a Loan and added to the Obligations. To facilitate Lender’s performance or observance of such covenants by each Company, each Company hereby irrevocably appoints Lender, or Lender’s delegate, acting alone, as such Company’s attorney in fact (which appointment is coupled with an interest) with the right (but not the duty) from time to time to create, prepare, complete, execute, deliver, endorse or file in the name and on behalf of such Company any and all instruments, documents, assignments, security agreements, financing statements, applications for insurance and other agreements and writings required to be obtained, executed, delivered or endorsed by such Company. (v) Lender will account to Company Agent monthly with a statement of all Loans and other advances, charges and payments made pursuant to this Agreement, and such account rendered by Lender shall be deemed final, binding and conclusive unless Lender is notified by Company Agent in writing to the contrary within thirty (30) days of the date each account was rendered specifying the item or items to which objection is made. (vi) During the Term, the Companies may borrow and prepay Loans in accordance with the terms and conditions hereof. (vii) (x) If any Eligible Account is not paid by the underwriters thereof. Failure Account Debtor within ninety (90) days after the date that such Eligible Account was invoiced or within 180 days if such Eligible Account is covered by credit default insurance acceptable to deliver the Lender or (y) if any Account Debtor asserts a Sales Confirmation deduction, dispute, contingency, set-off, or counterclaim with respect to New Acquisition Collateral any Eligible Account, (each, a “Delinquent Account”), the Companies shall result in such assets being ineligible jointly and severally (i) reimburse Lender for inclusion in the Collateral. With respect to Expected ABS Collateral that is not CMBS Collateral, it is understood and agreed that amount of the Eligible Collateral Schedule shall not include any assets Loans made with respect to which (i) Offering Materials shall not have been delivered to Custodian (provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates), such Delinquent Account or (ii) immediately replace such Delinquent Account with an Auditor Attestation and an Indemnity Undertaking shall not have been delivered to Lender (provided, that neither an Auditor Attestation nor an Indemnity Undertaking shall be required to be delivered with respect to SBA Collateral) and (iii) in the case of SBA Collateral other than Development Company Participation Certificates, an SBA Collateral Undertaking shall not have been delivered to Lender, in each case prior to 5:00otherwise Eligible Account.

Loans. 3.1. On each Loan Subscription Date, not later than (a) Subject to and upon the time specified by Lender (such time to be posted to the TALF Website in advance of such Loan Subscription Date)terms and conditions herein set forth, each TALF Agent may submit Lender having an Initial Term Loan Commitment severally agrees to Lender, in the manner specified by Lender from time to time, a request for Loans on behalf of each Applicable Borrower proposing to borrow Loans on the next scheduled Loan Closing Date make (each such request, a “Loan Request”). Each TALF Agent shall complete the Loan Request in accordance with instructions provided by Custodian from time to time, in the form attached hereto as Appendix 3A or, or in the case of any Rollover Lender (as defined in the First Incremental Agreement) on the First Incremental Agreement Effective Date, be deemed to make) a Loan loan or loans (each, an “Initial Term Loan”) to be secured by CMBS Collateralthe Borrower, Appendix 3B. Lender shall promptly provide Custodian with the information contained in each such Loan Request. Notwithstanding the foregoing, a TALF Agent which Initial Term Loans (i) shall not exceed, for any such Lender, the Initial Term Loan Commitment of such Lender, (ii) shall not exceed, in the aggregate, the Total Initial Term Loan Commitment, (iii) shall be permitted to submit a Loan Request unless made (x) it has previously delivered to Custodian a copy in the case of Initial Term Loans made in respect of Initial Term Loan Commitments described in clause (a) of the Letter definition of Agreement pursuant to which it became a party hereto Initial Term Loan Commitments, on the Closing Date, and (y) in the case of a Initial Term Loans made in respect of Initial Term Loan to be secured by Newly Issued CMBS Collateral and with respect to each such Item Commitments described in clause (b) of Newly Issued CMBS Collateralthe definition of Initial Term Loan Commitments, the following documents shall have been delivered to Lender and Custodian at or before the stated times: (1) not later than 5:00 p.m. on the eighth Business Day before the applicable Loan Subscription First Incremental Agreement Effective Date, the Offering Materials (as defined below) (which may be in preliminary form to the extent Offering Materials in final form are not then available), (2) not later than 5:00 p.m. on the sixth Business Day prior to the applicable Loan Subscription Date, an AUP Report (TALF) and an AUP Report (Industry) relating to such Offering Materials and (3) not later than the Business Day after any supplement to such Offering Materials is furnished to prospective investors, each such supplement, together with an AUP Report (TALF) and an update to the earlier AUP Report (Industry); provided, that each such supplement and related AUP Report (TALF) and update to AUP Report (Industryiv) shall be delivered not later than 5:00 p.m. on denominated in Dollars, (ivv) may, at the third Business Day prior option of the Borrower, be Incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; provided that all such Initial Term Loans made by each of the Lenders pursuant to the applicable Loan Subscription Date same Borrowing shall, unless otherwise provided herein, consist entirely of Initial Term Loans of the same Type and (and vvi) may be repaid or prepaid in accordance with the Offering Materials with respect to any such Item of Newly Issued CMBS Collateral provisions hereof, but once repaid or prepaid may not be supplemented after such time (other than with respect to final pricing information))reborrowed. On the Initial Term Loan Maturity Date, all outstanding Initial Term Loans shall be repaid in full. 3.2. On each Loan Subscription Date, not later than (i) Subject to and upon the time that each TALF Agent may submit Loan Requests to Lender pursuant to Section 3.1terms and conditions herein set forth, each such TALF Agent shall deliver Revolving Credit Lender severally agrees to Custodian the preliminary and/or final prospectusmake a loan or loans (each, offering memorandum or other comparable offering materials (including any supplements thereto and any updates thereof) (collectively, a “Offering MaterialsRevolving Credit Loan”) to the extent then available to it Borrower in U.S. Dollars, which Revolving Credit Loans (A) shall not exceed, for any such Lender, the Revolving Credit Commitment of such Lender, (B) shall not, after giving pro forma effect thereto and to the extent application of the proceeds thereof, result in such Lender’s Revolving Credit Exposure at such time exceeding such Lender’s Revolving Credit Commitment at such time, (C) shall not, after giving pro forma effect thereto and to the application of the proceeds thereof, at any time result in the aggregate amount of all Lenders’ Revolving Credit Exposures exceeding the Total Revolving Credit Commitment then in effect, (D) shall be made at any time and from time to time on and after the Closing Date and prior to the Revolving Credit Maturity Date (provided that notwithstanding the foregoing, the aggregate amount of all Revolving Credit Loans made on the Closing Date shall not previously deliveredexceed the Initial Revolving Borrowing Amount), (E) may at the option of the Borrower be Incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type and (F) may be repaid and reborrowed in accordance with respect the provisions hereof. (ii) On the Revolving Credit Maturity Date, all outstanding Revolving Credit Loans shall be repaid in full and the Revolving Credit Commitments shall terminate. (c) Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to all assets make such Eurodollar Loan; provided that (i) any exercise of such option shall not affect the obligation of the Borrower to repay such Eurodollar Loan and (ii) in exercising such option, such Lender shall use its Applicable Borrowers desire reasonable efforts to have included minimize any increased costs to the Borrower resulting therefrom (which obligation of the Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous to it and in the Collateral event of such request for costs for which compensation is provided under this Agreement, the requested provisions of Section 2.10 shall apply). (i) Subject to and upon the terms and conditions herein set forth, the Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the Closing Date and prior to the Swingline Maturity Date, to make a loan or loans (each, a “Swingline Loan”) to the Borrower in U.S. Dollars, which Swingline Loans (A) shall be ABR Loans; provided, (B) shall have the benefit of the provisions of Section 2.1(d)(ii), (C) shall not exceed at any time outstanding the Swingline Commitment, (D) shall not, after giving pro forma effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of all Lenders’ Revolving Credit Exposures exceeding the Total Revolving Credit Commitment then in effect, (E) may be repaid and reborrowed in accordance with the provisions hereof and (F) shall mature no later than the date ten Business Days after such Swingline Loan is made. On the Swingline Maturity Date, all outstanding Swingline Loans shall be repaid in full. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from either the Borrower or the Administrative Agent stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (x) of rescission of all such notices from the party or parties originally delivering such notice, (y) of the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or (z) from the Administrative Agent that such Default or Event of Default is no longer continuing. (ii) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Revolving Credit Lenders, with a copy to the Borrower, that Offering Materials all then-outstanding Swingline Loans shall not be required to funded with a Borrowing of Revolving Credit Loans, in which case Revolving Credit Loans constituting ABR Loans (each such Borrowing, a “Mandatory Borrowing”) shall be delivered with respect to SBA Pool Certificates and Legacy CMBS Collateral. 3.3. Not later than 12:00 noon made on the fifth same Business Day prior by all Revolving Credit Lenders pro rata based on each such Lender’s Revolving Credit Commitment Percentage, and the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably agrees to make such Revolving Credit Loans upon same Business Days’ notice pursuant to each scheduled Loan Closing DateMandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified to it in writing by the Swingline Lender notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing or (v) any reduction in the Total Revolving Credit Commitment after any such Swingline Loans were made. In the event that, in the case sole judgment of a Loan to the Swingline Lender, any Mandatory Borrowing cannot for any reason be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS Collateral, the Applicable TALF Agent shall deliver to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon made on the fourth Business Day date otherwise required above (or in the case of a Loan to be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions in the amount of New Acquisition Collateral such Borrowers expect to be able to deliver on the Loan Closing Date including as a result of the actual allocations commencement of a proceeding under any Debtor Relief Law in respect of the Borrower), each Revolving Credit Lender hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) such participation of the outstanding Swingline Loans as shall be necessary to cause each such Lender to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages; provided that all principal and interest payable on such Swingline Loans shall be for the account of the Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to the Lender purchasing the same from and after such date of purchase. (iii) The Borrower may, at any time and from time to time, designate as additional Swingline Lenders one or more applicable Revolving Credit Lenders that agree to serve in such capacity as provided below. The acceptance by a Revolving Credit Lender of an appointment as a Swingline Lender hereunder shall be evidenced by an agreement, which shall be in form and substance reasonably satisfactory to the Administrative Agent and the Borrower, executed by the Borrower, the Administrative Agent and such designated Swingline Lender, and, from and after the effective date of such New Acquisition Collateral agreement, (i) such Revolving Credit Lender shall have all the rights and obligations of a Swingline Lender under this Agreement and (ii) references herein to the term “Swingline Lender” shall be deemed to include such Revolving Credit Lender in its capacity as a lender of Swingline Loans hereunder. (iv) The Borrower may terminate the appointment of any Swingline Lender as a “Swingline Lender” hereunder by providing a written notice thereof to such Swingline Lender, with a copy to the underwriters Administrative Agent. Any such termination shall become effective upon the earlier of (i) the Swingline Lender’s acknowledging receipt of such notice and (ii) the fifth Business Day following the date of the delivery thereof; provided that no such termination shall become effective until and unless the Swingline Exposure of such Swingline Lender shall have been reduced to zero. Failure Notwithstanding the effectiveness of any such termination, the terminated Swingline Lender shall remain a party hereto and shall continue to deliver have all the rights of a Sales Confirmation Swingline Lender under this Agreement with respect to New Acquisition Collateral shall result in Swingline Loans made by it prior to such assets being ineligible for inclusion in the Collateral. With respect to Expected ABS Collateral that is not CMBS Collateraltermination, it is understood and agreed that the Eligible Collateral Schedule but shall not include make any assets with respect to which (i) Offering Materials shall not have been delivered to Custodian (provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates), (ii) an Auditor Attestation and an Indemnity Undertaking shall not have been delivered to Lender (provided, that neither an Auditor Attestation nor an Indemnity Undertaking shall be required to be delivered with respect to SBA Collateral) and (iii) in the case of SBA Collateral other than Development Company Participation Certificates, an SBA Collateral Undertaking shall not have been delivered to Lender, in each case prior to 5:00additional Swingline Loans.

Loans. 3.1. On each Loan Subscription Date(i) Subject to the terms and conditions set forth herein and in the Ancillary Agreements, not later than Laurus may make loans (the time specified by Lender (such “Loans”) to the Companies from time to be posted to time during the TALF Website in advance of such Loan Subscription Date), each TALF Agent may submit to LenderTerm which, in the manner specified by Lender aggregate at any time outstanding, will not exceed the lesser of (x) (I) the Capital Availability Amount minus (II) such reserves as Laurus may reasonably in its good faith judgment deem proper and necessary from time to time, a request for Loans on behalf of each Applicable Borrower proposing to borrow Loans on time (the next scheduled Loan Closing Date (each such request, a “Loan RequestReserves”). Each TALF Agent shall complete the Loan Request in accordance with instructions provided by Custodian from time to time, in the form attached hereto as Appendix 3A or, in the case of a Loan to be secured by CMBS Collateral, Appendix 3B. Lender shall promptly provide Custodian with the information contained in each such Loan Request. Notwithstanding the foregoing, a TALF Agent shall not be permitted to submit a Loan Request unless (x) it has previously delivered to Custodian a copy of the Letter of Agreement pursuant to which it became a party hereto and (y) an amount equal to (I) the Accounts Availability plus (II) the Inventory Availability, minus (III) the Reserves. The amount derived at any time from Section 2(a)(i)(y)(I) plus Section 2(a)(i)(y)(II) minus 2(a)(i)(y)(III) shall be referred to as the “Formula Amount.” The Companies shall, jointly and severally, execute and deliver to Laurus on the Closing Date the Note evidencing the Loans funded on the Closing Date. The Companies hereby each acknowledge and agree that Laurus’ obligation to purchase the Note from the Companies on the Closing Date shall be contingent upon the satisfaction (or waiver by Laurus) of the items and matters set forth in the case of a Loan to be secured closing checklist provided by Newly Issued CMBS Collateral and with respect to each such Item of Newly Issued CMBS Collateral, the following documents shall have been delivered to Lender and Custodian at or before the stated times: (1) not later than 5:00 p.m. on the eighth Business Day before the applicable Loan Subscription Date, the Offering Materials (as defined below) (which may be in preliminary form Laurus to the extent Offering Materials in final form are not then available), (2) not later than 5:00 p.m. Companies on the sixth Business Day or prior to the applicable Loan Subscription Closing Date. The Companies hereby each further acknowledge and agree that, an AUP Report immediately prior to each borrowing hereunder and immediately after giving effect thereto, the Companies shall be deemed to have certified to Laurus that at the time of each such proposed borrowing and also after giving effect thereto (TALFi) there shall exist no Event of Default, (ii) all representations, warranties and an AUP Report covenants made by the Companies in connection with this Agreement and the Ancillary Agreements are true, correct and complete and (Industryiii) relating all of each Company’s and its respective Subsidiaries’ covenant requirements under this Agreement and the Ancillary Agreements have been met. The Companies hereby agree to provide a certificate confirming the foregoing concurrently with each request for a borrowing hereunder. (ii) Notwithstanding the limitations set forth above, if requested by any Company, Laurus retains the right to lend to such Offering Materials Company from time to time such amounts in excess of such limitations as Laurus may determine in its sole discretion. In connection with each such request by one or more Companies, the Companies shall be deemed to have certified, as of the time of such proposed borrowing and immediately after giving effect thereto, to the satisfaction of all Overadvance Conditions. For purposes hereof, “Overadvance Conditions” means (i) no Event of Default shall exist and be continuing as of such date; and (3ii) not later than all representations, warranties and covenants made by the Business Day after any supplement to such Offering Materials is furnished to prospective investors, each such supplement, together Companies in connection with an AUP Report (TALF) the Security Agreement and an update to the earlier AUP Report (Industry); provided, that each such supplement and related AUP Report (TALF) and update to AUP Report (Industry) Ancillary Agreements shall be delivered not later than 5:00 p.m. on true, correct and complete as of such date. The Companies hereby agree to provide a certificate confirming the third Business Day prior to satisfaction of the applicable Loan Subscription Date Overadvance Conditions concurrently with the request for same. (iii) The Companies acknowledge that the exercise of Laurus’ discretionary rights hereunder may result during the Term in one or more increases or decreases in the advance percentages used in determining Accounts Availability and/or Inventory Availability and each of the Offering Materials with respect Companies hereby consent to any such Item of Newly Issued CMBS Collateral increases or decreases which may not be supplemented after such time (other than with respect to final pricing information))limit or restrict advances requested by the Companies. 3.2. On each Loan Subscription Date(iv) If any interest, fees, costs or charges payable to Laurus hereunder are not later than the time that each TALF Agent may submit Loan Requests to Lender pursuant to Section 3.1paid when due, each of the Companies shall thereby be deemed to have requested, and Laurus is hereby authorized at its discretion to make and charge to the Companies’ account, a Loan as of such TALF Agent shall deliver date in an amount equal to Custodian such unpaid interest, fees, costs or charges. (v) If any Company at any time fails to perform or observe any of the preliminary and/or final prospectuscovenants contained in this Agreement or any Ancillary Agreement, offering memorandum and such failure matures into an uncured Event of Default hereunder, Laurus may, but need not, perform or observe such covenant on behalf and in the name, place and stead of such Company (or, at Laurus’ option, in Laurus’ name) and may, but need not, take any and all other actions which Laurus may deem necessary to cure or correct such failure (including the payment of taxes, the satisfaction of Liens, the performance of obligations owed to Account Debtors, lessors or other comparable offering materials obligors, the procurement and maintenance of insurance, the execution of assignments, security agreements and financing statements, and the endorsement of instruments). The amount of all monies expended and all costs and expenses (including any supplements thereto attorneys’ fees and any updates thereoflegal expenses) (collectively, “Offering Materials”) to the extent then available to it (and to the extent not previously delivered), incurred by Laurus in connection with respect to all assets that its Applicable Borrowers desire to have included in the Collateral for the requested Loans; provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates and Legacy CMBS Collateral. 3.3. Not later than 12:00 noon on the fifth Business Day prior to each scheduled Loan Closing Date, in the case of a Loan to be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS Collateral, the Applicable TALF Agent shall deliver to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day (or in the case of a Loan to be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions in the amount of New Acquisition Collateral such Borrowers expect to be able to deliver on the Loan Closing Date as a result of the actual allocations performance or observance of such New Acquisition Collateral agreements or the taking of such action by Laurus shall be charged to the Companies’ account as a Loan and added to the Obligations. To facilitate Laurus’ performance or observance of such covenants by each Company, each Company hereby irrevocably appoints Laurus, or Laurus’ delegate, acting alone, as such Company’s attorney in fact (which appointment is coupled with an interest) with the right (but not the duty), in the event of an uncured Event of Default or otherwise to protect its interest in the Collateral, to create, prepare, complete, execute, deliver, endorse or file in the name and on behalf of such Company any and all instruments, documents, assignments, security agreements, financing statements, applications for insurance and other agreements and writings required to be obtained, executed, delivered or endorsed by such Company. (vi) Laurus will account to Company Agent monthly with a statement of all Loans and other advances, charges and payments made pursuant to this Agreement, and such account rendered by Laurus shall be deemed final, binding and conclusive unless Laurus is notified by Company Agent in writing to the contrary within thirty (30) days of the date each account was rendered specifying the item or items to which objection is made. (vii) During the Term, the Companies may borrow and prepay Loans in accordance with the terms and conditions hereof. (viii) If any Eligible Account is not paid by the underwriters thereof. Failure to deliver Account Debtor within ninety (90) days after the date that such Eligible Account was invoiced or if any Account Debtor asserts a Sales Confirmation deduction, dispute, contingency, set-off, or counterclaim with respect to New Acquisition Collateral any Eligible Account, (a “Delinquent Account”), the Companies shall result in such assets being ineligible jointly and severally (i) reimburse Laurus for inclusion in the Collateral. With respect to Expected ABS Collateral that is not CMBS Collateral, it is understood and agreed that amount of the Eligible Collateral Schedule shall not include any assets Loans made with respect to which (i) Offering Materials shall not have been delivered to Custodian (provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates), such Delinquent Account or (ii) immediately replace such Delinquent Account with an Auditor Attestation and an Indemnity Undertaking shall not have been delivered to Lender (provided, that neither an Auditor Attestation nor an Indemnity Undertaking shall be required to be delivered with respect to SBA Collateral) and (iii) in the case of SBA Collateral other than Development Company Participation Certificates, an SBA Collateral Undertaking shall not have been delivered to Lender, in each case prior to 5:00otherwise Eligible Account.

Loans. 3.1. On each Loan Subscription Date, not later than the time specified by Lender (such time to be posted Subject to the TALF Website terms and conditions set forth herein and in advance of such Loan Subscription Date)the DIP Order, each TALF Agent may submit Lender severally, but not jointly, agrees to Lender, make revolving Loans in U.S. Dollars to the manner specified by Lender Borrower from time to timetime during the Availability Period, a request for Loans on behalf of each Applicable Borrower proposing but not more frequently than once per week (unless otherwise agreed to borrow Loans on in advance in writing by the next scheduled Loan Closing Date (each such request, a “Loan Request”Majority Lenders). Each TALF Agent shall complete the Loan Request in accordance with instructions provided by Custodian from time to time, in the form attached hereto as Appendix 3A or, in the case of a Loan to be secured by CMBS Collateral, Appendix 3B. Lender shall promptly provide Custodian with the information contained in each such Loan Request. Notwithstanding the foregoing, a TALF Agent shall an aggregate principal amount that will not be permitted to submit a Loan Request unless (x) it has previously delivered to Custodian a copy of the Letter of Agreement pursuant to which it became a party hereto and (y) in the case of a Loan to be secured by Newly Issued CMBS Collateral and with respect to each such Item of Newly Issued CMBS Collateral, the following documents shall have been delivered to Lender and Custodian at or before the stated times: (1) not later than 5:00 p.m. on the eighth Business Day before the applicable Loan Subscription Date, the Offering Materials (as defined below) (which may be in preliminary form to the extent Offering Materials in final form are not then available), (2) not later than 5:00 p.m. on the sixth Business Day prior to the applicable Loan Subscription Date, an AUP Report (TALF) and an AUP Report (Industry) relating to such Offering Materials and (3) not later than the Business Day after any supplement to such Offering Materials is furnished to prospective investors, each such supplement, together with an AUP Report (TALF) and an update to the earlier AUP Report (Industry); provided, that each such supplement and related AUP Report (TALF) and update to AUP Report (Industry) shall be delivered not later than 5:00 p.m. on the third Business Day prior to the applicable Loan Subscription Date (and the Offering Materials with respect to any such Item of Newly Issued CMBS Collateral may not be supplemented after such time (other than with respect to final pricing information)). 3.2. On each Loan Subscription Date, not later than the time that each TALF Agent may submit Loan Requests to Lender pursuant to Section 3.1, each such TALF Agent shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum or other comparable offering materials (including any supplements thereto and any updates thereof) (collectively, “Offering Materials”) to the extent then available to it (and to the extent not previously delivered), with respect to all assets that its Applicable Borrowers desire to have included in the Collateral for the requested Loans; provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates and Legacy CMBS Collateral. 3.3. Not later than 12:00 noon on the fifth Business Day prior to each scheduled Loan Closing Date, in the case of a Loan to be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS Collateral, the Applicable TALF Agent shall deliver to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day (or in the case of a Loan to be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions in the amount of New Acquisition Collateral such Borrowers expect to be able to deliver on the Loan Closing Date as a result of the actual allocations of such New Acquisition Collateral by the underwriters thereof. Failure to deliver a Sales Confirmation with respect to New Acquisition Collateral shall result in such assets being ineligible for inclusion in the Collateral. With respect to Expected ABS Collateral that is not CMBS Collateral, it is understood and agreed that the Eligible Collateral Schedule shall not include any assets with respect to which (i) Offering Materials shall not have been delivered to Custodian (provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates)such Lender’s Revolving Credit Exposure exceeding such Lender’s Applicable Percentage of the Loan Limit, (ii) an Auditor Attestation and an Indemnity Undertaking shall not have been delivered to Lender (provided, that neither an Auditor Attestation nor an Indemnity Undertaking shall be required to be delivered with respect to SBA Collateral) the Lenders’ aggregate Revolving Credit Exposures exceeding the Loan Limit and (iii) at any time between the Effective Date through and including the Final DIP Order Entry Date, after giving effect thereto and to the application of the proceeds thereof, (A) such Lender’s Revolving Credit Exposure at such time exceeding such Lender’s Applicable Percentage of the Interim Cap and (B) the Lenders’ aggregate Revolving Credit Exposures at such time exceeding the Interim Cap. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, repay and reborrow the Loans (including any Roll-Up Loans, which the reborrowing thereof shall, for the avoidance of doubt, constitute Loans hereunder). Notwithstanding anything to the contrary in this clause (a), no Loan shall be made if the case making of SBA Collateral other than Development Company Participation Certificates, an SBA Collateral Undertaking shall not have been delivered such Loan would cause the Lenders’ aggregate Revolving Credit Exposures to Lender, then exceed the amount then authorized under the DIP Order then in each case prior to 5:00effect.

Loans. 3.1. On (a) Subject to the terms and conditions hereof, each Loan Subscription Date, not later than the time specified by Term Lender severally agrees to make a term loan (such time to be posted term loan, a “Term Loan” and, collectively, the “Term Loans”) to the TALF Website Borrower on the Effective Date in advance an amount not to exceed the amount of the Term Loan Commitment of such Term Lender. Such Term Loan Subscription Dateshall (i) be denominated in Dollars and (ii) except as hereinafter provided, shall, at the option of the Borrower, be maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Term Loans comprising the same Borrowing shall at all times be of the same Type. Once repaid, Term Loans may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each TALF Agent may submit Lender with a Revolving Loan Commitment severally agrees to Lendermake, in the manner specified by Lender at any time and from time to timetime on or after the Effective Date and prior to the Revolving Loan Maturity Date, a request for Loans on behalf of each Applicable Borrower proposing to borrow Loans on the next scheduled Loan Closing Date revolving loan or revolving loans (each such requesteach, a “Loan RequestRevolving Loan” and, collectively, the “Revolving Loans”) to the Borrower, which Revolving Loans (i) shall be denominated in Dollars, (ii) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that except as otherwise specifically provided in Section 2.10(b). Each TALF Agent , all Revolving Loans comprising the same Borrowing shall complete at all times be of the Loan Request same Type, (iii) may be repaid and reborrowed in accordance with instructions provided by Custodian from time to timethe provisions hereof, in the form attached hereto as Appendix 3A or, in the case of a Loan to be secured by CMBS Collateral, Appendix 3B. Lender shall promptly provide Custodian with the information contained in each such Loan Request. Notwithstanding the foregoing, a TALF Agent and (iv) shall not be permitted exceed for any such Lender at any time outstanding that aggregate principal amount which, when added to submit a Loan Request unless the product of (x) it has previously delivered to Custodian a copy of the Letter of Agreement pursuant to which it became a party hereto such Lender’s RL Percentage and (y) in the case aggregate amount of a Loan to be secured by Newly Issued CMBS Collateral all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with respect to each such Item of Newly Issued CMBS Collateralthe incurrence of, the following documents shall have been delivered to Lender and Custodian respective incurrence of Revolving Loans) at or before such time, equals the stated times: (1) not later than 5:00 p.m. on the eighth Business Day before the applicable Revolving Loan Subscription Date, the Offering Materials (as defined below) (which may be in preliminary form to the extent Offering Materials in final form are not then available), (2) not later than 5:00 p.m. on the sixth Business Day prior to the applicable Loan Subscription Date, an AUP Report (TALF) and an AUP Report (Industry) relating to such Offering Materials and (3) not later than the Business Day after any supplement to such Offering Materials is furnished to prospective investors, each such supplement, together with an AUP Report (TALF) and an update to the earlier AUP Report (Industry); provided, that each such supplement and related AUP Report (TALF) and update to AUP Report (Industry) shall be delivered not later than 5:00 p.m. on the third Business Day prior to the applicable Loan Subscription Date (and the Offering Materials with respect to any such Item of Newly Issued CMBS Collateral may not be supplemented after such time (other than with respect to final pricing information)). 3.2. On each Loan Subscription Date, not later than the time that each TALF Agent may submit Loan Requests to Lender pursuant to Section 3.1, each such TALF Agent shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum or other comparable offering materials (including any supplements thereto and any updates thereof) (collectively, “Offering Materials”) to the extent then available to it (and to the extent not previously delivered), with respect to all assets that its Applicable Borrowers desire to have included in the Collateral for the requested Loans; provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates and Legacy CMBS Collateral. 3.3. Not later than 12:00 noon on the fifth Business Day prior to each scheduled Loan Closing Date, in the case of a Loan to be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS Collateral, the Applicable TALF Agent shall deliver to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day (or in the case of a Loan to be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions in the amount of New Acquisition Collateral such Borrowers expect to be able to deliver on the Loan Closing Date as a result of the actual allocations Commitment of such New Acquisition Collateral by the underwriters thereof. Failure to deliver a Sales Confirmation with respect to New Acquisition Collateral shall result in Lender at such assets being ineligible for inclusion in the Collateral. With respect to Expected ABS Collateral that is not CMBS Collateral, it is understood and agreed that the Eligible Collateral Schedule shall not include any assets with respect to which (i) Offering Materials shall not have been delivered to Custodian (provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates), (ii) an Auditor Attestation and an Indemnity Undertaking shall not have been delivered to Lender (provided, that neither an Auditor Attestation nor an Indemnity Undertaking shall be required to be delivered with respect to SBA Collateral) and (iii) in the case of SBA Collateral other than Development Company Participation Certificates, an SBA Collateral Undertaking shall not have been delivered to Lender, in each case prior to 5:00time.

Loans. 3.1. On each Loan Subscription Date, not later than the time specified by Lender (such time to be posted a) Subject to the TALF Website terms and conditions set forth in advance this Agreement and so long as no Default or Event of Default has occurred and is continuing, during the Revolving Credit Period, Lender agrees to make such Loan Subscription Date)loans to Borrower (individually, each TALF Agent a “Loan” and collectively, the “Loans”) as Borrower may submit to Lender, in the manner specified by Lender from time to time, a time request for Loans on behalf of each Applicable Borrower proposing pursuant to borrow Loans on the next scheduled Loan Closing Date (each such request, a “Loan Request”)Section 2.02. Each TALF Agent Loan under this Section 2.01(a) which is a Daily Reset Loan shall complete the be for an aggregate principal amount of at least $50,000.00 or any larger multiple of $10,000.00. Each Loan Request in accordance with instructions provided by Custodian from time to time, in the form attached hereto as Appendix 3A or, in the case under this Section 2.01(a) which is a LIBOR Loan shall be for an aggregate principal amount of a Loan to be secured by CMBS Collateral, Appendix 3B. Lender shall promptly provide Custodian with the information contained in each such Loan Request. Notwithstanding the foregoing, a TALF Agent shall not be permitted to submit a Loan Request unless (x) it has previously delivered to Custodian a copy at least $1,000,000.00 or any larger multiple of the Letter of Agreement pursuant to which it became a party hereto and (y) in the case of a Loan to be secured by Newly Issued CMBS Collateral and with respect to each such Item of Newly Issued CMBS Collateral, the following documents shall have been delivered to Lender and Custodian at or before the stated times: (1) not later than 5:00 p.m. on the eighth Business Day before the applicable Loan Subscription Date, the Offering Materials (as defined below) (which may be in preliminary form to the extent Offering Materials in final form are not then available), (2) not later than 5:00 p.m. on the sixth Business Day prior to the applicable Loan Subscription Date, an AUP Report (TALF) and an AUP Report (Industry) relating to such Offering Materials and (3) not later than the Business Day after any supplement to such Offering Materials is furnished to prospective investors, each such supplement, together with an AUP Report (TALF) and an update to the earlier AUP Report (Industry)$250,000.00; provided, that each such supplement Borrower may not have outstanding and related AUP Report Lender shall not be obligated to make more than eight (TALF) and update to AUP Report (Industry) 8) LIBOR Loans at any one time. The aggregate principal amount of Loans that Lender shall be delivered required to have outstanding under this Agreement as of any date shall not later than 5:00 p.m. on exceed the third Business Day amount of Lender’s Revolving Credit Commitment as of such date. Within the foregoing limits, Borrower may borrow under this Section 2.01(a), prepay under Section 2.08 and reborrow at any time during the Revolving Credit Period under this Section 2.01(a). All Loans not paid prior to the applicable Loan Subscription Date (last day of the Revolving Credit Period, together with all accrued and the Offering Materials with respect to any such Item of Newly Issued CMBS Collateral may not be supplemented after such time (unpaid interest thereon and all fees and other than with respect to final pricing information)). 3.2. On each Loan Subscription Date, not later than the time that each TALF Agent may submit Loan Requests amounts owing by Borrower to Lender pursuant to Section 3.1, each such TALF Agent shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum or other comparable offering materials (including any supplements thereto and any updates thereof) (collectively, “Offering Materials”) to the extent then available to it (and to the extent not previously delivered), with respect to all assets that its Applicable Borrowers desire to have included in the Collateral for the requested Loans; provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates and Legacy CMBS Collateral. 3.3. Not later than 12:00 noon on the fifth Business Day prior to each scheduled Loan Closing Date, in the case of a Loan to be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS Collateral, the Applicable TALF Agent shall deliver to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon , shall be due and payable on the fourth Business Day last day of the Revolving Credit Period. (or in the case of a Loan to be secured by CMBS Collateral, the fifth Business Dayb) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions in If the amount of New Acquisition Collateral Lender’s Revolving Credit Commitment on any date is less than the Total Revolving Credit Outstandings on such Borrowers expect to be able to deliver on the Loan Closing Date date, whether as a result of Borrower’s election to decrease the actual allocations amount of such New Acquisition Collateral Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) or otherwise, Borrower shall be automatically required (without demand or notice of any kind by Lender, all of which are hereby expressly waived by Borrower) to immediately repay the underwriters thereof. Failure Loans in an amount sufficient to deliver a Sales Confirmation with respect reduce the amount of the Total Revolving Credit Outstandings to New Acquisition Collateral shall result in such assets being ineligible for inclusion in an amount equal to or less than the Collateral. With respect amount of Lender’s Revolving Credit Commitment. (c) Borrower may, upon five (5) Business Days’ prior written notice to Expected ABS Collateral Lender, terminate entirely at any time, or reduce from time to time by an aggregate amount of $1,000,000 or any larger multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitment; provided, however, that is not CMBS Collateral, it is understood and agreed that the Eligible Collateral Schedule shall not include any assets with respect to which (i) Offering Materials at no time shall not have been delivered the amount of Lender’s Revolving Credit Commitment be reduced to Custodian (provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates)a figure less than the Total Revolving Credit Outstanding, (ii) an Auditor Attestation and an Indemnity Undertaking at no time shall not have been delivered the amount of Lender’s Revolving Credit Commitment be reduced to Lender a figure greater than zero (provided, that neither an Auditor Attestation nor an Indemnity Undertaking shall be required to be delivered with respect to SBA Collateral0) but less than $5,000,000 and (iii) in any such termination or reduction shall be permanent and Borrower shall have no right to thereafter reinstate or increase, as the case of SBA Collateral other than Development Company Participation Certificatesmay be, an SBA Collateral Undertaking shall not have been delivered to Lender, in each case prior to 5:00’s Revolving Credit Commitment.

Loans. 3.1. On each (a) Each Loan Subscription Date, not later (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the time specified by Lender (such time to be posted to the TALF Website in advance of such Loan Subscription Date), each TALF Agent may submit to Lender, in the manner specified by Lender from time to time, a request for Loans on behalf of each Applicable Borrower proposing to borrow Loans on the next scheduled Loan Closing Date (each such request, a “Loan Request”). Each TALF Agent shall complete the Loan Request Lenders ratably in accordance with instructions provided their applicable Commitments; provided, however, that the failure of any Lender to make any Loan shall not relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by Custodian from time to timesuch other Lender). For the avoidance of doubt, all Revolving Loans made and other Revolving Credit Exposure incurred under the Revolving Credit Facility will be made or incurred, as applicable, by all Revolving Credit Lenders in accordance with their Pro Rata Percentages until the form attached hereto as Appendix 3A Revolving Credit Maturity Date for the relevant Class of Revolving Credit Commitments (or, if earlier, the date of the termination of the relevant Class of Revolving Credit Commitments in accordance with the terms hereof); thereafter, all Revolving Loans made and other Revolving Credit Exposure incurred under the Revolving Credit Facility will be made by the remaining Revolving Credit Lenders in accordance with their Pro Rata Percentages (after giving effect to the termination of Revolving Credit Commitments of such Class on the applicable Revolving Credit Maturity Date or otherwise in accordance with the terms of this Agreement). Except for Loans deemed made pursuant to Section 2.02(f) or (g) and subject to Section 2.23, the Loans comprising any Borrowing shall be in an aggregate principal amount that is not less than (i) the Minimum Applicable Borrowing Amount for such Loans or (ii) the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.02(f), 2.02(g), 2.08 and 2.16, each Borrowing shall (i) be comprised entirely of (x) in the case of a Loan to be secured by CMBS CollateralUS Dollar-Denominated Loans, Appendix 3B. Lender shall promptly provide Custodian with the information contained in each such Loan Request. Notwithstanding the foregoing, a TALF Agent shall not be permitted to submit a Loan Request unless (x) it has previously delivered to Custodian a copy of the Letter of Agreement pursuant to which it became a party hereto and ABR Loans or Eurodollar Loans or (y) in the case of Alternate Currency Denominated Loans, Canadian Prime Rate Loans, Bankers’ Acceptance Loans, EURIBOR Loans or Sterling LIBOR Loans, in each case as the Borrower may request pursuant to Section 2.03. Each Borrowing of Canadian Dollar-Denominated Revolving Loans shall be incurred (x) as Canadian Prime Rate Loans or (y) (A) in the case of a B/A Lender, by way of the creation of Bankers’ Acceptances on the terms and conditions provided for herein and in Schedule 2.02(b) or (B) in a case of a Non-B/A Lender, by way of the purchase of completed Drafts and the exchange of such Drafts for B/A Equivalent Notes, in each case on the terms and conditions provided for herein and in Schedule 2.02(b). Each Lender may at its option make any Eurocurrency Rate Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided, however, that the Borrower shall not be entitled to request any Borrowing that, if made, would result in more than (x) ten Eurocurrency Rate Borrowings (or such greater number as the Administrative Agent may agree in its sole discretion) outstanding hereunder at any time and (y) five different maturity dates in the aggregate for all outstanding Bankers’ Acceptance Loans (or such greater number as the Administrative Agent may agree in its reasonable sole discretion). (c) Except with respect to Loans deemed made pursuant to Sections 2.01(a), 2.02(f), 2.02(g) and, if applicable, Section 2.28, and subject to Sections 2.03 and 2.23, each Lender shall make each Loan to be secured made by Newly Issued CMBS Collateral and with respect it hereunder on the proposed date thereof by wire transfer of immediately available funds in the Applicable Currency to each such Item the applicable Payment Office of Newly Issued CMBS Collateral, the following documents shall have been delivered to Lender and Custodian at or before the stated times: (1) Administrative Agent not later than 5:00 p.m. 1:00 p.m., and the Administrative Agent shall promptly credit the amounts so received to an account designated by the Borrower in the applicable Borrowing Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the eighth Business Day before date of such Borrowing in accordance with paragraph (c) above and the applicable Loan Subscription DateAdministrative Agent may, in reliance upon such assumption, make available to the Offering Materials (as defined below) (which may be in preliminary form Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent Offering Materials that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Borrower agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower to but excluding the date such amount is repaid to the Administrative Agent at (i) in final form are not then available)the case of the Borrower, a rate per annum equal to the interest rate applicable to the Loans comprising such Borrowing at the time and (ii) in the case of such Lender, (2x) for the first such day, the Overnight Rate and (y) for each day thereafter, (A) in the case of US Dollar-Denominated Loans, the Alternate Base Rate plus the Applicable Percentage for ABR US Revolving Loans comprising such Borrowing, (B) in the case of Canadian Dollar-Denominated Revolving Loans, the Canadian Prime Rate plus the Applicable Percentage for Canadian Prime Rate Multicurrency Revolving Loans comprising such Borrowing and (C) in the case of any other Alternate Currency Denominated Loans, the rate per annum equal to the interest rate applicable to the Alternate Currency Denominated Loans comprising such Borrowing made to the Borrower. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement and (x) the Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease and (y) if the Borrower pays such amount to the Administrative Agent, the amount so paid shall constitute a repayment of such Borrowing by such amount. (e) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request any Eurocurrency Rate Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date applicable to the Loans comprising such Eurocurrency Rate Borrowing. (f) If the relevant US Issuing Bank shall not have received from the Borrower the payment required to be made by Section 2.24(e) within the time specified in such Section, such US Issuing Bank will promptly notify the Administrative Agent of the US L/C Disbursement and the Administrative Agent will promptly notify each US Revolving Credit Lender of such US L/C Disbursement and its Pro Rata Percentage thereof (with the amount of any US L/C Disbursement made in an Approved Alternate L/C Currency to be calculated using the US Dollar Equivalent of such US L/C Disbursement, as determined on the date on which such US L/C Disbursement was made by the relevant US Issuing Bank). Each US Revolving Credit Lender shall pay by wire transfer of immediately available funds in US Dollars to the Administrative Agent not later than 5:00 2:00 p.m. on the sixth Business Day prior to the applicable Loan Subscription Datesuch date (or, an AUP Report (TALF) and an AUP Report (Industry) relating to if such Offering Materials and (3) not US Revolving Credit Lender shall have received such notice later than the Business Day after 12:00 (noon) on any supplement to such Offering Materials is furnished to prospective investors, each such supplement, together with an AUP Report (TALF) and an update to the earlier AUP Report (Industry); provided, that each such supplement and related AUP Report (TALF) and update to AUP Report (Industry) shall be delivered not later than 5:00 p.m. on the third Business Day prior to the applicable Loan Subscription Date (and the Offering Materials with respect to any such Item of Newly Issued CMBS Collateral may not be supplemented after such time (other than with respect to final pricing information)). 3.2. On each Loan Subscription Dateday, not later than 10:00 a.m. on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such US L/C Disbursement as determined above (it being understood that such amount shall be deemed to constitute an ABR US Revolving Loan of such Lender and such payment shall be deemed to have reduced the US L/C Exposure), and the Administrative Agent will promptly pay to the relevant US Issuing Bank amounts so received by it from the US Revolving Credit Lenders. The Administrative Agent will promptly pay to the relevant US Issuing Bank any amounts received by it from the Borrower pursuant to Section 2.24(e) prior to the time that any US Revolving Credit Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the US Revolving Credit Lenders that shall have made such payments and to such US Issuing Bank, as their interests may appear. If any US Revolving Credit Lender shall not have made its Pro Rata Percentage of such US L/C Disbursement available to the Administrative Agent as provided above, such Lender and the Borrower agrees to pay interest on such amount, for each TALF day from and including the date such amount is required to be paid in accordance with this paragraph to but excluding the date such amount is paid, to the Administrative Agent may submit Loan Requests for the account of the relevant US Issuing Bank at (i) in the case of the Borrower, a rate per annum equal to Lender the interest rate applicable to the US Revolving Loans of the relevant Class pursuant to Section 3.1, each such TALF Agent shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum or other comparable offering materials (including any supplements thereto and any updates thereof) (collectively, “Offering Materials”) to the extent then available to it (and to the extent not previously delivered2.06(a), with respect to all assets that its Applicable Borrowers desire to have included and (ii) in the Collateral case of such Lender, for the requested Loans; providedfirst such day, that Offering Materials the Overnight Rate, and for each day thereafter, the interest rate applicable to ABR US Revolving Loans of the relevant Class. (g) If the relevant Multicurrency Issuing Bank shall not be have received from the Borrower the payment required to be delivered with respect made by Section 2.25(e) within the time specified in such Section, such Multicurrency Issuing Bank will promptly notify the Administrative Agent of the Multicurrency L/C Disbursement and the Administrative Agent will promptly notify each Multicurrency Revolving Credit Lender of such Multicurrency L/C Disbursement and its Pro Rata Percentage thereof. Each Multicurrency Revolving Credit Lender shall pay by wire transfer of immediately available funds in the Applicable Currency to SBA Pool Certificates and Legacy CMBS Collateral. 3.3. Not the Administrative Agent not later than 2:00 p.m. on such date (or, if such Multicurrency Revolving Credit Lender shall have received such notice later than 12:00 noon (noon) on any day, not later than 10:00 a.m. on the fifth immediately following Business Day Day), an amount equal to such Lender’s Pro Rata Percentage of such Multicurrency L/C Disbursement as determined above (it being understood that such amount shall be deemed to constitute a Multicurrency Revolving Loan of such Lender and such payment shall be deemed to have reduced the Multicurrency L/C Exposure), and the Administrative Agent will promptly pay to the relevant Multicurrency Issuing Bank amounts so received by it from the Multicurrency Revolving Credit Lenders. The Administrative Agent will promptly pay to the relevant Multicurrency Issuing Bank any amounts received by it from the Borrower pursuant to Section 2.25(e) prior to the time that any Multicurrency Revolving Credit Lender makes any payment pursuant to this paragraph (g); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Multicurrency Revolving Credit Lenders that shall have made such payments and to such Multicurrency Issuing Bank, as their interests may appear. If any Multicurrency Revolving Credit Lender shall not have made its Pro Rata Percentage of such Multicurrency L/C Disbursement available to the Administrative Agent as provided above, such Lender and the Borrower agrees to pay interest on such amount, for each scheduled Loan Closing Dateday from and including the date such amount is required to be paid in accordance with this paragraph to but excluding the date such amount is paid, to the Administrative Agent for the account of the relevant Multicurrency Issuing Bank at (i) in the case of the Borrower, (A) if such Multicurrency L/C Disbursement is payable in US Dollars, a rate per annum equal to the interest rate applicable to the Multicurrency Revolving Loans of the relevant Class pursuant to Section 2.06(a), (B) if such Multicurrency L/C Disbursement is payable in Canadian Dollars, a rate per annum equal to the interest rate applicable to the Multicurrency Revolving Loans of the relevant Class pursuant to Section 2.06(b), and (C) if such Multicurrency L/C Disbursement is payable in any other Alternate Borrowing Currency, a rate per annum equal to the Overnight Rate and (ii) in the case of such Lender, (A) if such Multicurrency L/C Disbursement is payable in US Dollars, for the first such day, the Overnight Rate and for each day thereafter, the interest rate applicable to Multicurrency ABR Revolving Loans of the relevant Class, and (B) if such Multicurrency L/C Disbursement is payable in any Alternate Borrowing Currency, for the first such day, a rate per annum equal to the Overnight Rate and, for each day thereafter, the interest rate applicable to Multicurrency Revolving Loans denominated in the respective Alternate Borrowing Currency of the relevant Class under the applicable clause of Section 2.06 (using, in the case of a Loan to be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS CollateralCanadian Dollar-Denominated Revolving Loans, the Applicable TALF Agent shall deliver interest rate applicable to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day (or in the case of a Loan to be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions in the amount of New Acquisition Collateral such Borrowers expect to be able to deliver on the Loan Closing Date as a result of the actual allocations of such New Acquisition Collateral by the underwriters thereof. Failure to deliver a Sales Confirmation with respect to New Acquisition Collateral shall result in such assets being ineligible for inclusion in the Collateral. With respect to Expected ABS Collateral that is not CMBS Collateral, it is understood and agreed that the Eligible Collateral Schedule shall not include any assets with respect to which (i) Offering Materials shall not have been delivered to Custodian (provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool CertificatesCanadian Prime Rate Borrowing), (ii) an Auditor Attestation and an Indemnity Undertaking shall not have been delivered to Lender (provided, that neither an Auditor Attestation nor an Indemnity Undertaking shall be required to be delivered with respect to SBA Collateral) and (iii) in the case of SBA Collateral other than Development Company Participation Certificates, an SBA Collateral Undertaking shall not have been delivered to Lender, in each case prior to 5:00.

Loans. 3.1. (a) On each Loan Subscription Date, not later than the time specified by Lender (such time to be posted terms and subject to the TALF Website conditions set forth in advance this Agreement, (i) each Revolving Lender hereby agrees to make advances to or on behalf of such Loan Subscription Date)the Borrower (individually, each TALF Agent may submit a “Revolving Loan” and collectively the “Revolving Loans”) and (ii) the Swingline Lender hereby agrees to Lendermake Swingline Loans to or on behalf of the Borrower (individually, in a “Swingline Loan” and collectively the manner specified by Lender “Swingline Loans”) from time to timetime on any date (each such date on which a Loan is made, an “Loan Date”) during the period from the Effective Date to the end of the Revolving Period; provided that there shall be no more than two (2) Loan Dates during any calendar week (for the avoidance of doubt, a request for Swingline Refund Date is not in and of itself a Loan Date). The Multicurrency Loans shall be made solely by the Multicurrency Lenders and the Dollar Loans shall be made solely by the Dollar Lenders, in each case in accordance with Section 2.2(d). Swingline Loans will only be funded in Dollars. The Borrower shall not request, and the Lenders shall have no obligation to advance, any Loan during the Revolving Period if the Advance Rate Cap Condition is not satisfied or would not be satisfied on a pro forma basis after taking into account any such advance of a Loan. (b) Each Term Lender hereby agrees to make advances to or on behalf of each Applicable the Borrower proposing to borrow Loans on the next scheduled Loan Closing Date (each such requestindividually, a “Loan RequestTerm Loan” and collectively the “Term Loans”)) on the related Funding Date, pursuant to an Assignment Agreement or on any Conversion Date in each case in an aggregate principal amount at any one time outstanding up to but not exceeding (i) such Term Lender’s Term Commitment and (ii) as to all Term Lenders, the Total Term Commitment at such time. Each TALF Agent The Multicurrency Loans shall complete be made solely by the Loan Request Multicurrency Lenders and the Dollar Loans shall be made solely by the Dollar Lenders, in each case in accordance with instructions provided by Custodian from time to time, in the form attached hereto as Appendix 3A or, in the case of a Loan to be secured by CMBS Collateral, Appendix 3B. Lender shall promptly provide Custodian with the information contained in each such Loan Request. Notwithstanding the foregoing, a TALF Agent shall not be permitted to submit a Loan Request unless (x) it has previously delivered to Custodian a copy of the Letter of Agreement pursuant to which it became a party hereto and (y) in the case of a Loan to be secured by Newly Issued CMBS Collateral and with respect to each such Item of Newly Issued CMBS Collateral, the following documents shall have been delivered to Lender and Custodian at or before the stated times: (1) not later than 5:00 p.m. on the eighth Business Day before the applicable Loan Subscription Date, the Offering Materials (as defined below) (which may be in preliminary form to the extent Offering Materials in final form are not then available), (2) not later than 5:00 p.m. on the sixth Business Day prior to the applicable Loan Subscription Date, an AUP Report (TALF) and an AUP Report (Industry) relating to such Offering Materials and (3) not later than the Business Day after any supplement to such Offering Materials is furnished to prospective investors, each such supplement, together with an AUP Report (TALF) and an update to the earlier AUP Report (Industry); provided, that each such supplement and related AUP Report (TALF) and update to AUP Report (Industry) shall be delivered not later than 5:00 p.m. on the third Business Day prior to the applicable Loan Subscription Date (and the Offering Materials with respect to any such Item of Newly Issued CMBS Collateral may not be supplemented after such time (other than with respect to final pricing information)Section 2.2(d). 3.2. On each (c) Under no circumstances shall any Lender make a Revolving Loan Subscription Dateor a Swingline Loan if, not later than the time that each TALF Agent may submit after giving effect to such Loan Requests to Lender pursuant to Section 3.1, each such TALF Agent shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum or other comparable offering materials (including any supplements thereto and any updates thereof) (collectively, “Offering Materials”) to the extent then available to it (and to the extent not previously delivered), with respect to all assets that its Applicable Borrowers desire to have included in the Collateral for the requested Loans; provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates and Legacy CMBS Collateral. 3.3. Not later than 12:00 noon on the fifth Business Day prior to each scheduled Loan Closing Date, in the case purchase of a Loan to be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS Collateral, the Applicable TALF Agent shall deliver to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day (or in the case of a Loan to be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions in the amount of New Acquisition Collateral such Borrowers expect to be able to deliver on the Loan Closing Date as a result of the actual allocations of such New Acquisition Collateral by the underwriters thereof. Failure to deliver a Sales Confirmation with respect to New Acquisition Collateral shall result in such assets being ineligible for inclusion in the Collateral. With respect to Expected ABS Collateral that is not CMBS Collateral, it is understood and agreed that the Eligible Collateral Schedule shall not include any assets with respect to which Obligations in connection therewith, (i) Offering Materials shall not have been delivered to Custodian (provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates)an Unmatured Event of Default or an Event of Default would exist, (ii) an Auditor Attestation and an Indemnity Undertaking shall not have been delivered to Lender (providedif immediately after giving effect thereto, that neither an Auditor Attestation nor an Indemnity Undertaking shall be required to be delivered with respect to SBA Collateral) and a Borrowing Base Deficiency would exist or (iii) in the case Loans outstanding (using the Applicable Conversion Rate) would exceed the Facility Amount, (iv) the Foreign Currency Loan Amount would exceed the Foreign Currency Sublimit on such day, (v) a violation of SBA Collateral other than Development Company Participation CertificatesApplicable Law would occur or (vi) the Advance Rate Cap Condition is not satisfied. Subject to the terms of this Agreement, an SBA Collateral Undertaking shall not have been delivered during the Revolving Period, the Borrower may borrow, reborrow, repay and prepay (subject to Lender, in each case prior to 5:00the provisions of Section 2.4) one or more Revolving Loans.

Loans. 3.1. On each any day on which Airgas shall have requested, or shall be deemed to have requested, a Revolving U.S. Loan Subscription Dateadvance to reimburse a drawing under a U.S. Letter of Credit, not later than the time specified U.S. Agent shall give notice to the U.S. Lenders that a Revolving U.S. Loan has been requested or deemed requested by Lender (such time Airgas to be posted made in connection with a drawing under a U.S. Letter of Credit, in which case a Revolving U.S. Loan advance comprised of U.S. Base Rate Loans (or Eurodollar Loans to the TALF Website extent Airgas has complied with the procedures of Section 2.1(b)(i) with respect thereto) shall be immediately made to Airgas by all U.S. Lenders (notwithstanding any termination of the Commitments pursuant to Section 9.2) pro rata based on the respective U.S. Commitment Percentages of the U.S. Lenders (determined before giving effect to any termination of the Commitments pursuant to Section 9.2) and the proceeds thereof shall be paid directly to the U.S. Issuing Lender for application to the respective U.S. LOC Obligations. Each such U.S. Lender hereby irrevocably agrees to make its pro rata share of each such Revolving U.S. Loan immediately upon any such request or deemed request in advance of such Loan Subscription Date), each TALF Agent may submit to Lenderthe amount, in the manner and on the date specified by Lender from time to timein the preceding sentence notwithstanding (i) the amount of such borrowing may not comply with the minimum amount for advances of Revolving U.S. Loans otherwise required hereunder, (ii) whether any conditions specified in Section 5.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for Loans on behalf of each Applicable Borrower proposing to borrow Loans on the next scheduled Loan Closing Date (each such request, a “Loan Request”). Each TALF Agent shall complete the Loan Request in accordance with instructions provided by Custodian from time to time, in the form attached hereto as Appendix 3A or, in the case of a Revolving U.S. Loan to be secured made by CMBS Collateralthe time otherwise required hereunder, Appendix 3B. Lender shall promptly provide Custodian with (v) whether the information contained in each date of such Loan Request. Notwithstanding the foregoing, borrowing is a TALF Agent shall not be date on which Revolving U.S. Loans are otherwise permitted to submit a Loan Request unless be made hereunder or (xvi) it has previously delivered to Custodian a copy any termination of the Letter of Agreement pursuant Commitments relating thereto immediately prior to which it became a party hereto and (y) in or contemporaneously with such borrowing. In the case of a event that any Revolving U.S. Loan to cannot for any reason be secured by Newly Issued CMBS Collateral and with respect to each such Item of Newly Issued CMBS Collateral, the following documents shall have been delivered to Lender and Custodian at or before the stated times: (1) not later than 5:00 p.m. made on the eighth Business Day before the applicable Loan Subscription Datedate otherwise required above (including, the Offering Materials (as defined below) (which may be in preliminary form to the extent Offering Materials in final form are not then available)without limitation, (2) not later than 5:00 p.m. on the sixth Business Day prior to the applicable Loan Subscription Date, an AUP Report (TALF) and an AUP Report (Industry) relating to such Offering Materials and (3) not later than the Business Day after any supplement to such Offering Materials is furnished to prospective investors, each such supplement, together with an AUP Report (TALF) and an update to the earlier AUP Report (Industry); provided, that each such supplement and related AUP Report (TALF) and update to AUP Report (Industry) shall be delivered not later than 5:00 p.m. on the third Business Day prior to the applicable Loan Subscription Date (and the Offering Materials with respect to any such Item of Newly Issued CMBS Collateral may not be supplemented after such time (other than with respect to final pricing information)). 3.2. On each Loan Subscription Date, not later than the time that each TALF Agent may submit Loan Requests to Lender pursuant to Section 3.1, each such TALF Agent shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum or other comparable offering materials (including any supplements thereto and any updates thereof) (collectively, “Offering Materials”) to the extent then available to it (and to the extent not previously delivered), with respect to all assets that its Applicable Borrowers desire to have included in the Collateral for the requested Loans; provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates and Legacy CMBS Collateral. 3.3. Not later than 12:00 noon on the fifth Business Day prior to each scheduled Loan Closing Date, in the case of a Loan to be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS Collateral, the Applicable TALF Agent shall deliver to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day (or in the case of a Loan to be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions in the amount of New Acquisition Collateral such Borrowers expect to be able to deliver on the Loan Closing Date as a result of the actual allocations commencement of such New Acquisition Collateral by a proceeding under the underwriters thereof. Failure to deliver a Sales Confirmation Bankruptcy Code with respect to New Acquisition Collateral Airgas), then each such U.S. Lender hereby agrees that it shall result forthwith purchase (as of the date such borrowing would otherwise have occurred, but adjusted for any payments received from Airgas on or after such date and prior to such purchase) from the U.S. Issuing Lender such participation in the outstanding U.S. LOC Obligations as shall be necessary to cause each such U.S. Lender to share in such assets being ineligible for inclusion in U.S. LOC Obligations ratably (based upon the Collateral. With respect respective U.S. Commitment Percentages of the U.S. Lenders (determined before giving effect to Expected ABS Collateral that is not CMBS Collateral, it is understood and agreed that any termination of the Eligible Collateral Schedule shall not include any assets with respect Commitments pursuant to which (i) Offering Materials shall not have been delivered to Custodian (provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool CertificatesSection 9.2)), (ii) an Auditor Attestation and an Indemnity Undertaking shall not have been delivered provided that at the time any purchase of participation pursuant to this sentence is actually made, the purchasing U.S. Lender (provided, that neither an Auditor Attestation nor an Indemnity Undertaking shall be required to be delivered with respect pay to SBA Collateral) and (iii) in the case of SBA Collateral other than Development Company Participation Certificates, an SBA Collateral Undertaking shall not have been delivered to U.S. Issuing Lender, to the extent not paid to the Issuer by Airgas in accordance with the terms of subsection (d) hereof, interest on the principal amount of participation purchased for each case prior day from and including the day upon which such borrowing would otherwise have occurred to 5:00but excluding the date of payment for such participation, at the rate equal to, if paid within two (2) Business Days of the date of the Revolving U.S. Loan advance, the Federal Funds Rate, and thereafter at a rate equal to the U.S. Base Rate.

Loans. 3.1(Section 1.1): (a) Term Loan. On each A Loan Subscription Date, not later than (the time specified by Lender (such time to be posted to the TALF Website in advance of such Loan Subscription Date), each TALF Agent may submit to Lender, in the manner specified by Lender from time to time, a request for Loans on behalf of each Applicable Borrower proposing to borrow Loans on the next scheduled Loan Closing Date (each such request, a “Loan Request”). Each TALF Agent shall complete the Loan Request in accordance with instructions provided by Custodian from time to time, in the form attached hereto as Appendix 3A or, in the case of a Loan to be secured by CMBS Collateral, Appendix 3B. Lender shall promptly provide Custodian with the information contained in each such Loan Request. Notwithstanding the foregoing, a TALF Agent shall not be permitted to submit a Loan Request unless (x) it has previously delivered to Custodian a copy of the Letter of Agreement pursuant to which it became a party hereto and (y"Term Loan") in the case amount of a Loan $12,000,000, which shall be disbursed in one disbursement concurrently herewith, and shall be subject to be secured by Newly Issued CMBS Collateral and with respect to each such Item of Newly Issued CMBS Collateral, the following documents shall have been delivered to Lender and Custodian at or before the stated timesterms: (1) not later than 5:00 p.m. From the first disbursement of the Term Loan, Borrower shall repay in full the entire unpaid principal balance of all loans made by SVB and ORIX to Borrower under the Loan and Security Agreement dated November 4, 2003 among ORIX, Borrower and SVB, and all accrued interest thereon and all other sums due in connection therewith. (2) The principal amount of the Term Loan shall be paid as follows: 30 equal monthly payments of $400,000. each, commencing February 1, 2008, and continuing on the eighth Business Day before first day of each succeeding month until the applicable Loan Subscription Maturity Date, on which date the Offering Materials entire unpaid principal balance of the Loans, plus all accrued and unpaid interest shall be due and payable. (3) Accrued interest on the Term Loan for each month shall be payable monthly, by the fifth day of the following month, commencing January 5, 2006, as provided in Section 1.3 above. (4) Loans may not be reborrowed after they have been repaid. SCHEDULE TO LOAN AND SECURITY AGREEMENT (b) Equipment Loans. Loans (the "Equipment Loans") in the total amount of $3,000,000 (including all Existing Equipment Loans, as defined below) (), which may shall be in preliminary form subject to the extent Offering Materials following terms: (1) Loans made pursuant to the Equipment Loan and Security Agreement between Borrower and ORIX dated February 28, 2005 (the "Existing Equipment Loans") shall, for all purposes, be deemed to be "Equipment Loans" hereunder and shall be governed exclusively by this Loan Agreement and shall be subject to all of the terms and conditions hereof. The Existing Equipment Loans shall continue to be paid in final form are not then available33 equal monthly installments, commencing on the first day of the fourth month after the date of the disbursement of such Loan and continuing on the first day of each month thereafter until paid in full. (Thus, for example, for an Existing Term Loan disbursed on March 12, 2005, the first payment of principal would be due on July 1, 2005.), (2) Each Equipment Equipment Loan shall be made in an amount not later than 5:00 p.m. on to exceed 100% of the sixth Business Day net purchase price (as hereinafter defined) of new Equipment, and related software constituting "soft costs" (as hereinafter defined), in each case, purchased by Borrower in an arms length transaction and which meets the following requirements (collectively, the "Specified Equipment and Software"): (A) such Equipment or such software was purchased within 120 days prior to the applicable Loan Subscription Datedate of the disbursement of such Equipment Loan; (B) such Equipment or such software is acceptable to ORIX in its good faith business judgment; (C) such Equipment or such software is subject to a first priority perfected security interest in favor of ORIX (with priority over all other security interests including Permitted Liens). As used herein "net purchase price" means the actual purchase price of the Specified Equipment and Software. Anything herein to the contrary notwithstanding, an AUP Report the total principal amount of Equipment Loans made with respect to the following (TALFcollectively, "soft costs") may not exceed the total principal amount of all Equipment Loans made hereunder: software, leasehold improvements, taxes, freight, delivery, insurance, set-up, training, manuals, fees, service charges and an AUP Report (Industry) relating to such Offering Materials and other similar "soft cost" items. SCHEDULE TO LOAN AND SECURITY AGREEMENT (3) not later than the At least 10 Business Day after any supplement to such Offering Materials is furnished to prospective investors, each such supplement, together with an AUP Report (TALF) and an update to the earlier AUP Report (Industry); provided, that each such supplement and related AUP Report (TALF) and update to AUP Report (Industry) shall be delivered not later than 5:00 p.m. on the third Business Day Days prior to a requested disbursement of an Equipment Loan, Borrower shall provide ORIX with a listing of the applicable Loan Subscription Date (Specified Equipment and the Offering Materials with respect to any such Item of Newly Issued CMBS Collateral may not be supplemented after such time (other than with respect to final pricing information)). 3.2. On each Loan Subscription Date, not later than the time that each TALF Agent may submit Loan Requests to Lender pursuant to Section 3.1, each such TALF Agent shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum or other comparable offering materials Software (including any supplements thereto and any updates thereofdetail relative to applicable soft costs) (collectively, “Offering Materials”) to the extent then available to it (and to the extent not previously delivered), with respect to all assets that its Applicable Borrowers desire to have included in the Collateral for the requested Loans; provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates and Legacy CMBS Collateral. 3.3. Not later than 12:00 noon on the fifth Business Day prior to each scheduled Loan Closing Date, in the case of a Loan to be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS Collateral, the Applicable TALF Agent shall deliver to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day (or in the case of a Loan to be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions in the amount of New Acquisition Collateral such Borrowers expect to be able to deliver on the Loan Closing Date as a result of the actual allocations of such New Acquisition Collateral by the underwriters thereof. Failure to deliver a Sales Confirmation with respect to New Acquisition Collateral shall result in such assets being ineligible for inclusion in the Collateral. With respect to Expected ABS Collateral that is not CMBS Collateral, it is understood and agreed that the Eligible Collateral Schedule shall not include any assets with respect to which the Equipment Loan is to be made, copies of invoices relating thereto and such other information as ORIX shall request in its discretion. (i4) Offering Materials Equipment Loans shall be made in disbursements of not less than $500,000 each. (5) Equipment Loans may not be reborrowed after they have been delivered to Custodian repaid. (provided, that Offering Materials shall 6) Equipment Loans will not be required to be delivered with respect to SBA Pool Certificates)disbursed after December 31, 2005. (ii7) an Auditor Attestation and an Indemnity Undertaking shall not have been delivered to Lender (provided, that neither an Auditor Attestation nor an Indemnity Undertaking The principal amount of each Equipment Loan shall be required to paid as follow: 33 equal monthly installments, commencing on the first day of the fourth month after the date of the disbursement of such Equipment Loan and continuing on the first day of each month thereafter until paid in full. (Thus, for example, for a Equipment Loan disbursed on March 12, 2006, the first payment of principal would be delivered with respect to SBA Collateral) due on July 1, 2006.) (8) Interest accrued on the Equipment Loans for each month shall be payable monthly no later than the fifth day of the following month, and (iii) in the case of SBA Collateral other than Development Company Participation Certificates, an SBA Collateral Undertaking shall not have been delivered to Lender, in each case prior to 5:00at maturity.

Loans. 3.1. On each Loan Subscription Date, not later than the time specified by Lender (such time to be posted a) Subject to the TALF Website in advance of such Loan Subscription Date)terms and conditions set forth herein, each TALF Agent may submit Initial Lender severally agrees to Lender, in the manner specified by Lender from time to time, make a request for Loans on behalf of each Applicable Borrower proposing to borrow Loans on the next scheduled Loan Closing Date single term loan (each such request, a an “Loan Request”). Each TALF Agent shall complete the Loan Request in accordance with instructions provided by Custodian from time to time, in the form attached hereto as Appendix 3A or, in the case of a Loan to be secured by CMBS Collateral, Appendix 3B. Lender shall promptly provide Custodian with the information contained in each such Loan Request. Notwithstanding the foregoing, a TALF Agent shall not be permitted to submit a Loan Request unless (x) it has previously delivered to Custodian a copy of the Letter of Agreement pursuant to which it became a party hereto and (y) in the case of a Loan to be secured by Newly Issued CMBS Collateral and with respect to each such Item of Newly Issued CMBS Collateral, the following documents shall have been delivered to Lender and Custodian at or before the stated times: (1) not later than 5:00 p.m. on the eighth Business Day before the applicable Loan Subscription Date, the Offering Materials (as defined below) (which may be in preliminary form to the extent Offering Materials in final form are not then available), (2) not later than 5:00 p.m. on the sixth Business Day prior to the applicable Loan Subscription Date, an AUP Report (TALF) and an AUP Report (Industry) relating to such Offering Materials and (3) not later than the Business Day after any supplement to such Offering Materials is furnished to prospective investors, each such supplement, together with an AUP Report (TALF) and an update to the earlier AUP Report (Industry); provided, that each such supplement and related AUP Report (TALF) and update to AUP Report (Industry) shall be delivered not later than 5:00 p.m. on the third Business Day prior to the applicable Loan Subscription Date (and the Offering Materials with respect to any such Item of Newly Issued CMBS Collateral may not be supplemented after such time (other than with respect to final pricing information)). 3.2. On each Loan Subscription Date, not later than the time that each TALF Agent may submit Loan Requests to Lender pursuant to Section 3.1, each such TALF Agent shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum or other comparable offering materials (including any supplements thereto and any updates thereof) (collectively, “Offering MaterialsInitial Loan”) to the extent then available to it (and to the extent not previously delivered), with respect to all assets that its Applicable Borrowers desire to have included in the Collateral for the requested Loans; provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates and Legacy CMBS Collateral. 3.3. Not later than 12:00 noon Borrower on the fifth Business Day prior to each scheduled Loan Closing Date, in the case of a Loan to be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS Collateral, the Applicable TALF Agent shall deliver to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day (or in the case of a Loan to be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions Date in the amount of New Acquisition Collateral such Borrowers expect to be able to deliver Initial Lender’s Commitment. The Commitments are not revolving in nature and shall terminate at the close of business on the Closing Date. (b) Each Lender severally agrees, if the Initial Loans have not been repaid prior to the Initial Maturity Date, that the then outstanding principal amount of each of its Initial Loans shall be automatically converted into a loan (individually, an “Extended Loan” and collectively, the “Extended Loans”) to the Borrower on the Initial Maturity Date in an aggregate principal amount equal to the then outstanding principal amount of such Initial Loan Closing Date as a result or Loans upon satisfaction of the actual allocations of such New Acquisition Collateral by the underwriters thereof. Failure to deliver a Sales Confirmation with respect to New Acquisition Collateral shall result in such assets being ineligible for inclusion in the Collateral. With respect to Expected ABS Collateral that is not CMBS Collateral, it is understood and agreed that the Eligible Collateral Schedule shall not include any assets with respect to which following conditions: (i) Offering Materials no Default shall not have been delivered to Custodian (provided, that Offering Materials shall not occurred and be required to be delivered with respect to SBA Pool Certificates), continuing; (ii) an Auditor Attestation and an Indemnity Undertaking the Borrower shall not have been delivered to Lender (providedpaid, that neither an Auditor Attestation nor an Indemnity Undertaking shall be required or caused to be delivered with respect paid, in full all fees then due pursuant to SBA Collateral) and Section 2.06; (iii) in the case of SBA Collateral other than Development Company Participation Certificates, an SBA Collateral Undertaking any Note requested pursuant to Section 2.08 to evidence Extended Loans shall not have been delivered duly issued; and (iv) no order, decree or injunction from any Governmental Authority enjoining the conversion of any Initial Loan into an Extended Loan shall be in effect. Upon the conversion of the Initial Loans into Extended Loans, each Lender shall cancel on its records a principal amount of the Initial Loans held by such Lender corresponding to the principal amount of the Extended Loans issued to such Lender, which corresponding principal amount of the Initial Loans shall be satisfied by the conversion of such Initial Loans into Extended Loans in each case prior to 5:00accordance with this Section 2.01(b).

Loans. 3.1Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of each Borrower herein set forth, each Bank hereby severally agrees to lend to the Borrowers from time to time during the period from and including the Effective Date to but not including the Termination Date its pro rata Share of the Total Commitment. On each Loan Subscription Each Bank's Commitment and the Total Commitment shall expire in full on the Termination Date. Amounts borrowed under this Section 2.01(a) may, subject to the limitations set forth in this Agreement, be repaid and, up to but excluding the Termination Date, not be reborrowed. The Syndicated Loans and all other amounts owed hereunder with respect to the Syndicated Loans shall be paid in full no later than the time specified by Lender (such time Termination Date. Borrowings on any Funding Date with respect to a Syndicated Loan under this Section 2.01(a) shall be posted to in Dollars, or in the TALF Website in advance of such Loan Subscription Date), each TALF Agent may submit to Lenderrequested Alternative Currency, in an aggregate minimum amount of $10,000,000 (or the manner specified by Lender from time to time, a request for Loans on behalf of each Applicable Borrower proposing to borrow Loans on the next scheduled Loan Closing Date (each such request, a “Loan Request”). Each TALF Agent shall complete the Loan Request Currency Equivalent thereof in accordance with instructions provided by Custodian from time to time, in the form attached hereto as Appendix 3A orany Alternative Currency) and integral multiples, in the case of a Loan to be secured by CMBS CollateralLoans denominated in Dollars, Appendix 3B. Lender shall promptly provide Custodian with of $1,000,000 in excess of that amount and, in the information contained case of Loans denominated in each such Loan Requestan Alternative Currency, in integral multiples of 1,000,000 units or, in either case, if less, the unutilized amount of the Total Commitment. Notwithstanding the foregoing, a TALF Agent (i) no Syndicated Loan may be borrowed by any Borrower if the aggregate principal amount of all Loans outstanding hereunder denominated in Dollars together with the Currency Equivalent in Dollars of all Loans denominated in Alternative Currencies, after giving effect to the Loan so requested and all other Loans then requested which have not yet been funded, shall not exceed the Total Commitment then in effect and (ii) no Syndicated Loan may be permitted to submit a Loan Request unless (x) it has previously delivered to Custodian a copy borrowed by any Borrower in an Alternative Currency if the Currency Equivalent in Dollars of the Letter aggregate principal amount of Agreement pursuant all Syndicated Loans outstanding hereunder denominated in Alternative Currencies, after giving effect to the Loan so requested and all other Loans then requested which it became a party hereto and have not yet been funded, shall exceed $200,000,000. For purposes of determining (yA) whether the making of any Borrowing will cause the outstanding aggregate principal amount of Loans denominated in Dollars together with the case Currency Equivalent in Dollars of all Loans denominated in Alternative Currencies to exceed the Total Commitment or (B) whether the making of any Loan in an Alternative Currency will cause the Currency Equivalent in Dollars of the outstanding aggregate principal amount of Loans denominated in Alternative Currencies to exceed $200,000,000, the Administrative Agent will make such determinations three (3) Business Days in advance of a Loan to be secured by Newly Issued CMBS Collateral proposed Borrowing consisting of Eurocurrency Rate Loans and/or Competitive Bid LIBOR Loans and with respect to each such Item of Newly Issued CMBS Collateral, the following documents shall have been delivered to Lender and Custodian at or before the stated times: one (1) not later than 5:00 p.m. on the eighth Business Day before the applicable Loan Subscription Date, the Offering Materials (as defined below) (which may be in preliminary form to the extent Offering Materials in final form are not then available), (2) not later than 5:00 p.m. on the sixth Business Day prior to the applicable Loan Subscription Date, an AUP Report (TALF) and an AUP Report (Industry) relating to such Offering Materials and (3) not later than the Business Day after any supplement to such Offering Materials is furnished to prospective investors, each such supplement, together with an AUP Report (TALF) and an update to the earlier AUP Report (Industry); provided, that each such supplement and related AUP Report (TALF) and update to AUP Report (Industry) shall be delivered not later than 5:00 p.m. on the third Business Day prior to the applicable Loan Subscription Date (and the Offering Materials with respect to any such Item of Newly Issued CMBS Collateral may not be supplemented after such time (other than with respect to final pricing information)). 3.2. On each Loan Subscription Date, not later than the time that each TALF Agent may submit Loan Requests to Lender pursuant to Section 3.1, each such TALF Agent shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum or other comparable offering materials (including any supplements thereto and any updates thereof) (collectively, “Offering Materials”) to the extent then available to it (and to the extent not previously delivered), with respect to all assets that its Applicable Borrowers desire to have included in the Collateral for the requested Loans; provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates and Legacy CMBS Collateral. 3.3. Not later than 12:00 noon on the fifth Business Day prior to each scheduled Loan Closing Date, in the case advance of a proposed Borrowing consisting of Base Rate Loans and/or Competitive Bid Absolute Rate Loans calculating the Currency Equivalent of any Loan to be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS Collateral, the Applicable TALF Agent shall deliver to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day (or denominated in the case of a Loan to be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions in the amount of New Acquisition Collateral such Borrowers expect to be able to deliver on the Loan Closing Date as a result of the actual allocations an Alternative Currency for purposes of such New Acquisition Collateral by a determination at the underwriters thereof. Failure to deliver a Sales Confirmation with respect to New Acquisition Collateral shall result rate of exchange in effect on such assets being ineligible for inclusion in the Collateral. With respect to Expected ABS Collateral that is not CMBS Collateral, it is understood and agreed that the Eligible Collateral Schedule shall not include any assets with respect to which (i) Offering Materials shall not have been delivered to Custodian (provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates), (ii) an Auditor Attestation and an Indemnity Undertaking shall not have been delivered to Lender (provided, that neither an Auditor Attestation nor an Indemnity Undertaking shall be required to be delivered with respect to SBA Collateral) and (iii) in the case of SBA Collateral other than Development Company Participation Certificates, an SBA Collateral Undertaking shall not have been delivered to Lender, in each case prior to 5:00date.

Loans. 3.1. On each Loan Subscription Date, not later than the time specified by Lender (such time to be posted a) Subject to the TALF Website terms and conditions set forth in advance this Agreement and so long as no Default or Event of Default has occurred and is continuing, during the Revolving Credit Period, Lender agrees to make such Loan Subscription Date)loans to Borrower (individually, each TALF Agent a “Loan” and collectively, the “Loans”) as Borrower may submit to Lender, in the manner specified by Lender from time to time, a time request for Loans on behalf of each Applicable Borrower proposing pursuant to borrow Loans on the next scheduled Loan Closing Date (each such request, a “Loan Request”)Section 2.02. Each TALF Agent Loan under this Section 2.01(a) which is a Daily LIBOR Loan shall complete the be for an aggregate principal amount of at least $50,000.00 or any larger multiple of $10,000.00. Each Loan Request in accordance with instructions provided by Custodian from time to time, in the form attached hereto as Appendix 3A or, in the case under this Section 2.01(a) which is a LIBOR Loan shall be for an aggregate principal amount of a Loan to be secured by CMBS Collateral, Appendix 3B. Lender shall promptly provide Custodian with the information contained in each such Loan Request. Notwithstanding the foregoing, a TALF Agent shall not be permitted to submit a Loan Request unless (x) it has previously delivered to Custodian a copy at least $1,000,000.00 or any larger multiple of the Letter of Agreement pursuant to which it became a party hereto and (y) in the case of a Loan to be secured by Newly Issued CMBS Collateral and with respect to each such Item of Newly Issued CMBS Collateral, the following documents shall have been delivered to Lender and Custodian at or before the stated times: (1) not later than 5:00 p.m. on the eighth Business Day before the applicable Loan Subscription Date, the Offering Materials (as defined below) (which may be in preliminary form to the extent Offering Materials in final form are not then available), (2) not later than 5:00 p.m. on the sixth Business Day prior to the applicable Loan Subscription Date, an AUP Report (TALF) and an AUP Report (Industry) relating to such Offering Materials and (3) not later than the Business Day after any supplement to such Offering Materials is furnished to prospective investors, each such supplement, together with an AUP Report (TALF) and an update to the earlier AUP Report (Industry)$250,000.00; provided, that each such supplement Borrower may not have outstanding and related AUP Report Lender shall not be obligated to make more than eight (TALF) and update to AUP Report (Industry) 8) LIBOR Loans at any one time. The aggregate principal amount of Loans that Lender shall be delivered required to have outstanding under this Agreement as of any date shall not later than 5:00 p.m. on exceed the third Business Day amount of Lender’s Revolving Credit Commitment as of such date. Within the foregoing limits, Borrower may borrow under this Section 2.01(a), prepay under Section 2.08 and reborrow at any time during the Revolving Credit Period under this Section 2.01(a). All Loans not paid prior to the applicable Loan Subscription Date (last day of the Revolving Credit Period, together with all accrued and the Offering Materials with respect to any such Item of Newly Issued CMBS Collateral may not be supplemented after such time (unpaid interest thereon and all fees and other than with respect to final pricing information)). 3.2. On each Loan Subscription Date, not later than the time that each TALF Agent may submit Loan Requests amounts owing by Borrower to Lender pursuant to Section 3.1, each such TALF Agent shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum or other comparable offering materials (including any supplements thereto and any updates thereof) (collectively, “Offering Materials”) to the extent then available to it (and to the extent not previously delivered), with respect to all assets that its Applicable Borrowers desire to have included in the Collateral for the requested Loans; provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates and Legacy CMBS Collateral. 3.3. Not later than 12:00 noon on the fifth Business Day prior to each scheduled Loan Closing Date, in the case of a Loan to be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS Collateral, the Applicable TALF Agent shall deliver to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon , shall be due and payable on the fourth Business Day last day of the Revolving Credit Period. (or in the case of a Loan to be secured by CMBS Collateral, the fifth Business Dayb) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions in If the amount of New Acquisition Collateral Lender’s Revolving Credit Commitment on any date is less than the Total Revolving Credit Outstandings on such Borrowers expect to be able to deliver on the Loan Closing Date date, whether as a result of Borrower’s election to decrease the actual allocations amount of such New Acquisition Collateral Lender’s Revolving Credit Commitment pursuant to Section 2.01(c) or otherwise, Borrower shall be automatically required (without demand or notice of any kind by Lender, all of which are hereby expressly waived by Borrower) to immediately repay the underwriters thereof. Failure Loans in an amount sufficient to deliver a Sales Confirmation with respect reduce the amount of the Total Revolving Credit Outstandings to New Acquisition Collateral shall result in such assets being ineligible for inclusion in an amount equal to or less than the Collateral. With respect amount of Lender’s Revolving Credit Commitment. (c) Borrower may, upon five (5) Business Days’ prior written notice to Expected ABS Collateral Lender, terminate entirely at any time, or reduce from time to time by an aggregate amount of $1,000,000 or any larger multiple of $1,000,000 the unused portions of Lender’s Revolving Credit Commitment; provided, however, that is not CMBS Collateral, it is understood and agreed that the Eligible Collateral Schedule shall not include any assets with respect to which (i) Offering Materials at no time shall not have been delivered the amount of Lender’s Revolving Credit Commitment be reduced to Custodian (provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates)a figure less than the Total Revolving Credit Outstanding, (ii) an Auditor Attestation and an Indemnity Undertaking at no time shall not have been delivered the amount of Lender’s Revolving Credit Commitment be reduced to Lender a figure greater than zero (provided, that neither an Auditor Attestation nor an Indemnity Undertaking shall be required to be delivered with respect to SBA Collateral0) but less than $5,000,000 and (iii) in any such termination or reduction shall be permanent and Borrower shall have no right to thereafter reinstate or increase, as the case of SBA Collateral other than Development Company Participation Certificatesmay be, an SBA Collateral Undertaking shall not have been delivered to Lender, in each case prior to 5:00’s Revolving Credit Commitment.

Loans. 3.1(a) Subject to and upon the terms and conditions herein set forth, each Lender having an Initial Term Loan Commitment severally agrees to make a loan or loans (each, an “Initial Term Loan”) to the Borrower, which Initial Term Loans (i) shall not exceed, for any such Lender, the Initial Term Loan Commitment of such Lender, (ii) shall not exceed, in the aggregate, the Total Initial Term Loan Commitment, (iii) shall be made on the Closing Date and shall be denominated in Dollars, (iv) may, at the option of the Borrower, be Incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; provided that all such Initial Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise provided herein, consist entirely of Initial Term Loans of the same Type and (v) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid may not be reborrowed. On each the Initial Term Loan Subscription Maturity Date, all outstanding Initial Term Loans shall be repaid in full. (i) Subject to and upon the terms and conditions herein set forth, each Revolving Credit Lender severally agrees to make a loan or loans (each, a “Revolving Credit Loan”) to the Borrower in U.S. Dollars, which Revolving Credit Loans (A) shall not exceed, for any such Lender, the Revolving Credit Commitment of such Lender, (B) shall not, after giving pro forma effect thereto and to the application of the proceeds thereof, result in such Lender’s Revolving Credit Exposure at such time exceeding such Lender’s Revolving Credit Commitment at such time, (C) shall not, after giving pro forma effect thereto and to the application of the proceeds thereof, at any time result in the aggregate amount of all Lenders’ Revolving Credit Exposures exceeding the Total Revolving Credit Commitment then in effect, (D) shall be made at any time and from time to time on and after the Closing Date and prior to the Revolving Credit Maturity Date (provided that notwithstanding the foregoing, the aggregate amount of all Revolving Credit Loans made on the Closing Date shall not exceed the Initial Revolving Borrowing Amount), (E) may at the option of the Borrower be Incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type and (F) may be repaid and reborrowed in accordance with the provisions hereof. (ii) On the Revolving Credit Maturity Date, all outstanding Revolving Credit Loans shall be repaid in full and the Revolving Credit Commitments shall terminate. (c) Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Eurodollar Loan; provided that (i) any exercise of such option shall not affect the obligation of the Borrower to repay such Eurodollar Loan and (ii) in exercising such option, such Lender shall use its reasonable efforts to minimize any increased costs to the Borrower resulting therefrom (which obligation of the Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.10 shall apply). (i) Subject to and upon the terms and conditions herein set forth, the Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the Closing Date and prior to the Swingline Maturity Date, to make a loan or loans (each, a “Swingline Loan”) to the Borrower in U.S. Dollars, which Swingline Loans (A) shall be ABR Loans, (B) shall have the benefit of the provisions of Section 2.1(d)(ii), (C) shall not exceed at any time outstanding the Swingline Commitment, (D) shall not, after giving pro forma effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of all Lenders’ Revolving Credit Exposures exceeding the Total Revolving Credit Commitment then in effect, (E) may be repaid and reborrowed in accordance with the provisions hereof and (F) shall mature no later than the time specified by date ten Business Days after such Swingline Loan is made. On the Swingline Maturity Date, all outstanding Swingline Loans shall be repaid in full. The Swingline Lender (shall not make any Swingline Loan after receiving a written notice from either the Borrower or the Administrative Agent stating that a Default or an Event of Default exists and is continuing until such time to be posted as the Swingline Lender shall have received written notice (x) of rescission of all such notices from the party or parties originally delivering such notice, (y) of the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or (z) from the Administrative Agent that such Default or Event of Default is no longer continuing. (ii) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the TALF Website Revolving Credit Lenders, with a copy to the Borrower, that all then-outstanding Swingline Loans shall be funded with a Borrowing of Revolving Credit Loans, in advance of which case Revolving Credit Loans constituting ABR Loans (each such Loan Subscription Date)Borrowing, a “Mandatory Borrowing”) shall be made on the same Business Day by all Revolving Credit Lenders pro rata based on each TALF Agent may submit such Lender’s Revolving Credit Commitment Percentage, and the proceeds thereof shall be applied directly to Lender, the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably agrees to make such Revolving Credit Loans upon same Business Days’ notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified to it in writing by the Swingline Lender notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing or (v) any reduction in the Total Revolving Credit Commitment after any such Swingline Loans were made. In the event that, in the sole judgment of the Swingline Lender, any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any Debtor Relief Law in respect of the Borrower), each Revolving Credit Lender hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) such participation of the outstanding Swingline Loans as shall be necessary to cause each such Lender to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages; provided that all principal and interest payable on such Swingline Loans shall be for the account of the Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to the Lender purchasing the same from and after such date of purchase. (iii) The Borrower may, at any time and from time to time, designate as additional Swingline Lenders one or more applicable Revolving Credit Lenders that agree to serve in such capacity as provided below. The acceptance by a request for Revolving Credit Lender of an appointment as a Swingline Lender hereunder shall be evidenced by an agreement, which shall be in form and substance reasonably satisfactory to the Administrative Agent and the Borrower, executed by the Borrower, the Administrative Agent and such designated Swingline Lender, and, from and after the effective date of such agreement, (i) such Revolving Credit Lender shall have all the rights and obligations of a Swingline Lender under this Agreement and (ii) references herein to the term “Swingline Lender” shall be deemed to include such Revolving Credit Lender in its capacity as a lender of Swingline Loans on behalf hereunder. (iv) The Borrower may terminate the appointment of each Applicable Borrower proposing to borrow Loans on the next scheduled Loan Closing Date (each such request, any Swingline Lender as a “Loan Request”)Swingline Lender” hereunder by providing a written notice thereof to such Swingline Lender, with a copy to the Administrative Agent. Each TALF Agent Any such termination shall complete become effective upon the Loan Request in accordance with instructions earlier of (i) the Swingline Lender’s acknowledging receipt of such notice and (ii) the fifth Business Day following the date of the delivery thereof; provided by Custodian from time to time, in that no such termination shall become effective until and unless the form attached hereto as Appendix 3A or, in the case Swingline Exposure of a Loan to be secured by CMBS Collateral, Appendix 3B. such Swingline Lender shall promptly provide Custodian with the information contained in each such Loan Requesthave been reduced to zero. Notwithstanding the foregoingeffectiveness of any such termination, a TALF Agent the terminated Swingline Lender shall not be permitted to submit a Loan Request unless (x) it has previously delivered to Custodian a copy of the Letter of Agreement pursuant to which it became remain a party hereto and (y) in shall continue to have all the case rights of a Loan to be secured by Newly Issued CMBS Collateral and Swingline Lender under this Agreement with respect to each such Item of Newly Issued CMBS Collateral, the following documents shall have been delivered to Lender and Custodian at or before the stated times: (1) not later than 5:00 p.m. on the eighth Business Day before the applicable Loan Subscription Date, the Offering Materials (as defined below) (which may be in preliminary form to the extent Offering Materials in final form are not then available), (2) not later than 5:00 p.m. on the sixth Business Day Swingline Loans made by it prior to the applicable Loan Subscription Datesuch termination, an AUP Report (TALF) and an AUP Report (Industry) relating to such Offering Materials and (3) not later than the Business Day after any supplement to such Offering Materials is furnished to prospective investors, each such supplement, together with an AUP Report (TALF) and an update to the earlier AUP Report (Industry); provided, that each such supplement and related AUP Report (TALF) and update to AUP Report (Industry) shall be delivered not later than 5:00 p.m. on the third Business Day prior to the applicable Loan Subscription Date (and the Offering Materials with respect to any such Item of Newly Issued CMBS Collateral may not be supplemented after such time (other than with respect to final pricing information)). 3.2. On each Loan Subscription Date, not later than the time that each TALF Agent may submit Loan Requests to Lender pursuant to Section 3.1, each such TALF Agent shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum or other comparable offering materials (including any supplements thereto and any updates thereof) (collectively, “Offering Materials”) to the extent then available to it (and to the extent not previously delivered), with respect to all assets that its Applicable Borrowers desire to have included in the Collateral for the requested Loans; provided, that Offering Materials but shall not be required to be delivered with respect to SBA Pool Certificates and Legacy CMBS Collateralmake any additional Swingline Loans. 3.3. Not later than 12:00 noon on the fifth Business Day prior to each scheduled Loan Closing Date, in the case of a Loan to be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS Collateral, the Applicable TALF Agent shall deliver to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day (or in the case of a Loan to be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions in the amount of New Acquisition Collateral such Borrowers expect to be able to deliver on the Loan Closing Date as a result of the actual allocations of such New Acquisition Collateral by the underwriters thereof. Failure to deliver a Sales Confirmation with respect to New Acquisition Collateral shall result in such assets being ineligible for inclusion in the Collateral. With respect to Expected ABS Collateral that is not CMBS Collateral, it is understood and agreed that the Eligible Collateral Schedule shall not include any assets with respect to which (i) Offering Materials shall not have been delivered to Custodian (provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates), (ii) an Auditor Attestation and an Indemnity Undertaking shall not have been delivered to Lender (provided, that neither an Auditor Attestation nor an Indemnity Undertaking shall be required to be delivered with respect to SBA Collateral) and (iii) in the case of SBA Collateral other than Development Company Participation Certificates, an SBA Collateral Undertaking shall not have been delivered to Lender, in each case prior to 5:00

Loans. 3.1. On each Loan Subscription Date, not later than the time specified by Lender (such time to be posted a) Subject to the TALF Website terms and conditions of this Agreement, from the Closing Date and until the Commitment Termination Date (i) Lender agrees to make available to Borrower advances (each, a “Revolving Credit Advance”) in advance of such Loan Subscription Date)an aggregate outstanding amount not to exceed the Borrowing Availability, each TALF Agent and (ii) Borrower may submit to Lender, in the manner specified by Lender at its request from time to timetime borrow, a request for Loans on behalf of each Applicable Borrower proposing to borrow Loans on the next scheduled repay and reborrow under this Section 1.1. The Revolving Credit Loan Closing Date (each such requestshall be evidenced by, a “Loan Request”). Each TALF Agent shall complete the Loan Request and be repayable in accordance with instructions provided the terms of, the Revolving Credit Note and this Agreement. (b) Borrower shall request each Revolving Credit Advance by Custodian from time written notice to time, Lender substantially in the form attached hereto as Appendix 3A or, in the case of Exhibit A (each a Loan to be secured by CMBS Collateral, Appendix 3B. Lender shall promptly provide Custodian with the information contained in each such Loan Request. Notwithstanding the foregoing, a TALF Agent shall not be permitted to submit a Loan Request unless (x“Notice of Revolving Credit Advance”) it has previously delivered to Custodian a copy of the Letter of Agreement pursuant to which it became a party hereto and (y) in the case of a Loan to be secured by Newly Issued CMBS Collateral and with respect to each such Item of Newly Issued CMBS Collateral, the following documents shall have been delivered to Lender and Custodian at or before the stated times: (1) not given no later than 5:00 p.m. 11:00 a.m. New York City time on the eighth Business Day before the applicable Loan Subscription Date, the Offering Materials (as defined below) (which may be in preliminary form to the extent Offering Materials in final form are not then available), (2) not later than 5:00 p.m. on the sixth Business Day prior to the applicable Loan Subscription Date, an AUP Report (TALF) and an AUP Report (Industry) relating to such Offering Materials and (3) not later than the Business Day after of the proposed advance. Lender shall be fully protected under this Agreement in relying upon, and shall be entitled to rely upon, (i) any supplement Notice of Revolving Credit Advance believed by Lender to such Offering Materials is furnished to prospective investorsbe genuine, each such supplementand (ii) the assumption that the Persons making electronic requests or executing and delivering a Notice of Revolving Credit Advance were duly authorized, together with an AUP Report (TALF) and an update unless the responsible individual acting thereon for Lender shall have actual knowledge to the earlier AUP Report (Industry); providedcontrary. As an accommodation to Borrower, that each such supplement Lender may permit telephonic, electronic, or facsimile requests for a Revolving Credit Advance and related AUP Report (TALF) and update to AUP Report (Industry) shall be delivered not later than 5:00 p.m. on the third Business Day prior to the applicable Loan Subscription Date (and the Offering Materials with respect to any such Item electronic or facsimile transmittal of Newly Issued CMBS Collateral may not be supplemented after such time (other than with respect to final pricing information)). 3.2. On each Loan Subscription Dateinstructions, not later than the time that each TALF Agent may submit Loan Requests authorizations, agreements or reports to Lender pursuant by Borrower. Unless Borrower specifically directs Lender in writing not to Section 3.1accept or act upon telephonic, each such TALF Agent facsimile or electronic communications from Borrower, Lender shall deliver have no liability to Custodian the preliminary and/or final prospectus, offering memorandum Borrower for any loss or other comparable offering materials (including any supplements thereto and any updates thereof) (collectively, “Offering Materials”) to the extent then available to it (and to the extent not previously delivered), with respect to all assets that its Applicable Borrowers desire to have included in the Collateral for the requested Loans; provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates and Legacy CMBS Collateral. 3.3. Not later than 12:00 noon on the fifth Business Day prior to each scheduled Loan Closing Date, in the case of a Loan to be secured damage suffered by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS Collateral, the Applicable TALF Agent shall deliver to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day (or in the case of a Loan to be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions in the amount of New Acquisition Collateral such Borrowers expect to be able to deliver on the Loan Closing Date Borrower as a result of Lender’s honoring of any requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to it telephonically, by facsimile or electronically and purporting to have been sent to Lender by Borrower and Lender shall have no duty to verify the actual allocations origin of any such New Acquisition Collateral communication or the identity or authority of the Person sending it. (c) In making any Loan hereunder Lender shall be entitled to rely upon the most recent Borrowing Base Certificate delivered to Lender by the underwriters thereofBorrower and other information available to Lender. Failure Lender shall be under no obligation to make any further Revolving Credit Advance or incur any other Obligation if Borrower shall have failed to deliver a Sales Confirmation with respect to New Acquisition Collateral shall result in such assets being ineligible for inclusion in the Collateral. With respect to Expected ABS Collateral that is not CMBS Collateral, it is understood and agreed that the Eligible Collateral Schedule shall not include any assets with respect to which (i) Offering Materials shall not have been delivered to Custodian (provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates), (ii) an Auditor Attestation and an Indemnity Undertaking shall not have been delivered Borrowing Base Certificate to Lender (providedby the time specified in Section 4.1(e). At Lender’s option, that neither an Auditor Attestation nor an Indemnity Undertaking shall all principal, interest, fees, costs, expenses and other charges provided for in this Agreement or the other Loan Documents may be required charged directly to be delivered with respect to SBA Collateralthe loan account(s) and (iii) in the case of SBA Collateral other than Development Company Participation Certificates, an SBA Collateral Undertaking shall not have been delivered to Borrower maintained by Lender, in each case prior to 5:00.

Loans. 3.1. (a) On each Loan Subscription Date, not later than the time specified by Lender (such time to be posted terms and subject to the TALF Website conditions set forth in advance of such Loan Subscription Date)this Agreement, each TALF Agent may submit Revolving Lender hereby agrees to Lendermake advances to or on behalf of the Borrower (individually, in a “Revolving Loan” and collectively the manner specified by Lender “Revolving Loans”) from time to time, a request for Loans time on behalf of each Applicable Borrower proposing to borrow Loans on the next scheduled Loan Closing Date any date (each such requestdate on which a Loan is made, a “Loan RequestDate”)) during the period from the Effective Date to the end of the Revolving Period. Each TALF Agent The Eligible Currency Loans shall complete be made solely by the Loan Request Multicurrency Lenders and the Dollar Loans shall be made solely by the Dollar Lenders, in each case in accordance with instructions provided by Custodian from time to time, in the form attached hereto as Appendix 3A or, in the case of a Loan to be secured by CMBS Collateral, Appendix 3B. Lender shall promptly provide Custodian with the information contained in each such Loan Request. Notwithstanding the foregoing, a TALF Agent shall not be permitted to submit a Loan Request unless (x) it has previously delivered to Custodian a copy of the Letter of Agreement pursuant to which it became a party hereto and (y) in the case of a Loan to be secured by Newly Issued CMBS Collateral and with respect to each such Item of Newly Issued CMBS Collateral, the following documents shall have been delivered to Lender and Custodian at or before the stated times: (1) not later than 5:00 p.m. on the eighth Business Day before the applicable Loan Subscription Date, the Offering Materials (as defined below) (which may be in preliminary form to the extent Offering Materials in final form are not then available), (2) not later than 5:00 p.m. on the sixth Business Day prior to the applicable Loan Subscription Date, an AUP Report (TALF) and an AUP Report (Industry) relating to such Offering Materials and (3) not later than the Business Day after any supplement to such Offering Materials is furnished to prospective investors, each such supplement, together with an AUP Report (TALF) and an update to the earlier AUP Report (Industry); provided, that each such supplement and related AUP Report (TALF) and update to AUP Report (Industry) shall be delivered not later than 5:00 p.m. on the third Business Day prior to the applicable Loan Subscription Date (and the Offering Materials with respect to any such Item of Newly Issued CMBS Collateral may not be supplemented after such time (other than with respect to final pricing information)Section 2.2(d). 3.2. On each Loan Subscription Date(b) Each Term Lender hereby agrees to make advances to or on behalf of the Borrower (individually, not later than a “Term Loan” and collectively the time that each TALF Agent may submit Loan Requests to Lender pursuant to Section 3.1, each such TALF Agent shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum or other comparable offering materials (including any supplements thereto and any updates thereof) (collectively, “Offering MaterialsTerm Loans”) to the extent then available to it (and to the extent not previously delivered), with respect to all assets that its Applicable Borrowers desire to have included in the Collateral for the requested Loans; provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates and Legacy CMBS Collateral. 3.3. Not later than 12:00 noon on the fifth Business Day prior to each scheduled Loan Closing related Funding Date during the period from the Effective Date until the Term Commitment Termination Date, in the case of a Loan each case, in an aggregate principal amount at any one time outstanding up to be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS Collateral, the Applicable TALF Agent shall deliver to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day (or in the case of a Loan to be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions in the amount of New Acquisition Collateral such Borrowers expect to be able to deliver on the Loan Closing Date as a result of the actual allocations of such New Acquisition Collateral by the underwriters thereof. Failure to deliver a Sales Confirmation with respect to New Acquisition Collateral shall result in such assets being ineligible for inclusion in the Collateral. With respect to Expected ABS Collateral that is but not CMBS Collateral, it is understood and agreed that the Eligible Collateral Schedule shall not include any assets with respect to which exceeding (i) Offering Materials such Term Lender’s Term Commitment and (ii) as to all Term Lenders, the total Term Commitment at such time. The Eligible Currency Loans shall not have been delivered be made solely by the Multicurrency Lenders and the Dollar Loans shall be made solely by the Dollar Lenders, in each case in accordance with Section 2.2(d). (c) Under no circumstances shall any Lender make a Revolving Loan if, after giving effect to Custodian such Loan and any purchase of Eligible Collateral Obligations in connection therewith, (provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates)i) an Unmatured Event of Default or an Event of Default would exist, (ii) an Auditor Attestation and an Indemnity Undertaking shall not have been delivered to Lender (providedif immediately after giving effect thereto, that neither an Auditor Attestation nor an Indemnity Undertaking shall be required to be delivered with respect to SBA Collateral) and a Borrowing Base Deficiency would exist, (iii) the Outstanding Loan Amount (using the Applicable Conversion Rate) would exceed (x) the Facility Amount minus (y) the difference (subject to a minimum of zero) of the Aggregate Exposure Equity Amount minus the equivalent in Dollars of the amount on deposit in the case Unfunded Exposure Account or (iv) the Foreign Currency Loan Amount would exceed the Foreign Currency Sublimit on such day. Subject to the terms of SBA Collateral other than Development Company Participation Certificatesthis Agreement, an SBA Collateral Undertaking shall not have been delivered during the Revolving Period, the Borrower may borrow, reborrow, repay and prepay (subject to Lender, in each case prior to 5:00the provisions of Section 2.4) one or more Revolving Loans.

Loans. 3.1. On each Loan Subscription Date, not later than (a) Subject to and upon the time specified by Lender (such time to be posted to the TALF Website in advance of such Loan Subscription Date)terms and conditions herein set forth, each TALF Agent may submit Lender having an Initial Term Loan Commitment severally agrees to Lender, in the manner specified by Lender from time to time, a request for Loans on behalf of each Applicable Borrower proposing to borrow Loans on the next scheduled Loan Closing Date make (each such request, a “Loan Request”). Each TALF Agent shall complete the Loan Request in accordance with instructions provided by Custodian from time to time, in the form attached hereto as Appendix 3A or, or in the case of any Rollover Lender (as defined in the First Incremental Agreement) on the First Incremental Agreement Effective Date, be deemed to make) (or in the case of any Rollover Lender (as defined in the Second Incremental Agreement) on the Second Incremental Agreement Effective Date, be deemed to make) a Loan loan or loans (each, an “Initial Term Loan”) to be secured by CMBS Collateralthe Borrower, Appendix 3B. Lender shall promptly provide Custodian with the information contained in each such Loan Request. Notwithstanding the foregoing, a TALF Agent which Initial Term Loans (iA) shall not exceed, for any such Lender, the Initial Term Loan Commitment of such Lender, (iiB) shall not exceed, in the aggregate, the Total Initial Term Loan Commitment, (iiiC) shall be permitted to submit a Loan Request unless made (x) it has previously delivered to Custodian a copy in the case of Initial Term Loans made in respect of Initial Term Loan Commitments described in clause (a) of the Letter definition of Agreement pursuant to which it became a party hereto and Initial Term Loan Commitments, on the Closing Date, (y) in the case of a Initial Term Loans made in respect of Initial Term Loan to be secured by Newly Issued CMBS Collateral and with respect to each such Item Commitments described in clause (b) of Newly Issued CMBS Collateralthe definition of Initial Term Loan Commitments, the following documents shall have been delivered to Lender and Custodian at or before the stated times: (1) not later than 5:00 p.m. on the eighth Business Day before the applicable Loan Subscription First Incremental Agreement Effective Date, the Offering Materials (as defined below) (which may be in preliminary form to the extent Offering Materials in final form are not then available), (2) not later than 5:00 p.m. on the sixth Business Day prior to the applicable Loan Subscription Date, an AUP Report (TALF) and an AUP Report (Industry) relating to such Offering Materials and (3) not later than the Business Day after any supplement to such Offering Materials is furnished to prospective investors, each such supplement, together with an AUP Report (TALF) and an update to the earlier AUP Report (Industry); provided, that each such supplement and related AUP Report (TALF) and update to AUP Report (Industry) shall be delivered not later than 5:00 p.m. on the third Business Day prior to the applicable Loan Subscription Date (and the Offering Materials with respect to any such Item of Newly Issued CMBS Collateral may not be supplemented after such time (other than with respect to final pricing information)). 3.2. On each Loan Subscription Date, not later than the time that each TALF Agent may submit Loan Requests to Lender pursuant to Section 3.1, each such TALF Agent shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum or other comparable offering materials (including any supplements thereto and any updates thereof) (collectively, “Offering Materials”) to the extent then available to it (and to the extent not previously delivered), with respect to all assets that its Applicable Borrowers desire to have included in the Collateral for the requested Loans; provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates and Legacy CMBS Collateral. 3.3. Not later than 12:00 noon on the fifth Business Day prior to each scheduled Loan Closing Date, in the case of a Loan to be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS Collateral, the Applicable TALF Agent shall deliver to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day (or in the case of a Loan to be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions in the amount of New Acquisition Collateral such Borrowers expect to be able to deliver on the Loan Closing Date as a result of the actual allocations of such New Acquisition Collateral by the underwriters thereof. Failure to deliver a Sales Confirmation with respect to New Acquisition Collateral shall result in such assets being ineligible for inclusion in the Collateral. With respect to Expected ABS Collateral that is not CMBS Collateral, it is understood and agreed that the Eligible Collateral Schedule shall not include any assets with respect to which (i) Offering Materials shall not have been delivered to Custodian (provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates), (ii) an Auditor Attestation and an Indemnity Undertaking shall not have been delivered to Lender (provided, that neither an Auditor Attestation nor an Indemnity Undertaking shall be required to be delivered with respect to SBA Collateral) and (iiiz) in the case of SBA Collateral other than Development Company Participation CertificatesInitial Term Loans made in respect of Initial Term Loan Commitments described in clause (c) of the definition of Initial Term Loan Commitments, an SBA Collateral Undertaking on the Second Incremental Agreement Effective Date, (ivD) shall be denominated in Dollars, (vE) may, at the option of the Borrower, be Incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; provided that all such Initial Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise provided herein, consist entirely of Initial Term Loans of the same Type and (viF) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid may not have been delivered to Lenderbe reborrowed. On the Initial Term Loan Maturity Date, all outstanding Initial Term Loans shall be repaid in each case prior to 5:00full.

Loans. 3.1. On each Loan Subscription Date(i) Subject to the terms and conditions set forth herein and in the Ancillary Agreements, not later than Laurus may make loans (the time specified by Lender (such "Loans") to Company from time to be posted to time during the TALF Website in advance of such Loan Subscription Date), each TALF Agent may submit to LenderTerm which, in the manner specified by Lender aggregate at any time outstanding, will not exceed the lesser of (x) (I) the Capital Availability Amount minus (II) such reserves as Laurus may reasonably in its good faith judgment deem proper and necessary from time to timetime (including, a request for Loans on behalf without limitation, reserves established to reflect the amount of each Applicable Borrower proposing to borrow Loans on any Priority Payables) (the next scheduled Loan Closing Date (each such request, a “Loan Request”). Each TALF Agent shall complete the Loan Request in accordance with instructions provided by Custodian from time to time, in the form attached hereto as Appendix 3A or, in the case of a Loan to be secured by CMBS Collateral, Appendix 3B. Lender shall promptly provide Custodian with the information contained in each such Loan Request. Notwithstanding the foregoing, a TALF Agent shall not be permitted to submit a Loan Request unless (x"Reserves") it has previously delivered to Custodian a copy of the Letter of Agreement pursuant to which it became a party hereto and (y) an amount equal to (I) the Accounts Availability minus (II) the Reserves. The amount derived at any time from Section 2(a)(i)(y)(I) minus 2(a)(i)(y)(II) shall be referred to as the "Formula Amount". Company shall execute and deliver to Laurus on the Closing Date a Minimum Borrowing Note and a Revolving Note evidencing the Loans funded on the Closing Date. From time to time thereafter, Company shall execute and deliver to Laurus immediately prior to the final funding of each additional $1,000,000 tranche of Loans allocated to any Minimum Borrowing Note issued by Company to Laurus after the date hereof (calculated on a cumulative basis for each such tranche) an additional Minimum Borrowing Note evidencing such tranche, substantially in the case form of the Minimum Borrowing Note delivered by Company to Laurus on the Closing Date. Notwithstanding anything herein to the contrary, whenever during the Term the outstanding balance on the Revolving Note should equal or exceed $1,000,000 to the extent that the outstanding balance on Minimum Borrowing Note shall be less than $500,000 (the difference of $1,000,000 less the actual balance of the Minimum Borrowing Note, the "Available Minimum Borrowing"), such portion of the balance of the Revolving Note as shall equal the Available Minimum Borrowing shall be deemed to be simultaneously extinguished on the Revolving Note and transferred to, and evidenced by, the Minimum Borrowing Note. (ii) Notwithstanding the limitations set forth above, if requested by Company, Laurus retains the right to lend to Company from time to time such amounts in excess of such limitations as Laurus may determine in its sole discretion. (iii) Company acknowledges that the exercise of Laurus' discretionary rights hereunder may result during the Term in one or more increases or decreases in the advance percentages used in determining Accounts Availability and Company hereby consents to any such increases or decreases which may limit or restrict advances requested by Company. (iv) If Company does not pay any interest, fees, costs or charges to Laurus when due, Company shall thereby be deemed to have requested, and Laurus is hereby authorized at its discretion to make and charge to Company's account, a Loan to be secured by Newly Issued CMBS Collateral Company as of such date in an amount equal to such unpaid interest, fees, costs or charges. (v) If Company at any time fails to perform or observe any of the covenants contained in this Agreement or any Ancillary Agreement, Laurus may, but need not, perform or observe such covenant on behalf and with respect in the name, place and stead of Company (or, at Laurus' option, in Laurus' name) and may, but need not, take any and all other actions which Laurus may deem necessary to each cure or correct such Item failure (including the payment of Newly Issued CMBS Collateraltaxes, the following documents shall have been delivered to Lender and Custodian at or before the stated times: (1) not later than 5:00 p.m. on the eighth Business Day before the applicable Loan Subscription Datesatisfaction of Liens, the Offering Materials (as defined below) (which may be in preliminary form performance of obligations owed to Account Debtors, lessors or other obligors, the extent Offering Materials in final form are not then available)procurement and maintenance of insurance, (2) not later than 5:00 p.m. on the sixth Business Day prior to the applicable Loan Subscription Dateexecution of assignments, an AUP Report (TALF) security agreements and an AUP Report (Industry) relating to such Offering Materials and (3) not later than the Business Day after any supplement to such Offering Materials is furnished to prospective investorsfinancing statements, each such supplement, together with an AUP Report (TALF) and an update to the earlier AUP Report (Industry); provided, that each such supplement and related AUP Report (TALF) and update to AUP Report (Industry) shall be delivered not later than 5:00 p.m. on the third Business Day prior to the applicable Loan Subscription Date (and the Offering Materials with respect to any such Item endorsement of Newly Issued CMBS Collateral may not be supplemented after such time (other than with respect to final pricing informationinstruments)). 3.2. On each Loan Subscription Date, not later than the time that each TALF Agent may submit Loan Requests to Lender pursuant to Section 3.1, each such TALF Agent shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum or other comparable offering materials The amount of all monies expended and all costs and expenses (including any supplements thereto reasonable attorneys' fees and any updates thereoflegal expenses) (collectively, “Offering Materials”) to the extent then available to it (and to the extent not previously delivered), incurred by Laurus in connection with respect to all assets that its Applicable Borrowers desire to have included in the Collateral for the requested Loans; provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates and Legacy CMBS Collateral. 3.3. Not later than 12:00 noon on the fifth Business Day prior to each scheduled Loan Closing Date, in the case of a Loan to be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS Collateral, the Applicable TALF Agent shall deliver to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day (or in the case of a Loan to be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions in the amount of New Acquisition Collateral such Borrowers expect to be able to deliver on the Loan Closing Date as a result of the actual allocations performance or observance of such New Acquisition Collateral agreements or the taking of such action by Laurus shall be charged to Company's account as a Loan and added to the Obligations. Solely to facilitate Laurus' performance or observance of such covenants of Company pursuant to this Agreement or any Ancillary Agreement, Company hereby irrevocably appoints Laurus, or Laurus' delegate, acting alone, as Company's attorney in fact (which appointment is coupled with an interest) with the right (but not the duty) from time to time to create, prepare, complete, execute, deliver, endorse or file in the name and on behalf of Company any and all instruments, documents, assignments, security agreements, financing statements, applications for insurance and other agreements and writings required to be obtained, executed delivered or endorsed by Company. (vi) Laurus will account to Company monthly with a statement of all Loans and other advances, charges and payments made pursuant to this Agreement, and such account rendered by Laurus shall be deemed final, binding and conclusive unless Laurus is notified by Company in writing to the contrary within sixty (60) days of the date each account was rendered specifying the item or items to which objection is made. (vii) During the Term, Company may borrow and prepay Loans in accordance with the terms and conditions hereof. (viii) If any Eligible Account is not paid by the underwriters thereof. Failure to deliver Account Debtor within ninety (90) days (or one hundred twenty (120) days for certain Account Debtors as described in clauses (g) and (h) of the definition of Eligible Account below) after the date that such Eligible Account was invoiced or if any Account Debtor asserts a Sales Confirmation deduction, dispute, contingency, set-off, or counterclaim with respect to New Acquisition Collateral shall result in such assets being ineligible any Eligible Account, (a "Delinquent Account"), Company shall, at its option, (i) reimburse Laurus for inclusion in the Collateral. With respect to Expected ABS Collateral that is not CMBS Collateral, it is understood and agreed that amount of the Eligible Collateral Schedule shall not include any assets Loans made with respect to such Delinquent Account or (ii) immediately replace such Delinquent Account with an otherwise Eligible Account. (b) Following the occurrence of an Event of Default which continues to exist and the expiration of all applicable notice and grace periods, Laurus may, at its option, elect to convert the credit facility contemplated hereby to an accounts receivable purchase facility. Upon such election by Laurus (i) Offering Materials prior notice of which Laurus shall not provide to Company), Company shall be deemed to hereby have been sold, assigned, transferred, conveyed and delivered to Custodian Laurus, and Laurus shall be deemed to have purchased and received from Company, all right, title and interest of Company in and to all Accounts which shall at any time constitute Eligible Accounts (provided, that Offering Materials the "Receivables Purchase"). All outstanding Loans hereunder shall be deemed obligations under such accounts receivable purchase facility. The conversion to an accounts receivable purchase facility in accordance with the terms hereof shall not be deemed an exercise by Laurus of its secured creditor rights under Article 9 of the UCC. Immediately following Laurus' request, Company shall execute all such further documentation as may be required by Laurus to be delivered with respect more fully set forth the accounts receivable purchase facility herein contemplated, including, without limitation, Laurus' standard form of accounts receivable purchase agreement and account debtor notification letters, but Company's failure to SBA Pool Certificates), (ii) an Auditor Attestation and an Indemnity Undertaking enter into any such documentation shall not have been delivered to Lender (provided, that neither an Auditor Attestation nor an Indemnity Undertaking shall be required to be delivered with respect to SBA Collateral) and (iii) impair or affect the Receivables Purchase in the case of SBA Collateral other than Development Company Participation Certificates, an SBA Collateral Undertaking shall not have been delivered to Lender, in each case prior to 5:00any manner whatsoever.

Loans. 3.1. (a) On the terms and subject to the conditions of this Agreement, each Lender agrees to make the Initial Loan Subscription to the Borrower, in a single Borrowing on the Closing Date, not later than the time specified by Lender (such time to be posted in a principal amount equal to the TALF Website in advance amount of such Loan Subscription Date), each TALF Agent may submit to Lender, in the manner specified by Lender from time to time, a request for Loans on behalf of each Applicable Borrower proposing to borrow Loans on the next scheduled Loan Closing Date (each such request, a “Loan Request”). Each TALF Agent shall complete the Loan Request in accordance with instructions provided by Custodian from time to time, in the form attached hereto as Appendix 3A or, in the case of a Loan to be secured by CMBS Collateral, Appendix 3B. Lender shall promptly provide Custodian with the information contained in each such Loan Request. Notwithstanding the foregoing, a TALF Agent shall not be permitted to submit a Loan Request unless (x) it has previously delivered to Custodian a copy of the Letter of Agreement pursuant to which it became a party hereto and (y) in the case of a Loan to be secured by Newly Issued CMBS Collateral and ’s Commitment with respect to each the Initial Loan or such Item lesser amount as the Borrower may request in the Borrowing Notice; provided that in the event less than $30,000,000 is borrowed on the Closing Date, any remaining, unused portion of Newly Issued CMBS Collateral, the following documents Lender’s Commitment with respect to the Initial Loan shall have been delivered automatically be terminated and reduced to Lender and Custodian at or before the stated times:zero. (1b) not later than 5:00 p.m. On the terms and subject to the conditions of this Agreement, each Lender agrees to make the Delayed Draw Loan to the Borrower, in a single Borrowing on the eighth Business Day before the applicable Loan Subscription Delayed Draw Date, the Offering Materials (as defined below) (which may be in preliminary form a principal amount equal to the extent Offering Materials amount of such Lender’s Commitment with respect to the Delayed Draw Loan or such lesser amount as the Borrower may request in final form are not then available), (2) not later the Borrowing Notice; provided that in the event less than 5:00 p.m. $15,000,000 is borrowed on the sixth Business Day prior Delayed Draw Date, any remaining, unused portion of the Lender’s Commitment with respect to the applicable Delayed Draw Loan Subscription Date, an AUP Report shall automatically be terminated and reduced to zero. (TALFc) and an AUP Report (Industry) relating to such Offering Materials and (3) not later than the Business Day after any supplement to such Offering Materials is furnished to prospective investors, each such supplement, together with an AUP Report (TALF) and an update to the earlier AUP Report (Industry); provided, that each such supplement and related AUP Report (TALF) and update to AUP Report (Industry) shall be delivered not later than 5:00 p.m. on the third Business Day prior to the applicable Loan Subscription Date (and the Offering Materials No amounts paid or prepaid with respect to any such Item of Newly Issued CMBS Collateral Loan may not be supplemented after such time (other than with respect to final pricing information))reborrowed. 3.2. On each (d) Any term or provision hereof (or of any other Loan Subscription Date, not later than the time that each TALF Agent may submit Loan Requests to Lender pursuant to Section 3.1, each such TALF Agent shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum or other comparable offering materials (including any supplements thereto and any updates thereof) (collectively, “Offering Materials”Document) to the extent then available to it (and contrary notwithstanding, Loans made to the extent not previously delivered), with respect to all assets that its Applicable Borrowers desire to have included Borrower will be denominated solely in the Collateral for the requested Loans; provided, that Offering Materials shall not Dollars and will be required to be delivered with respect to SBA Pool Certificates repayable solely in Dollars and Legacy CMBS Collateralno other currency. 3.3. Not later than 12:00 noon on the fifth Business Day prior to each scheduled Loan Closing Date, in the case of a Loan to be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS Collateral, the Applicable TALF Agent shall deliver to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day (or in the case of a Loan to be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions in the amount of New Acquisition Collateral such Borrowers expect to be able to deliver on the Loan Closing Date as a result of the actual allocations of such New Acquisition Collateral by the underwriters thereof. Failure to deliver a Sales Confirmation with respect to New Acquisition Collateral shall result in such assets being ineligible for inclusion in the Collateral. With respect to Expected ABS Collateral that is not CMBS Collateral, it is understood and agreed that the Eligible Collateral Schedule shall not include any assets with respect to which (i) Offering Materials shall not have been delivered to Custodian (provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates), (ii) an Auditor Attestation and an Indemnity Undertaking shall not have been delivered to Lender (provided, that neither an Auditor Attestation nor an Indemnity Undertaking shall be required to be delivered with respect to SBA Collateral) and (iii) in the case of SBA Collateral other than Development Company Participation Certificates, an SBA Collateral Undertaking shall not have been delivered to Lender, in each case prior to 5:00

Loans. 3.1. (a) On each Loan Subscription the Final Facility Effective Date, not later than the time specified each Roll-Up Lender shall become entitled to roll up an aggregate principal amount of Prepetition Loans held by such Roll-Up Lender (directly or in its capacity as a Participant (as defined in the Prepetition Credit Agreement)) equal to such time Roll-Up Lender’s Prepetition Loan Roll-Up Loan Amount as set forth opposite such Roll-Up Lender’s name on Schedule 2.01(a) into roll-up loans hereunder (the “Roll-Up Loans”). Subject to the terms and conditions set forth herein, on the Final Facility Effective Date, and without any further action by any party to this Agreement, each Roll-Up Lender’s Roll-Up Loans shall, from and after such date, be designated as such and administered hereunder. Such designation is not intended to and shall not constitute a payment on account of, or a novation of, the applicable Prepetition Loans and Prepetition Participations, which shall continue to be posted outstanding under the Prepetition Credit Agreement, and administered under this Agreement as Roll-Up Loans. As a consequence of such designation, and solely to enable the Roll-Up Loans to be administered hereunder, effective with such designation and except as otherwise provided in the Prepetition Credit Agreement, each Roll-Up Loan that is the subject of such designation shall from and after such designation constitute a Roll-Up Loan hereunder; provided that, for the avoidance of doubt, the Roll-Up Loans shall continue to be guaranteed by the Guarantors under the Guaranty (as defined in the Prepetition Credit Agreement) and secured by and entitled to the TALF Website benefits of all Liens and security interests created and arising under the Collateral Documents (as defined in advance of such Loan Subscription Datethe Prepetition Credit Agreement), which Liens and security interests shall remain in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, and having the same perfected status and priority, as if such Loans had not been so designated. Each such designation shall be applied on a pro rata basis to each TALF class of Prepetition Loans and Prepetition Participations held by such Roll-Up Lender under the Prepetition Credit Agreement to the extent rolled up under this Agreement as set forth on Schedule 2.01(a). For the avoidance of doubt, each Roll-Up Lender acknowledges and agrees that by accepting the benefits of this Agreement, on the Final Facility Effective Date each Prepetition Lender rolling up loans under this Agreement shall become a party to this Agreement as a Roll-Up Lender hereunder by executing and delivering this Agreement. Amounts rolled up under this Section 2.01(a) and repaid or prepaid may not be reborrowed. The Administrative Agent may submit shall update Schedule 2.01(a) on the Final Facility Effective Date to reflect each Roll-Up Lender’s Roll-Up Loan Amount (which Roll-Up Loan Amount listed on Schedule 2.01(a) shall be conclusive absent manifest error) and deliver such updated Schedule 2.01(a) to the Borrower and the Roll-Up Lenders, in whereupon such updated Schedule 2.01(a) shall constitute Schedule 2.01(a) for all purposes hereunder. (b) Subject to the manner specified by terms and conditions set forth herein, each New Money Lender severally agrees to make loans (each such loan, a “New Money Loan”) to Borrower from time to time, a request for Loans on behalf of each Applicable Borrower proposing to borrow Loans on any Business Day during the next scheduled Loan Closing Date (each such request, a “Loan Request”). Each TALF Agent shall complete the Loan Request in accordance with instructions provided by Custodian from time to timeAvailability Period, in an aggregate amount not to exceed at any time outstanding the form attached hereto as Appendix 3A or, in the case amount of a Loan to be secured by CMBS Collateral, Appendix 3B. Lender shall promptly provide Custodian with the information contained in each such Loan Request. Notwithstanding the foregoing, a TALF Agent shall not be permitted to submit a Loan Request unless (x) it has previously delivered to Custodian a copy of the Letter of Agreement pursuant to which it became a party hereto and (y) in the case of a Loan to be secured by Newly Issued CMBS Collateral and with respect to each such Item of Newly Issued CMBS Collateral, the following documents shall have been delivered to Lender and Custodian at or before the stated times: (1) not later than 5:00 p.m. on the eighth Business Day before the applicable Loan Subscription Date, the Offering Materials (as defined below) (which may be in preliminary form to the extent Offering Materials in final form are not then available), (2) not later than 5:00 p.m. on the sixth Business Day prior to the applicable Loan Subscription Date, an AUP Report (TALF) and an AUP Report (Industry) relating to such Offering Materials and (3) not later than the Business Day after any supplement to such Offering Materials is furnished to prospective investors, each such supplement, together with an AUP Report (TALF) and an update to the earlier AUP Report (Industry)Lender’s Commitment; provided, however, that each such supplement and related AUP Report (TALF) and update to AUP Report (Industry) shall be delivered not later than 5:00 p.m. on the third Business Day prior to the applicable Loan Subscription Date (and the Offering Materials with respect after giving effect to any such Item of Newly Issued CMBS Collateral may not be supplemented after such time Borrowing, (other than with respect to final pricing information)). 3.2. On each Loan Subscription Date, not later than i)(a) the time that each TALF Agent may submit Loan Requests to Lender pursuant to Section 3.1, each such TALF Agent shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum or other comparable offering materials (including any supplements thereto and any updates thereof) (collectively, “Offering Materials”) to the extent then available to it (and to the extent not previously delivered), with respect to all assets that its Applicable Borrowers desire to have included in the Collateral for the requested Loans; provided, that Offering Materials Total New Money Outstandings shall not be required to be delivered with respect to SBA Pool Certificates and Legacy CMBS Collateral. 3.3. Not later than 12:00 noon on exceed the fifth Business Day prior to each scheduled Loan Closing DateAggregate Commitments, in the case of a Loan to be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS Collateral, the Applicable TALF Agent shall deliver to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day (or in the case of a Loan to be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (yb) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions in the amount of New Acquisition Collateral such Borrowers expect to be able to deliver on the Loan Closing Date as a result aggregate Outstanding Amount of the actual allocations New Money Loans of any Lender, plus such New Acquisition Collateral by Lender’s Applicable Percentage of the underwriters thereof. Failure to deliver a Sales Confirmation with respect to New Acquisition Collateral shall result in such assets being ineligible for inclusion in the Collateral. With respect to Expected ABS Collateral that is not CMBS Collateral, it is understood and agreed that the Eligible Collateral Schedule Outstanding Amount of all L/C Obligations shall not include any assets with respect to which (i) Offering Materials shall not have been delivered to Custodian (provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates), exceed such Lender’s Commitment and (ii) an Auditor Attestation and an Indemnity Undertaking during the Interim Period, (a) the Total New Money Outstandings shall not have been delivered to Lender (provided, that neither an Auditor Attestation nor an Indemnity Undertaking shall be required to be delivered with respect to SBA Collateral) exceed the Interim Facility Cap and (iiib) in the case aggregate Outstanding Amount of SBA Collateral other than Development Company Participation Certificatesthe New Money Loans of any Lender, an SBA Collateral Undertaking plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations shall not have been delivered exceed such Lender’s Applicable Percentage of the Interim Facility Cap. Within the limits of each Lender’s Commitment, and subject to Lenderthe other terms and conditions hereof, in each case prior to 5:00Borrower may borrow under this Section 2.01(b), prepay under Section 2.04, and reborrow under this Section 2.01(b). Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.

Loans. 3.1. On each Loan Subscription Date(a) The Lenders hereby establish, not later than on the time specified by Lender (such time to be posted terms and conditions of this Agreement 35 and in reliance upon the representations and warranties made hereunder, a revolving line of credit in favor of the Borrower in the aggregate principal amount up to the TALF Website Total Revolving Credit Commitment and agree to make and remake one or more Loans ("Revolving Loans") to the Borrower, upon the terms and conditions set forth in advance of such Loan Subscription Date)this ARTICLE III, each TALF Agent may submit to Lender, in the manner specified by Lender from time to time, a request for Loans time on behalf of each Applicable Borrower proposing to borrow Loans on any Business Day during the next scheduled Loan Closing Date (each such request, a “Loan Request”). Each TALF Agent shall complete period from the date hereof through the Loan Request in accordance with instructions provided by Custodian from time Termination Date. Subject to timethe provisions of this Agreement (including, in without limitation, the form attached hereto as Appendix 3A or, in the case schedule of a Loan to be secured by CMBS Collateral, Appendix 3B. Lender shall promptly provide Custodian with the information reduction of Revolving Credit Commitments contained in each SECTION 3.2(b) hereof), the Borrower may borrow, repay (without penalty except for LIBOR breakage costs under SECTION 4.11) and reborrow any amount of the Revolving Loans, provided that the aggregate principal amount of Revolving Loans outstanding at any one time may not exceed the Total Revolving Credit Commitment at such Loan Requesttime; and provided further that the amount advanced by any Lender hereunder at any time shall not exceed such Lender's Revolving Credit Commitment at such time. Notwithstanding the foregoing, a TALF Agent no Lender shall not be permitted have any obligation to submit a Loan Request unless (x) it has previously delivered to Custodian a copy lend funds at any time when an Event of Default exists or when there exists any event or condition that, with the lapse of time, giving of notice or making of such advance, would constitute an Event of Default. The parties acknowledge that as of the Letter date hereof, there is outstanding under the Summit Holding Credit Agreement an aggregate principal balance of Agreement pursuant $__________ in respect of the revolving credit facility thereunder (together with interest thereon in an amount equal to which it became a party hereto and (y) in $________________). Effective as of the case of a Loan to be secured by Newly Issued CMBS Collateral and with respect to each such Item of Newly Issued CMBS Collateral, the following documents shall have been delivered to Lender and Custodian at or before the stated times: (1) not later than 5:00 p.m. on the eighth Business Day before the applicable Loan Subscription Closing Date, the Offering Materials Borrower unconditionally assumes Summit Holding's obligation to repay such amounts (as defined below) (which may be in preliminary form together with any other amounts accruing with respect thereto after the date hereof to and including the extent Offering Materials in final form are not then availableClosing Date), (2) not later than 5:00 p.m. on and such revolving loans assumed by the sixth Business Day prior to the applicable Loan Subscription Date, an AUP Report (TALF) and an AUP Report (Industry) relating to such Offering Materials and (3) not later than the Business Day after any supplement to such Offering Materials is furnished to prospective investors, each such supplement, together with an AUP Report (TALF) and an update to the earlier AUP Report (Industry); provided, that each such supplement and related AUP Report (TALF) and update to AUP Report (Industry) Borrower shall be delivered not later than 5:00 p.m. on the third Business Day prior to the applicable Loan Subscription Date (and the Offering Materials with respect to any such Item of Newly Issued CMBS Collateral may not be supplemented after such time (other than with respect to final pricing information)). 3.2. On each Loan Subscription Date, not later than the time that each TALF Agent may submit Loan Requests to Lender pursuant to Section 3.1, each such TALF Agent shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum or other comparable offering materials (including any supplements thereto and any updates thereof) (collectively, “Offering Materials”) to the extent then available to it (and to the extent not previously delivered), with respect to all assets that its Applicable Borrowers desire to have included in the Collateral for the requested Loans; provided, that Offering Materials shall not be required deemed to be delivered with respect converted to SBA Pool Certificates and Legacy CMBS CollateralRevolving Loans hereunder. 3.3. Not later than 12:00 noon on the fifth Business Day prior to each scheduled Loan Closing Date, in the case of a Loan to be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS Collateral, the Applicable TALF Agent shall deliver to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day (or in the case of a Loan to be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions in the amount of New Acquisition Collateral such Borrowers expect to be able to deliver on the Loan Closing Date as a result of the actual allocations of such New Acquisition Collateral by the underwriters thereof. Failure to deliver a Sales Confirmation with respect to New Acquisition Collateral shall result in such assets being ineligible for inclusion in the Collateral. With respect to Expected ABS Collateral that is not CMBS Collateral, it is understood and agreed that the Eligible Collateral Schedule shall not include any assets with respect to which (i) Offering Materials shall not have been delivered to Custodian (provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates), (ii) an Auditor Attestation and an Indemnity Undertaking shall not have been delivered to Lender (provided, that neither an Auditor Attestation nor an Indemnity Undertaking shall be required to be delivered with respect to SBA Collateral) and (iii) in the case of SBA Collateral other than Development Company Participation Certificates, an SBA Collateral Undertaking shall not have been delivered to Lender, in each case prior to 5:00

Loans. 3.1. On (i) Subject to and upon the terms and conditions herein set forth, each Loan Subscription Tranche A Lender severally and not jointly agrees to make Tranche A Loans to the Borrower on the Closing Date, of a sum not later than to exceed such Lender's Commitment Percentage of the time specified by Tranche A Loan Amount. Immediately upon the making of the Tranche A Loans, the Commitments of the Tranche A Lenders shall be automatically terminated. (ii) Subject to and upon the terms and conditions herein set forth, each Tranche B Lender (such time severally and not jointly agrees to be posted make Tranche B Loans to the TALF Website in advance Borrower on the Closing Date, of a sum not to exceed such Lender's Commitment Percentage of the Tranche B Loan Subscription Date)Amount. Immediately upon the making of the Tranche B Loans, each TALF Agent may submit the Commitments of the Tranche B Lenders shall be automatically terminated. (iii) Each Tranche C Lender severally and not jointly agrees to Lender, in make Tranche C Loans to the manner specified by Lender Borrower (x) from time to timetime after the Closing Date but prior to the Last Drawdown Date, a request for Loans on behalf of each Applicable Borrower proposing to borrow Loans on the next scheduled Loan Closing Date date specified in the relevant Draw Request, of a sum equal to (A) such Lender's Commitment Percentage multiplied by (B) the amount requested by the Borrower pursuant to the relevant Draw Request (each such requestloan, together with the Final Loans (as defined below), a “Loan Request”"Subsequent Loan"); and (y) on the Last Drawdown Date if any Commitments remain outstanding, of a sum equal to (A) such Lender's Commitment Percentage multiplied by (B) the sum of (1) the Total Commitment minus (2) the aggregate amount previously borrowed (each such loan, a "Final Loan" and together with the Initial Loans and the Subsequent Loans, the "Loans"). (iv) The aggregate principal amount of the Loans outstanding shall not exceed $595,000,000, as such amount may be increased (i) pursuant to Section 2.1(b) or (ii) by the joinder hereto of new Lenders in accordance with Section 12.7(i). (i) In the event that after the Closing Date the Borrower consummates an Equity Issuance, the Borrower may, upon at least 30 days' notice to the Administrative Agent (who shall promptly provide a copy of such notice to the other Agents and the Lenders) propose to increase the aggregate amount of the Commitments by an amount not to exceed $250,000,000 (the amount of any such increase, the "Increased Commitments"). Each TALF Lender party to this Agreement at such time shall have the right (but no obligation), prior to the expiration of the 30 day period, to elect by written notice to the Borrower and the Administrative Agent to increase its Commitments by a principal amount equal to such Lender's Commitment Percentage multiplied by the Increased Commitments. Each of the Agents shall complete the Loan Request in accordance assist and cooperate with instructions provided by Custodian from time to time, in the form attached hereto as Appendix 3A or, in the case of a Loan to be secured by CMBS Collateral, Appendix 3B. Lender shall promptly provide Custodian with the information contained in each such Loan Request. Notwithstanding the foregoing, a TALF Agent (but shall not be obligated to commit to any Increased Commitments to) the Borrower in connection with obtaining the Increased Commitments. (ii) If any Lender party to this Agreement shall elect not to increase its Commitment pursuant to clause (i) above, the Borrower may designate another financial institution or institutions or investment fund or funds (which may be, but need not be, one or more of the existing Lenders) consented to by the Agents and the Borrower and which would otherwise be permitted to submit be a Loan Request unless (x) it has previously delivered to Custodian a copy of the Letter of Agreement Lender pursuant to Section 12.7 (such consent not to be unreasonably withheld or delayed) (each, a "Potential Lender") which it became a party hereto and at the time agree to (yi) in the case of a Loan to be secured by Newly Issued CMBS Collateral and with respect to each such Item of Newly Issued CMBS CollateralPotential Lender that is an existing Lender, the following documents shall have been delivered to Lender and Custodian at or before the stated times: (1) not later than 5:00 p.m. on the eighth Business Day before the applicable Loan Subscription Date, the Offering Materials (as defined below) (which may be in preliminary form to the extent Offering Materials in final form are not then available), (2) not later than 5:00 p.m. on the sixth Business Day prior to the applicable Loan Subscription Date, an AUP Report (TALF) and an AUP Report (Industry) relating to such Offering Materials increase its Commitment and (3) not later than the Business Day after any supplement to such Offering Materials is furnished to prospective investors, each such supplement, together with an AUP Report (TALF) and an update to the earlier AUP Report (Industry); provided, that each such supplement and related AUP Report (TALF) and update to AUP Report (Industry) shall be delivered not later than 5:00 p.m. on the third Business Day prior to the applicable Loan Subscription Date (and the Offering Materials with respect to any such Item of Newly Issued CMBS Collateral may not be supplemented after such time (other than with respect to final pricing information)). 3.2. On each Loan Subscription Date, not later than the time that each TALF Agent may submit Loan Requests to Lender pursuant to Section 3.1, each such TALF Agent shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum or other comparable offering materials (including any supplements thereto and any updates thereof) (collectively, “Offering Materials”) to the extent then available to it (and to the extent not previously delivered), with respect to all assets that its Applicable Borrowers desire to have included in the Collateral for the requested Loans; provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates and Legacy CMBS Collateral. 3.3. Not later than 12:00 noon on the fifth Business Day prior to each scheduled Loan Closing Date, in the case of a Loan to be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS Collateral, the Applicable TALF Agent shall deliver to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day (or in the case of a Loan to be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions in the amount of New Acquisition Collateral such Borrowers expect to be able to deliver on the Loan Closing Date as a result of the actual allocations of such New Acquisition Collateral by the underwriters thereof. Failure to deliver a Sales Confirmation with respect to New Acquisition Collateral shall result in such assets being ineligible for inclusion in the Collateral. With respect to Expected ABS Collateral that is not CMBS Collateral, it is understood and agreed that the Eligible Collateral Schedule shall not include any assets with respect to which (i) Offering Materials shall not have been delivered to Custodian (provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates), (ii) an Auditor Attestation and an Indemnity Undertaking shall not have been delivered to Lender (provided, that neither an Auditor Attestation nor an Indemnity Undertaking shall be required to be delivered with respect to SBA Collateral) and (iii) in the case of SBA Collateral any other than Development Company Participation Certificatessuch Potential Lender (an "Additional Lender"), an SBA Collateral Undertaking become a party to this Agreement. The sum of the increases in the Commitments of the existing Lenders pursuant to this clause (ii) plus the Commitments of the Additional Lenders shall not have been delivered in the aggregate exceed the amount of the Increased Commitments. (iii) An increase in the aggregate amount of the Commitments pursuant to Lenderthis Section 2.1(b) shall become effective upon the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, by each Additional Lender and by each other Lender whose Commitment is to be increased, setting forth the new Commitments of such Lenders and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the Increased Commitments and such opinions of counsel for the Borrower with respect to the Increased Commitments as the Administrative Agent may reasonably request. So long as no Default is in each case existence or would result therefrom, the Borrower may borrow under the Increased Commitments by following the procedures with respect to Borrowings set forth herein; provided that (i) Installment Amounts shall be payable with respect to Loans under the Increased Commitment on the next succeeding date on which Installment Amounts would otherwise be due and shall be paid on such dates thereafter, and (ii) the Maturity Date with respect to Loans under the Increased Commitments shall be the same as for the other Loans. (c) Any failure by the Borrower to borrow the Required Amount on or before the Last Drawdown Date, or any voluntary termination of the Commitments prior to 5:00the Last Drawdown Date, shall result in the immediate and automatic termination of all of the remaining Commitments, and the Borrower shall, immediately upon such failure to borrow or termination, pay to the Administrative Agent (for distribution to the Lenders) a fee equal to the product of (i) the then prevailing Prepayment Premium multiplied by (ii) the sum of (x) the Total Commitment (excluding the ------------- Increased Commitments) minus (y) all amounts borrowed by the Borrower prior ----- to the date thereof. (d) The Initial Loans shall consist of Tranche A

Loans. 3.1. On (a) Subject to and upon the terms and conditions contained herein, each Loan Subscription Date, Lender severally (and not later than jointly) agrees to make its Pro Rata Share of Revolving Loans to Borrowers from time to time in amounts requested by Borrowers (or Administrative Borrower on behalf of Borrowers) up to the aggregate amount outstanding for all Lenders at any time specified by Lender equal to the lesser of: (i) the Borrowing Base at such time to or (ii) the Revolving Loan Limit. (b) Except in Agent's discretion, with the consent of all Lenders, or as otherwise provided herein, (i) the aggregate principal amount of the Revolving Loans and Letter of Credit Obligations outstanding at any time shall not exceed the lesser of the Revolving Loan Limit or the Borrowing Base, (ii) the aggregate principal amount of the Revolving Loans and Letter of Credit Obligations outstanding at any time based on the Eligible Inventory shall not exceed the Inventory Loan Limit and (iii) the aggregate principal amount of the Revolving Loans and Letter of Credit Obligations outstanding at any time based on the Eligible Unbilled Accounts or the Eligible Cash Collateral shall not exceed the applicable sublimit set forth within the definition of "Borrowing Base" herein. (c) In the event that (i) the aggregate principal amount of the Revolving Loans and Letter of Credit Obligations outstanding at any time exceed the Borrowing Base or the Revolving Loan Limit, or (ii) the aggregate principal amount of Revolving Loans and Letter of Credit Obligations based on the Eligible Inventory exceed the Inventory Loan Limit, or (iii) the aggregate principal amount of Revolving Loans and Letters of Credit based on the Eligible Unbilled Accounts or the Eligible Cash Collateral exceed the applicable sublimit set forth within the definition of "Borrowing Base" herein, such event shall not limit, waive or otherwise affect any rights of Agent or Lenders in such circumstances or on any future occasions and Borrowers shall, upon demand by Agent, which may be posted to the TALF Website in advance of such Loan Subscription Date), each TALF Agent may submit to Lender, in the manner specified by Lender made at any time or from time to time, a request for Loans on behalf immediately repay to Agent the entire amount of each Applicable Borrower proposing to borrow Loans on the next scheduled Loan Closing Date (each such request, a “Loan Request”). Each TALF Agent shall complete the Loan Request in accordance with instructions provided by Custodian from time to time, in the form attached hereto as Appendix 3A or, in the case of a Loan to be secured by CMBS Collateral, Appendix 3B. Lender shall promptly provide Custodian with the information contained in each such Loan Request. Notwithstanding the foregoing, a TALF Agent shall not be permitted to submit a Loan Request unless (x) it has previously delivered to Custodian a copy of the Letter of Agreement pursuant to which it became a party hereto and (y) in the case of a Loan to be secured by Newly Issued CMBS Collateral and with respect to each such Item of Newly Issued CMBS Collateral, the following documents shall have been delivered to Lender and Custodian at or before the stated times: (1) not later than 5:00 p.m. on the eighth Business Day before the applicable Loan Subscription Date, the Offering Materials (as defined below) (which may be in preliminary form to the extent Offering Materials in final form are not then available), (2) not later than 5:00 p.m. on the sixth Business Day prior to the applicable Loan Subscription Date, an AUP Report (TALF) and an AUP Report (Industry) relating to such Offering Materials and (3) not later than the Business Day after any supplement to such Offering Materials is furnished to prospective investors, each such supplement, together with an AUP Report (TALF) and an update to the earlier AUP Report (Industry); provided, that each such supplement and related AUP Report (TALF) and update to AUP Report (Industry) shall be delivered not later than 5:00 p.m. on the third Business Day prior to the applicable Loan Subscription Date (and the Offering Materials with respect to any such Item of Newly Issued CMBS Collateral may not be supplemented after such time (other than with respect to final pricing information))excess(es) for which payment is demanded. 3.2. On each Loan Subscription Date, not later than the time that each TALF Agent may submit Loan Requests to Lender pursuant to Section 3.1, each such TALF Agent shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum or other comparable offering materials (including any supplements thereto and any updates thereof) (collectively, “Offering Materials”) to the extent then available to it (and to the extent not previously delivered), with respect to all assets that its Applicable Borrowers desire to have included in the Collateral for the requested Loans; provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates and Legacy CMBS Collateral. 3.3. Not later than 12:00 noon on the fifth Business Day prior to each scheduled Loan Closing Date, in the case of a Loan to be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS Collateral, the Applicable TALF Agent shall deliver to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day (or in the case of a Loan to be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions in the amount of New Acquisition Collateral such Borrowers expect to be able to deliver on the Loan Closing Date as a result of the actual allocations of such New Acquisition Collateral by the underwriters thereof. Failure to deliver a Sales Confirmation with respect to New Acquisition Collateral shall result in such assets being ineligible for inclusion in the Collateral. With respect to Expected ABS Collateral that is not CMBS Collateral, it is understood and agreed that the Eligible Collateral Schedule shall not include any assets with respect to which (i) Offering Materials shall not have been delivered to Custodian (provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates), (ii) an Auditor Attestation and an Indemnity Undertaking shall not have been delivered to Lender (provided, that neither an Auditor Attestation nor an Indemnity Undertaking shall be required to be delivered with respect to SBA Collateral) and (iii) in the case of SBA Collateral other than Development Company Participation Certificates, an SBA Collateral Undertaking shall not have been delivered to Lender, in each case prior to 5:00

Loans. 3.1. On each Loan Subscription Date, not later than the time specified by Lender (such time to be posted a) Subject to the TALF Website terms and conditions of this Agreement and the other Loan Documents and Section 2.18 of the Existing Credit Agreement, and in advance of reliance upon the representations and warranties set forth in this Agreement and the other Loan Documents, each Continuing Lender severally agrees to continue its Existing Loans (or the portion thereof as it is allocated by the Agent and notified to such Continuing Lender on or prior to the Closing Date) as a Continued Loan Subscription hereunder on the Closing Date on a cashless roll basis in a principal amount equal to such Existing Loans (or such lower amount as it is allocated by the Agent and notified to such Continuing Lender on or prior to the Closing Date). For the avoidance of doubt, the Existing Loans of a Continuing Lender must be continued in whole and may not be continued in part unless otherwise notified by the Agent prior to the Closing Date. (b) Subject to the terms and conditions of this Agreement and the other Loan Documents and Section 2.18 of the Existing Credit Agreement, and in reliance upon the representations and warranties set forth in this Agreement and the other Loan Documents, each TALF Agent may submit Additional Lender severally agrees to Lender, in make an Initial Loan to the manner specified by Lender from time to time, a request for Loans on behalf of each Applicable Borrower proposing to borrow Loans on the next scheduled Loan Closing Date (each in a principal amount equal to such request, a “Loan Request”). Each TALF Agent shall complete Xxxxxx’s Commitment as of the Loan Request in accordance with instructions provided by Custodian from time to time, in the form attached hereto as Appendix 3A or, in the case of a Loan to be secured by CMBS Collateral, Appendix 3B. Lender shall promptly provide Custodian with the information contained in each such Loan RequestClosing Date. Notwithstanding the foregoing, a TALF Agent shall not be permitted to submit a Loan Request unless (x) it has previously delivered to Custodian a copy if the total Commitments as of the Letter of Agreement pursuant to which it became a party hereto and (y) in the case of a Loan to be secured by Newly Issued CMBS Collateral and with respect to each such Item of Newly Issued CMBS Collateral, the following documents shall have been delivered to Lender and Custodian at or before the stated times: (1) Closing Date are not later than 5:00 p.m. drawn on the eighth Business Day before the applicable Loan Subscription Closing Date, the Offering Materials undrawn amount shall automatically be cancelled. The Initial Loans shall be funded net of the OID Amount. Each Lender’s Initial Commitment shall automatically and without notice be reduced to zero immediately after the funding (as defined belowor cashless roll) of the Initial Loans on the Closing Date. (which c) [Reserved]. (d) Notwithstanding anything in this Agreement to the contrary, the continuation of Existing Loans may be in preliminary form to the extent Offering Materials in final form are not then available), (2) not later than 5:00 p.m. on the sixth Business Day prior to the applicable Loan Subscription Date, an AUP Report (TALF) and an AUP Report (Industry) relating to such Offering Materials and (3) not later than the Business Day after any supplement to such Offering Materials is furnished to prospective investors, each such supplement, together with an AUP Report (TALF) and an update to the earlier AUP Report (Industry); provided, that each such supplement and related AUP Report (TALF) and update to AUP Report (Industry) shall be delivered not later than 5:00 p.m. on the third Business Day prior to the applicable Loan Subscription Date (and the Offering Materials with respect to any such Item of Newly Issued CMBS Collateral may not be supplemented after such time (other than with respect to final pricing information)). 3.2. On each Loan Subscription Date, not later than the time that each TALF Agent may submit Loan Requests to Lender implemented pursuant to Section 3.1other procedures specified by the Agent, each including by replacement of such TALF Agent shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum or other comparable offering materials (including any supplements thereto and any updates thereof) (collectively, “Offering Materials”) to the extent then available Existing Loans by a deemed repayment of such Existing Loans of a Continuing Lender followed by a subsequent deemed assignment to it (and to the extent not previously delivered), with respect to all assets that its Applicable Borrowers desire to have included of new Initial Loans in the Collateral for the requested Loans; provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates and Legacy CMBS Collateralsame amount. 3.3. Not later than 12:00 noon on the fifth Business Day prior to each scheduled Loan Closing Date, in the case of a Loan to be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS Collateral, the Applicable TALF Agent shall deliver to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day (or in the case of a Loan to be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions in the amount of New Acquisition Collateral such Borrowers expect to be able to deliver on the Loan Closing Date as a result of the actual allocations of such New Acquisition Collateral by the underwriters thereof. Failure to deliver a Sales Confirmation with respect to New Acquisition Collateral shall result in such assets being ineligible for inclusion in the Collateral. With respect to Expected ABS Collateral that is not CMBS Collateral, it is understood and agreed that the Eligible Collateral Schedule shall not include any assets with respect to which (i) Offering Materials shall not have been delivered to Custodian (provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates), (ii) an Auditor Attestation and an Indemnity Undertaking shall not have been delivered to Lender (provided, that neither an Auditor Attestation nor an Indemnity Undertaking shall be required to be delivered with respect to SBA Collateral) and (iii) in the case of SBA Collateral other than Development Company Participation Certificates, an SBA Collateral Undertaking shall not have been delivered to Lender, in each case prior to 5:00

Loans. 3.1. On each Loan Subscription Date(i) Subject to the terms and conditions set forth herein and in the Ancillary Agreements, not later than Laurus may make loans (the time specified by Lender (such “Loans”) to Companies from time to be posted to time during the TALF Website in advance of such Loan Subscription Date), each TALF Agent may submit to LenderTerm which, in the manner specified by Lender aggregate at any time outstanding, will not exceed the lesser of (x) (I) the Capital Availability Amount minus (II) such reserves as Laurus may reasonably in its good faith judgment deem proper and necessary from time to time, a request for Loans on behalf of each Applicable Borrower proposing to borrow Loans on time (the next scheduled Loan Closing Date (each such request, a “Loan RequestReserves”). Each TALF Agent shall complete the Loan Request in accordance with instructions provided by Custodian from time to time, in the form attached hereto as Appendix 3A or, in the case of a Loan to be secured by CMBS Collateral, Appendix 3B. Lender shall promptly provide Custodian with the information contained in each such Loan Request. Notwithstanding the foregoing, a TALF Agent shall not be permitted to submit a Loan Request unless (x) it has previously delivered to Custodian a copy of the Letter of Agreement pursuant to which it became a party hereto and (y) in an amount equal to (I) the case of Accounts Availability, plus (II) the Inventory Availability, plus the Stock Availability, minus (IV) the Reserves. The amount derived at any time from Section 2(a)(i)(y)(I) plus Section 2(a)(i)(y)(II) plus Section 2(a)(i)(y)(III) minus 2(a)(i)(y)(IV) shall be referred to as the “Formula Amount.” The Companies shall, jointly and severally, execute and deliver to Laurus on the Closing Date the Revolving Note and a Loan Minimum Borrowing Note evidencing the Loans funded on the Closing Date. From time to be secured by Newly Issued CMBS Collateral and with respect to each such Item of Newly Issued CMBS Collateraltime thereafter, the following documents Companies shall have been delivered jointly and severally execute and deliver to Lender and Custodian at or before the stated times: (1) not later than 5:00 p.m. on the eighth Business Day before the applicable Loan Subscription Date, the Offering Materials (as defined below) (which may be in preliminary form to the extent Offering Materials in final form are not then available), (2) not later than 5:00 p.m. on the sixth Business Day Laurus immediately prior to the applicable Loan Subscription final funding of each additional $2,000,000 tranche of Loans allocated to any Minimum Borrowing Note issued after the date hereof (calculated on a cumulative basis for each such tranche) an additional Minimum Borrowing Note evidencing such tranche, substantially in the form of the Minimum Borrowing Note delivered by the Companies to Laurus on the Closing Date. Notwithstanding anything herein to the contrary, an AUP Report (TALF) and an AUP Report (Industry) relating to such Offering Materials and (3) not later whenever during the Term the outstanding balance on the Minimum Borrowing Note shall be less than the Business Day after any supplement Minimum Borrowing Amount (such amount being referred to such Offering Materials is furnished to prospective investors, each such supplement, together with an AUP Report (TALF) and an update to herein as the earlier AUP Report (Industry); provided, that each such supplement and related AUP Report (TALF) and update to AUP Report (Industry) shall be delivered not later than 5:00 p.m. on the third Business Day prior to the applicable Loan Subscription Date (and the Offering Materials with respect to any such Item of Newly Issued CMBS Collateral may not be supplemented after such time (other than with respect to final pricing information)). 3.2. On each Loan Subscription Date, not later than the time that each TALF Agent may submit Loan Requests to Lender pursuant to Section 3.1, each such TALF Agent shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum or other comparable offering materials (including any supplements thereto and any updates thereof) (collectively, “Offering MaterialsTransferable Amount”) to the extent that the outstanding balance on the Revolving Note should equal or exceed $1,000,000, that portion of the balance of the Revolving Note that exceeds $1,000,000, but does not exceed the Transferable Amount, shall be segregated from the outstanding balance under the Revolving Note and allocated to and aggregated with the then available existing balance of the next unissued serialized Minimum Borrowing Note (the “Next Unissued Serialized Note”); provided that such segregated amount shall remain subject to it the terms and conditions of such Revolving Note until a new serialized Minimum Borrowing Note is issued as set forth below. The Next Unissued Serialized Note shall remain in book entry form until the balance thereunder shall equal the Minimum Borrowing Amount, at which time a new serialized Minimum Borrowing Note in the face amount equal to the Minimum Borrowing Amount will be issued and registered as set forth in the Registration Rights Agreement (and to the extent not previously delivered), with respect to all assets that its Applicable Borrowers desire to have included in outstanding balance under the Collateral for the requested Loans; provided, that Offering Materials Revolving Note shall not at such time be required to be delivered with respect to SBA Pool Certificates and Legacy CMBS Collateral. 3.3. Not later than 12:00 noon on the fifth Business Day prior to each scheduled Loan Closing Date, in the case of a Loan to be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS Collateral, the Applicable TALF Agent shall deliver to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day (or in the case of a Loan to be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions correspondingly reduced in the amount of New Acquisition Collateral such Borrowers expect equal to be able to deliver on the Loan Closing Date Minimum Borrowing Amount as a result of the actual allocations issuance of such New Acquisition Collateral new serialized Minimum Borrowing Note). (ii) Notwithstanding the limitations set forth above, if requested by any Company, Laurus retains the right to lend to such Company from time to time such amounts in excess of such limitations as Laurus may determine in its sole discretion. (iii) The Companies acknowledge that the exercise of Laurus’ discretionary rights hereunder may result during the Term in one or more increases or decreases in the advance percentages used in determining Accounts Availability, Inventory Availability and/or Stock Availability and each of the Companies hereby consent to any such increases or decreases which may limit or restrict advances requested by the underwriters thereofCompanies. (iv) If any interest, fees, costs or charges payable to Laurus hereunder are not paid when due, each of the Companies shall thereby be deemed to have requested, and Laurus is hereby authorized at its discretion to make and charge to the Companies’ account, a Loan as of such date in an amount equal to such unpaid interest, fees, costs or charges. (v) If any Company at any time fails to perform or observe any of the covenants contained in this Agreement or any Ancillary Agreement, Laurus may, but need not, upon prior written notice to the Company, perform or observe such covenant on behalf and in the name, place and stead of such Company (or, at Laurus’ option, in Laurus’ name) and may, but need not, upon prior written notice to the Company, take any and all other actions which Laurus may deem necessary to cure or correct such failure (including the payment of taxes, the satisfaction of Liens, the performance of obligations owed to Account Debtors, lessors or other obligors, the procurement and maintenance of insurance, the execution of assignments, security agreements and financing statements, and the endorsement of instruments). Failure The amount of all monies expended and all costs and expenses (including attorneys’ fees and legal expenses) incurred by Laurus in connection with or as a result of the performance or observance of such agreements or the taking of such action by Laurus shall be charged to deliver the Companies’ account as a Sales Confirmation Loan and added to the Obligations. To facilitate Laurus’ performance or observance of such covenants by each Company, each Company hereby irrevocably appoints Laurus, or Laurus’ delegate, acting alone, as such Company’s attorney in fact (which appointment is coupled with an interest) with the right (but not the duty) from time to time to create, prepare, complete, execute, deliver, endorse or file in the name and on behalf of such Company any and all instruments, documents, assignments, security agreements, financing statements, applications for insurance and other agreements and writings required to be obtained, executed, delivered or endorsed by such Company. (vi) Laurus will account to Company Agent monthly with a statement of all Loans and other advances, charges and payments made pursuant to this Agreement, and such account rendered by Laurus shall be deemed final, binding and conclusive unless Laurus is notified by Company Agent in writing to the contrary within thirty (30) days of the date each account was rendered specifying the item or items to which objection is made. (vii) During the Term, the Companies may borrow and prepay Loans in accordance with the terms and conditions hereof. (viii) If any Eligible Account is not paid by the Account Debtor within ninety (90) days after the date that such Eligible Account was invoiced or if any Account Debtor asserts a deduction, dispute, contingency, set-off, or counterclaim with respect to New Acquisition Collateral any Eligible Account, (a “Delinquent Account”), the Companies shall result in such assets being ineligible jointly and severally (i) reimburse Laurus for inclusion in the Collateral. With respect to Expected ABS Collateral that is not CMBS Collateral, it is understood and agreed that amount of the Eligible Collateral Schedule shall not include any assets Loans made with respect to which such Delinquent Account plus an adjustment fee in an amount equal to one-half of one percent (i0.50%) Offering Materials shall not have been delivered to Custodian (provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates), of the gross face amount of such Eligible Account or (ii) immediately replace such Delinquent Account with an Auditor Attestation and an Indemnity Undertaking shall not have been delivered to Lender (provided, that neither an Auditor Attestation nor an Indemnity Undertaking shall be required to be delivered with respect to SBA Collateral) and (iii) in the case of SBA Collateral other than Development Company Participation Certificates, an SBA Collateral Undertaking shall not have been delivered to Lender, in each case prior to 5:00otherwise Eligible Account.

Loans. 3.1Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of each Borrower herein set forth, each Bank hereby severally agrees to lend to the Borrowers from time to time during the period from and including the Effective Date to but not including the Termination Date its pro rata Share of the Total Commitment. On each Loan Subscription Each Bank's Commitment and the Total Commitment shall expire in full on the Termination Date. Amounts borrowed under this Section 2.01(a) may, subject to the limitations set forth in this Agreement, be repaid and, up to but excluding the Termination Date, not be reborrowed. The Syndicated Loans and all other amounts owed hereunder with respect to the Syndicated Loans shall be paid in full no later than the time specified by Lender (such time Final Maturity Date. Borrowings on any Funding Date with respect to a Syndicated Loan under this Section 2.01(a) shall be posted to in Dollars, or in the TALF Website in advance of such Loan Subscription Date), each TALF Agent may submit to Lenderrequested Alternative Currency, in an aggregate minimum amount of $10,000,000 (or the manner specified by Lender from time to time, a request for Loans on behalf of each Applicable Borrower proposing to borrow Loans on the next scheduled Loan Closing Date (each such request, a “Loan Request”). Each TALF Agent shall complete the Loan Request Currency Equivalent thereof in accordance with instructions provided by Custodian from time to time, in the form attached hereto as Appendix 3A orany Alternative Currency) and integral multiples, in the case of a Loan to be secured by CMBS CollateralLoans denominated in Dollars, Appendix 3B. Lender shall promptly provide Custodian with of $1,000,000 in excess of that amount and, in the information contained case of Loans denominated in each such Loan Requestan Alternative Currency, in integral multiples of 1,000,000 units or, in either case, if less, the unutilized amount of the Total Commitment. Notwithstanding the foregoing, a TALF Agent (i) no Syndicated Loan may be borrowed by any Borrower if the aggregate principal amount of all Loans outstanding hereunder denominated in Dollars together with the Currency Equivalent in Dollars of all Loans denominated in Alternative Currencies, after giving effect to the Loan so requested and all other Loans then requested which have not yet been funded, shall not exceed the Total Commitment then in effect and (ii) no Syndicated Loan may be permitted to submit a Loan Request unless (x) it has previously delivered to Custodian a copy borrowed by any Borrower in an Alternative Currency if the Currency Equivalent in Dollars of the Letter aggregate principal amount of Agreement pursuant all Syndicated Loans outstanding hereunder denominated in Alternative Currencies, after giving effect to the Loan so requested and all other Loans then requested which it became a party hereto and have not yet been funded, shall exceed $200,000,000. For purposes of determining (yA) whether the making of any Borrowing will cause the outstanding aggregate principal amount of Loans denominated in Dollars together with the case Currency Equivalent in Dollars of all Loans denominated in Alternative Currencies to exceed the Total Commitment or (B) whether the making of any Loan in an Alternative Currency will cause the Currency Equivalent in Dollars of the outstanding aggregate principal amount of Loans denominated in Alternative Currencies to exceed $200,000,000, the Administrative Agent will make such determinations three (3) Business Days in advance of a Loan to be secured by Newly Issued CMBS Collateral proposed Borrowing consisting of Eurocurrency Rate Loans and/or Competitive Bid LIBOR Loans and with respect to each such Item of Newly Issued CMBS Collateral, the following documents shall have been delivered to Lender and Custodian at or before the stated times: one (1) not later than 5:00 p.m. on the eighth Business Day before the applicable Loan Subscription Date, the Offering Materials (as defined below) (which may be in preliminary form to the extent Offering Materials in final form are not then available), (2) not later than 5:00 p.m. on the sixth Business Day prior to the applicable Loan Subscription Date, an AUP Report (TALF) and an AUP Report (Industry) relating to such Offering Materials and (3) not later than the Business Day after any supplement to such Offering Materials is furnished to prospective investors, each such supplement, together with an AUP Report (TALF) and an update to the earlier AUP Report (Industry); provided, that each such supplement and related AUP Report (TALF) and update to AUP Report (Industry) shall be delivered not later than 5:00 p.m. on the third Business Day prior to the applicable Loan Subscription Date (and the Offering Materials with respect to any such Item of Newly Issued CMBS Collateral may not be supplemented after such time (other than with respect to final pricing information)). 3.2. On each Loan Subscription Date, not later than the time that each TALF Agent may submit Loan Requests to Lender pursuant to Section 3.1, each such TALF Agent shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum or other comparable offering materials (including any supplements thereto and any updates thereof) (collectively, “Offering Materials”) to the extent then available to it (and to the extent not previously delivered), with respect to all assets that its Applicable Borrowers desire to have included in the Collateral for the requested Loans; provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates and Legacy CMBS Collateral. 3.3. Not later than 12:00 noon on the fifth Business Day prior to each scheduled Loan Closing Date, in the case advance of a proposed Borrowing consisting of Base Rate Loans and/or Competitive Bid Absolute Rate Loans calculating the Currency Equivalent of any Loan to be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS Collateral, the Applicable TALF Agent shall deliver to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day (or denominated in the case of a Loan to be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions in the amount of New Acquisition Collateral such Borrowers expect to be able to deliver on the Loan Closing Date as a result of the actual allocations an Alternative Currency for purposes of such New Acquisition Collateral by a determination at the underwriters thereof. Failure to deliver a Sales Confirmation with respect to New Acquisition Collateral shall result rate of exchange in effect on such assets being ineligible for inclusion in the Collateral. With respect to Expected ABS Collateral that is not CMBS Collateral, it is understood and agreed that the Eligible Collateral Schedule shall not include any assets with respect to which (i) Offering Materials shall not have been delivered to Custodian (provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates), (ii) an Auditor Attestation and an Indemnity Undertaking shall not have been delivered to Lender (provided, that neither an Auditor Attestation nor an Indemnity Undertaking shall be required to be delivered with respect to SBA Collateral) and (iii) in the case of SBA Collateral other than Development Company Participation Certificates, an SBA Collateral Undertaking shall not have been delivered to Lender, in each case prior to 5:00date.

Loans. 3.1. On each Loan Subscription Date, not later than the time specified by Lender (such time to be posted a) Subject to the TALF Website in advance of such Loan Subscription Date), each TALF Agent may submit to Lender, terms and conditions set forth herein and in the manner specified by Lender Credit Agreement, (i) each person designated as a “Lender” on Schedule I hereto (each a “New Lender”) agrees, severally and not jointly, to make a New Loan to the Borrower on the Amendment Effective Date in an aggregate principal amount not to exceed the amount set forth opposite its name on Schedule I hereto and (ii) from time to time, a request for Loans on behalf and after the making of each Applicable Borrower proposing to borrow the New Loans on the next scheduled Amendment Effective Date, each New Loan Closing Date (each such request, shall be a “Tranche B Term Loan” and a “Loan”, and each New Lender shall be a “Tranche B Term Loan RequestLender” and a “Lender”), under the Credit Agreement. Each TALF Agent The proceeds of the New Loans shall complete be used by the Borrower solely to make the Loan Request in accordance with instructions provided by Custodian from time to time, in the form attached hereto as Appendix 3A or, in the case of a Loan to be secured by CMBS Collateral, Appendix 3B. Lender shall promptly provide Custodian with the information contained in each such Loan Request. Notwithstanding the foregoing, a TALF Agent shall not be permitted to submit a Loan Request unless (x) it has previously delivered to Custodian a copy of the Letter of Agreement pursuant to which it became a party hereto and (y) in the case of a Loan to be secured by Newly Issued CMBS Collateral and with respect to each such Item of Newly Issued CMBS Collateral, the following documents shall have been delivered to Lender and Custodian at or before the stated times: (1) not later than 5:00 p.m. on the eighth Business Day before the applicable Loan Subscription Date, the Offering Materials Repayment (as defined below) and to pay fees and expenses incurred in connection therewith. (which may b) On the Amendment Effective Date, the Borrower shall repay all Old Loans outstanding under the Credit Agreement, together with accrued and unpaid interest thereon, with the proceeds of the New Loans and cash on hand of the Borrower (the “Loan Repayment”). Upon the Borrower’s making of the Loan Repayment, each of the Lenders receiving such Loan Repayment, other than those lenders that are New Lenders, shall cease to be in preliminary form a party to the extent Offering Materials Credit Agreement and shall be released from all further obligations thereunder and shall have no further rights thereunder or any rights to or interest in final form are not then available)any Collateral; provided, however, that such Lenders shall continue to be entitled to the benefits (2in accordance with the Credit Agreement) not later than 5:00 p.m. on of Sections 2.10, 2.11, 5.4 and 13.5 of the sixth Business Day Credit Agreement as in effect immediately prior to the applicable Loan Subscription Amendment Effective Date; provided further, an AUP Report (TALF) and an AUP Report (Industry) relating to such Offering Materials and (3) not later than the Business Day after any supplement to such Offering Materials is furnished to prospective investors, each such supplement, together with an AUP Report (TALF) and an update to the earlier AUP Report (Industry); providedhowever, that each the obligations of such supplement and related AUP Report (TALF) and update Lenders pursuant to AUP Report (Industry) shall be delivered not later than 5:00 p.m. on Section 12.7 of the third Business Day Credit Agreement as in effect immediately prior to the applicable Loan Subscription Amendment Effective Date (and the Offering Materials with respect to any such Item of Newly Issued CMBS Collateral may not be supplemented after such time (other than with respect to final pricing information)). 3.2. On each Loan Subscription Date, not later than the time that each TALF Agent may submit Loan Requests to Lender shall continue pursuant to Section 3.1, each such TALF Agent shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum or other comparable offering materials (including any supplements thereto and any updates terms thereof) (collectively, “Offering Materials”) to the extent then available to it (and to the extent not previously delivered), with respect to all assets that its Applicable Borrowers desire to have included in the Collateral for the requested Loans; provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates and Legacy CMBS Collateral. 3.3. Not later than 12:00 noon on the fifth Business Day prior to each scheduled Loan Closing Date, in the case of a Loan to be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS Collateral, the Applicable TALF Agent shall deliver to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day (or in the case of a Loan to be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions in the amount of New Acquisition Collateral such Borrowers expect to be able to deliver on the Loan Closing Date as a result of the actual allocations of such New Acquisition Collateral by the underwriters thereof. Failure to deliver a Sales Confirmation with respect to New Acquisition Collateral shall result in such assets being ineligible for inclusion in the Collateral. With respect to Expected ABS Collateral that is not CMBS Collateral, it is understood and agreed that the Eligible Collateral Schedule shall not include any assets with respect to which (i) Offering Materials shall not have been delivered to Custodian (provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates), (ii) an Auditor Attestation and an Indemnity Undertaking shall not have been delivered to Lender (provided, that neither an Auditor Attestation nor an Indemnity Undertaking shall be required to be delivered with respect to SBA Collateral) and (iii) in the case of SBA Collateral other than Development Company Participation Certificates, an SBA Collateral Undertaking shall not have been delivered to Lender, in each case prior to 5:00

Loans. 3.1. On each Loan Subscription Date(i) Subject to the terms and conditions set forth herein and in the Ancillary Agreements, not later than Laurus may make loans (the time specified by Lender (such “Loans”) to Companies from time to be posted to time during the TALF Website in advance of such Loan Subscription Date), each TALF Agent may submit to LenderTerm which, in the manner specified by Lender aggregate at any time outstanding, will not exceed the lesser of (x) (I) the Capital Availability Amount minus (II) such reserves as Laurus may reasonably in its good faith judgment deem proper and necessary from time to time, a request for Loans on behalf of each Applicable Borrower proposing to borrow Loans on time (the next scheduled Loan Closing Date (each such request, a “Loan RequestReserves”). Each TALF Agent shall complete the Loan Request in accordance with instructions provided by Custodian from time to time, in the form attached hereto as Appendix 3A or, in the case of a Loan to be secured by CMBS Collateral, Appendix 3B. Lender shall promptly provide Custodian with the information contained in each such Loan Request. Notwithstanding the foregoing, a TALF Agent shall not be permitted to submit a Loan Request unless (x) it has previously delivered to Custodian a copy of the Letter of Agreement pursuant to which it became a party hereto and (y) an amount equal to (I) the Accounts Availability plus (II) the Inventory Availability, minus (III) the Reserves. The amount derived at any time from Section 2(a)(i)(y)(I) plus Section 2(a)(i)(y)(II) minus 2(a)(i)(y)(III) shall be referred to as the “Formula Amount.” Companies shall, jointly and severally, execute and deliver to Laurus on the Closing Date the Revolving Note and a Minimum Borrowing Note evidencing the Loans funded on the Closing Date. From time to time thereafter, Companies shall jointly and severally execute and deliver to Laurus immediately prior to the final funding of each additional $1,000,000 tranche of Loans allocated to any Minimum Borrowing Note issued after the date hereof (calculated on a cumulative basis for each such tranche) an additional Minimum Borrowing Note evidencing such tranche, substantially in the case form of a Loan the Minimum Borrowing Note delivered by Companies to be secured by Newly Issued CMBS Collateral and with respect to each such Item of Newly Issued CMBS Collateral, the following documents shall have been delivered to Lender and Custodian at or before the stated times: (1) not later than 5:00 p.m. Laurus on the eighth Business Day before Closing Date. Notwithstanding anything herein to the applicable Loan Subscription Datecontrary, whenever during the Offering Materials (as defined below) (which may be in preliminary form Term the outstanding balance on the Revolving Note should equal or exceed $1,000,000 to the extent Offering Materials in final form are not then availablethat the outstanding balance on the Minimum Borrowing Note shall be less than or equal to $1,000,000 (the difference of $2,000,000 less the actual balance of the Minimum Borrowing Note, the “Available Minimum Borrowing”), (2) not later than 5:00 p.m. such portion of the balance of the Revolving Note as shall equal the Available Minimum Borrowing shall be deemed to be simultaneously extinguished on the sixth Business Day prior Revolving Note and transferred to, and evidenced by, the Minimum Borrowing Note. (ii) Notwithstanding the limitations set forth above, if requested by any Company, Laurus retains the right to the applicable Loan Subscription Date, an AUP Report (TALF) and an AUP Report (Industry) relating lend to such Offering Materials Company from time to time such amounts in excess of such limitations as Laurus may determine in its sole discretion. (iii) Companies acknowledge that the exercise of Laurus’ discretionary rights hereunder may result during the Term in one or more increases or decreases in the advance percentages used in determining Accounts Availability and/or Inventory Availability and (3) not later than the Business Day after any supplement to such Offering Materials is furnished to prospective investors, each such supplement, together with an AUP Report (TALF) and an update to the earlier AUP Report (Industry); provided, that each such supplement and related AUP Report (TALF) and update to AUP Report (Industry) shall be delivered not later than 5:00 p.m. on the third Business Day prior to the applicable Loan Subscription Date (and the Offering Materials with respect Companies hereby consent to any such Item of Newly Issued CMBS Collateral increases or decreases which may not be supplemented after such time (other than with respect to final pricing information))limit or restrict advances requested by Companies. 3.2. On each (iv) If any interest, fees, costs or charges payable to Laurus hereunder are not paid when due, Companies shall thereby be deemed to have requested, and Laurus is hereby authorized at its discretion to make and charge to Companies’ account, a Loan Subscription Dateas of such date in an amount equal to such unpaid interest, not later than fees, costs or charges. (v) If any Company at any time fails to perform or observe any of the time that each TALF Agent covenants contained in this Agreement or any Ancillary Agreement, Laurus may, but need not, perform or observe such covenant on behalf and in the name, place and stead of such Company (or, at Laurus’ option, in Laurus’ name) and may, but need not, take any and all other actions which Laurus may submit Loan Requests deem necessary to Lender pursuant cure or correct such failure (including the payment of taxes, the satisfaction of Liens, the performance of obligations owed to Section 3.1Account Debtors, each such TALF Agent shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum lessors or other comparable offering materials obligors, the procurement and maintenance of insurance, the execution of assignments, security agreements and financing statements, and the endorsement of instruments). The amount of all monies expended and all costs and expenses (including any supplements thereto attorneys’ fees and any updates thereoflegal expenses) (collectively, “Offering Materials”) to the extent then available to it (and to the extent not previously delivered), incurred by Laurus in connection with respect to all assets that its Applicable Borrowers desire to have included in the Collateral for the requested Loans; provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates and Legacy CMBS Collateral. 3.3. Not later than 12:00 noon on the fifth Business Day prior to each scheduled Loan Closing Date, in the case of a Loan to be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS Collateral, the Applicable TALF Agent shall deliver to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day (or in the case of a Loan to be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions in the amount of New Acquisition Collateral such Borrowers expect to be able to deliver on the Loan Closing Date as a result of the actual allocations performance or observance of such New Acquisition Collateral agreements or the taking of such action by Laurus shall be charged to Companies’ account as a Loan and added to the Obligations. To facilitate Laurus’ performance or observance of such covenants of each Company, each Company hereby irrevocably appoints Laurus, or Laurus’ delegate, acting alone, as such Company’s attorney in fact (which appointment is coupled with an interest) with the right (but not the duty) from time to time to create, prepare, complete, execute, deliver, endorse or file in the name and on behalf of such Company any and all instruments, documents, assignments, security agreements, financing statements, applications for insurance and other agreements and writings required to be obtained, executed, delivered or endorsed by such Company. (vi) Laurus will account to Company Agent monthly with a statement of all Loans and other advances, charges and payments made pursuant to this Agreement, and such account rendered by Laurus shall be deemed final, binding and conclusive unless Laurus is notified by Company Agent in writing to the contrary within thirty (30) days of the date each account was rendered specifying the item or items to which objection is made. (vii) During the Term, Companies may borrow and prepay Loans in accordance with the terms and conditions hereof. (viii) If any Eligible Account is not paid by the underwriters thereof. Failure to deliver Account Debtor within ninety (90) days after the date that such Eligible Account was invoiced or if any Account Debtor asserts a Sales Confirmation deduction, dispute, contingency, set-off, or counterclaim with respect to New Acquisition Collateral any Eligible Account, (a “Delinquent Account”), Companies shall result in such assets being ineligible jointly and severally (i) reimburse Laurus for inclusion in the Collateral. With respect to Expected ABS Collateral that is not CMBS Collateral, it is understood and agreed that amount of the Eligible Collateral Schedule shall not include any assets Loans made with respect to which such Delinquent Account plus an adjustment fee in an amount equal to one-half of one percent (i0.50%) Offering Materials shall not have been delivered to Custodian (provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates), of the gross face amount of such Eligible Account or (ii) immediately replace such Delinquent Account with an Auditor Attestation and an Indemnity Undertaking shall not have been delivered to Lender (provided, that neither an Auditor Attestation nor an Indemnity Undertaking shall be required to be delivered with respect to SBA Collateral) and (iii) in the case of SBA Collateral other than Development Company Participation Certificates, an SBA Collateral Undertaking shall not have been delivered to Lender, in each case prior to 5:00otherwise Eligible Account.

Loans. 3.1. On each Loan Subscription Date(i) Subject to the terms and conditions set forth herein and in the Ancillary Agreements, not later than Laurus may make loans (the time specified by Lender (such "LOANS") to Companies from time to be posted to time during the TALF Website in advance of such Loan Subscription Date), each TALF Agent may submit to LenderTerm which, in the manner specified by Lender aggregate at any time outstanding, will not exceed the lesser of (x) (I) the Capital Availability Amount minus (II) such reserves as Laurus may reasonably in its good faith judgment deem proper and necessary from time to time, a request for Loans on behalf of each Applicable Borrower proposing to borrow Loans on time (the next scheduled Loan Closing Date (each such request, a “Loan Request”). Each TALF Agent shall complete the Loan Request in accordance with instructions provided by Custodian from time to time, in the form attached hereto as Appendix 3A or, in the case of a Loan to be secured by CMBS Collateral, Appendix 3B. Lender shall promptly provide Custodian with the information contained in each such Loan Request. Notwithstanding the foregoing, a TALF Agent shall not be permitted to submit a Loan Request unless (x"RESERVES") it has previously delivered to Custodian a copy of the Letter of Agreement pursuant to which it became a party hereto and (y) in an amount equal to (I) the case of Accounts Availability minus (II) the Reserves. The amount derived at any time from Section 2(a)(i)(y)(I) minus 2(a)(i)(y)(II) shall be referred to as the "FORMULA AMOUNT." The Companies shall, jointly and severally, execute and deliver to Laurus on the Closing Date the Revolving Note and a Loan Minimum Borrowing Note evidencing the Loans funded on the Closing Date. From time to be secured by Newly Issued CMBS Collateral and with respect to each such Item of Newly Issued CMBS Collateraltime thereafter, the following documents Companies shall have been delivered jointly and severally execute and deliver to Lender and Custodian at or before the stated times: (1) not later than 5:00 p.m. on the eighth Business Day before the applicable Loan Subscription Date, the Offering Materials (as defined below) (which may be in preliminary form to the extent Offering Materials in final form are not then available), (2) not later than 5:00 p.m. on the sixth Business Day Laurus immediately prior to the applicable Loan Subscription final funding of each additional US$1,000,000 tranche of Loans allocated to any Minimum Borrowing Note issued after the date hereof (calculated on a cumulative basis for each such tranche) an additional Minimum Borrowing Note evidencing such tranche, substantially in the form of the Minimum Borrowing Note delivered by the Companies to Laurus on the Closing Date. Notwithstanding anything herein to the contrary, an AUP Report (TALF) and an AUP Report (Industry) relating to such Offering Materials and (3) not later whenever during the Term the outstanding balance on the Minimum Borrowing Note shall be less than the Business Day after any supplement Minimum Borrowing Amount (such amount being referred to such Offering Materials is furnished to prospective investors, each such supplement, together with an AUP Report (TALF) and an update to herein as the earlier AUP Report (Industry); provided, that each such supplement and related AUP Report (TALF) and update to AUP Report (Industry) shall be delivered not later than 5:00 p.m. on the third Business Day prior to the applicable Loan Subscription Date (and the Offering Materials with respect to any such Item of Newly Issued CMBS Collateral may not be supplemented after such time (other than with respect to final pricing information)). 3.2. On each Loan Subscription Date, not later than the time that each TALF Agent may submit Loan Requests to Lender pursuant to Section 3.1, each such TALF Agent shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum or other comparable offering materials (including any supplements thereto and any updates thereof) (collectively, “Offering Materials”"TRANSFERABLE AMOUNT") to the extent that the outstanding balance on the Revolving Note should equal or exceed US$50,000, that portion of the balance of the Revolving Note that exceeds US$50,000, but does not exceed the Transferable Amount, shall be segregated from the outstanding balance under the Revolving Note and allocated to and aggregated with the then available existing balance of the next unissued serialized Minimum Borrowing Note (the "NEXT UNISSUED SERIALIZED NOTE"); provided that such segregated amount shall remain subject to it the terms and conditions of such Revolving Note until a new serialized Minimum Borrowing Note is issued as set forth below. The Next Unissued Serialized Note shall remain in book entry form until the balance thereunder shall equal the Minimum Borrowing Amount, at which time a new serialized Minimum Borrowing Note in the face amount equal to the Minimum Borrowing Amount will be issued and registered as set forth in the Registration Rights Agreement (and to the extent not previously delivered), with respect to all assets that its Applicable Borrowers desire to have included in outstanding balance under the Collateral for the requested Loans; provided, that Offering Materials Revolving Note shall not at such time be required to be delivered with respect to SBA Pool Certificates and Legacy CMBS Collateral. 3.3. Not later than 12:00 noon on the fifth Business Day prior to each scheduled Loan Closing Date, in the case of a Loan to be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS Collateral, the Applicable TALF Agent shall deliver to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day (or in the case of a Loan to be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions correspondingly reduced in the amount of New Acquisition Collateral such Borrowers expect equal to be able to deliver on the Loan Closing Date Minimum Borrowing Amount as a result of the actual allocations issuance of such New Acquisition Collateral new serialized Minimum Borrowing Note). (ii) Notwithstanding the limitations set forth above, if requested by any Company, Laurus retains the right to lend to such Company from time to time such amounts in excess of such limitations as Laurus may determine in its sole discretion. (iii) The Companies acknowledge that the exercise of Laurus' discretionary rights hereunder may result during the Term in one or more increases or decreases in the advance percentages used in determining Accounts Availability and each of the Companies hereby consent to any such increases or decreases which may limit or restrict advances requested by the underwriters thereofCompanies. (iv) Subject to applicable laws, if any interest, fees, costs or charges payable to Laurus hereunder are not paid when due, each of the Companies shall thereby be deemed to have requested, and Laurus is hereby authorized at its discretion to make and charge to the Companies' account, a Loan as of such date in an amount equal to such unpaid interest, fees, costs or charges. (v) If any Company at any time fails to perform or observe any of the covenants contained in this Agreement or any Ancillary Agreement, Laurus may, but need not, perform or observe such covenant on behalf and in the name, place and stead of such Company (or, at Laurus' option, in Laurus' name) and may, but need not, take any and all other actions which Laurus may deem necessary to cure or correct such failure (including the payment of taxes, the satisfaction of Liens, the performance of obligations owed to Account Debtors, lessors or other obligors, the procurement and maintenance of insurance, the execution of assignments, security agreements and financing statements, and the endorsement of instruments). Failure The amount of all monies expended and all costs and expenses (including attorneys' fees and legal expenses) incurred by Laurus in connection with or as a result of the performance or observance of such agreements or the taking of such action by Laurus shall be charged to deliver the Companies' account as a Sales Confirmation Loan and added to the Obligations. To facilitate Laurus' performance or observance of such covenants by each Company, each Company hereby irrevocably appoints Laurus, or Laurus' delegate, acting alone, as such Company's attorney in fact (which appointment is coupled with an interest) with the right (but not the duty) from time to time to create, prepare, complete, execute, deliver, endorse or file in the name and on behalf of such Company any and all instruments, documents, assignments, security agreements, financing statements, applications for insurance and other agreements and writings required to be obtained, executed, delivered or endorsed by such Company. (vi) Laurus will account to Company Agent monthly with a statement of all Loans and other advances, charges and payments made pursuant to this Agreement, and such account rendered by Laurus shall be deemed final, binding and conclusive unless Laurus is notified by Company Agent in writing to the contrary within thirty (30) days of the date each account was rendered specifying the item or items to which objection is made. (vii) During the Term, the Companies may borrow and prepay Loans in accordance with the terms and conditions hereof. (viii) If any Eligible Account is not paid by the Account Debtor within ninety (90) days after the date that such Eligible Account was invoiced or if any Account Debtor asserts a deduction, dispute, contingency, set-off, or counterclaim with respect to New Acquisition Collateral any Eligible Account, (a "DELINQUENT ACCOUNT"), the Companies shall result in such assets being ineligible jointly and severally (i) reimburse Laurus for inclusion in the Collateral. With respect to Expected ABS Collateral that is not CMBS Collateral, it is understood and agreed that amount of the Eligible Collateral Schedule shall not include any assets Loans made with respect to which such Delinquent Account plus an adjustment fee in an amount equal to one-half of one percent (i0.50%) Offering Materials shall not have been delivered to Custodian (provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates), of the gross face amount of such Eligible Account or (ii) immediately replace such Delinquent Account with an Auditor Attestation and an Indemnity Undertaking shall not have been delivered to Lender (provided, that neither an Auditor Attestation nor an Indemnity Undertaking shall be required to be delivered with respect to SBA Collateral) and (iii) in the case of SBA Collateral other than Development Company Participation Certificates, an SBA Collateral Undertaking shall not have been delivered to Lender, in each case prior to 5:00otherwise Eligible Account.

Loans. 3.1. On each Loan Subscription Date, not later than the time specified by Lender (such time to be posted a) Subject to the TALF Website terms and conditions of this Agreement, from the Closing Date and until the Commitment Termination Date (i) Lender agrees (A) to make available to Borrowers advances (each, a "Revolving Credit Advance") and (B) to incur Letter of Credit Obligations, in advance an aggregate outstanding amount for any Borrower not to exceed the Borrowing Availability of such Loan Subscription Date)Borrower, each TALF Agent and (ii) any Borrower may submit to Lender, in at the manner specified by Lender request of Leading Borrower as agent for such Borrower from time to timetime borrow, a request for Loans on behalf repay and reborrow, and may cause Lender to incur Letter of each Applicable Borrower proposing to borrow Loans on the next scheduled Credit Obligations, under this Section 1. 1. The Revolving Credit Loan Closing Date (each such requestshall be evidenced by, a “Loan Request”). Each TALF Agent shall complete the Loan Request and be repayable in accordance with instructions provided the terms of, the Revolving Credit Note and this Agreement. (b) Borrower shall request each Revolving Credit Advance by Custodian from time written notice to time, Lender substantially in the form attached hereto as Appendix 3A orof Exhibit A (each a "Notice of Revolving Credit Advance") given no later than 1:00 P.M. (New York City time) on the Business Day of the proposed advance. Lender shall be fully protected under this Agreement in relying upon, in the case and shall be entitled to rely upon, (i) any Notice of a Loan Revolving Credit Advance believed by Lender to be secured by CMBS Collateralgenuine, Appendix 3B. and (ii) the assumption that the Persons making or executing and delivering (or purported to be so acting) a Notice of Revolving Credit Advance were duly authorized, unless the responsible individual acting thereon for Lender shall promptly provide Custodian with have actual knowledge to the information contained in each such Loan Requestcontrary. Notwithstanding the foregoingAs an accommodation to Borrowers, a TALF Agent shall not be permitted to submit a Loan Request unless (x) it has previously delivered to Custodian a copy of the Letter of Agreement pursuant to which it became a party hereto and (y) in the case of a Loan to be secured by Newly Issued CMBS Collateral and with respect to each such Item of Newly Issued CMBS Collateral, the following documents shall have been delivered to Lender and Custodian at may permit telephonic or before the stated times: (1) not later than 5:00 p.m. on the eighth Business Day before the applicable Loan Subscription Date, the Offering Materials facsimile requests or Electronic Transmissions (as defined in Section 1.1(e) below) (which may be in preliminary form for a Revolving Credit Advance and Electronic Transmission or facsimile transmittal of instructions, authorizations, agreements or reports to the extent Offering Materials in final form are not then available), (2) not later than 5:00 p.m. on the sixth Business Day prior to the applicable Loan Subscription Date, an AUP Report (TALF) and an AUP Report (Industry) relating to such Offering Materials and (3) not later than the Business Day after Lender by any supplement to such Offering Materials is furnished to prospective investors, each such supplement, together with an AUP Report (TALF) and an update to the earlier AUP Report (Industry)Borrower; provided, that each such supplement and related AUP Report (TALF) and update to AUP Report (Industry) Electronic Transmission authorization shall be delivered subject to Section 1.1(e) below. If Lender permits any such means of communication by Borrowers, unless Borrowers specifically direct Lender in writing not later than 5:00 p.m. on the third Business Day prior to the applicable Loan Subscription Date (and the Offering Materials with respect accept or act upon telephonic or facsimile communications or Electronic Transmission from any Borrower, Lender shall have no liability to any such Item of Newly Issued CMBS Collateral may not be supplemented after such time (other than with respect to final pricing information)). 3.2. On each Loan Subscription Date, not later than the time that each TALF Agent may submit Loan Requests to Lender pursuant to Section 3.1, each such TALF Agent shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum Borrower for any loss or other comparable offering materials (including damage suffered by any supplements thereto and any updates thereof) (collectively, “Offering Materials”) to the extent then available to it (and to the extent not previously delivered), with respect to all assets that its Applicable Borrowers desire to have included in the Collateral for the requested Loans; provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates and Legacy CMBS Collateral. 3.3. Not later than 12:00 noon on the fifth Business Day prior to each scheduled Loan Closing Date, in the case of a Loan to be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS Collateral, the Applicable TALF Agent shall deliver to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day (or in the case of a Loan to be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions in the amount of New Acquisition Collateral such Borrowers expect to be able to deliver on the Loan Closing Date Borrower as a result of Lender's honoring of any requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to it telephonically, by facsimile or by Electronic Transmission and purporting to have been sent to Lender by any Borrower and Lender shall have no duty to verify the actual allocations origin of any such New Acquisition Collateral communication or the identity or authority of the Person sending it. (c) In making any Loan hereunder Lender shall be entitled to rely upon the most recent Borrowing Base Certificate delivered to Lender by the underwriters thereofsuch Borrower and other information available to Lender. Failure Lender shall be under no obligation to make any further Revolving Credit Advance to any Borrower or incur any other Obligation if any Borrower shall have failed to deliver a Sales Confirmation with respect to New Acquisition Collateral shall result in such assets being ineligible for inclusion in the Collateral. With respect to Expected ABS Collateral that is not CMBS Collateral, it is understood and agreed that the Eligible Collateral Schedule shall not include any assets with respect to which (i) Offering Materials shall not have been delivered to Custodian (provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates), (ii) an Auditor Attestation and an Indemnity Undertaking shall not have been delivered Borrowing Base Certificate to Lender (provided, that neither an Auditor Attestation nor an Indemnity Undertaking shall be required to be delivered with respect to SBA Collateral) and (iii) by the time specified in the case of SBA Collateral other than Development Company Participation Certificates, an SBA Collateral Undertaking shall not have been delivered to Lender, in each case prior to 5:00Section 4.1(b).

Loans. 3.1. On (a) Subject to and upon the terms and conditions herein set forth, each Lender having an Initial Term Loan Subscription DateCommitment severally agrees to make a loan or loans (each, not later than the time specified by Lender (such time to be posted an “Initial Term Loan”) to the TALF Website in advance Borrower (or Co-Obligors), which Initial Term Loans (i) shall not exceed, for any such Lender, the Initial Term Loan Commitment of such Loan Subscription Date)Lender, each TALF Agent may submit to Lender(ii) shall not exceed, in the manner specified aggregate, the Total Initial Term Loan Commitment, (iii) shall be made on the Closing Date and shall be denominated in Dollars, (iv) may, at the option of the Borrower, be Incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that all such Initial Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise provided herein, consist entirely of Initial Term Loans of the same Type and (v) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid may not be reborrowed. On the Initial Term Loan Maturity Date, all outstanding Initial Term Loans shall be repaid in full. (b) Subject to and upon the terms and conditions herein set forth, each Revolving Credit Lender severally agrees to make a loan or loans (each, a “Revolving Credit Loan”) to the Borrower (or Co-Obligors) in Dollars or any Alternative Currency, which Revolving Credit Loans (i) shall not exceed, for any such Lender, the Revolving Credit Commitment of such Lender, (ii) shall not, after giving pro forma effect thereto and to the application of the proceeds thereof, result in such Lender’s Revolving Credit Exposure at such time exceeding such Lender’s Revolving Credit Commitment at such time, (iii) shall not, after giving pro forma effect thereto and to the application of the proceeds thereof, at any time result in the aggregate amount of all Lenders’ Revolving Credit Exposures exceeding the Total Revolving Credit Commitment then in effect, (iv) shall be made at any time and from time to time, a request for Loans time on behalf of each Applicable Borrower proposing to borrow Loans on and after the next scheduled Loan Closing Date and prior to the Revolving Credit Maturity Date, (each such request, a “Loan Request”). Each TALF Agent shall complete the Loan Request in accordance with instructions provided by Custodian from time to time, in the form attached hereto as Appendix 3A or, in the case of a Loan to be secured by CMBS Collateral, Appendix 3B. Lender shall promptly provide Custodian with the information contained in each such Loan Request. Notwithstanding the foregoing, a TALF Agent shall not be permitted to submit a Loan Request unless (x) it has previously delivered to Custodian a copy of the Letter of Agreement pursuant to which it became a party hereto and (yv)(i) in the case of a Loan to be secured by Newly Issued CMBS Collateral and with respect to each such Item Revolving Credit Loans denominated in Dollars, may at the option of Newly Issued CMBS Collateral, the following documents shall have been delivered to Lender and Custodian at or before the stated times: (1) not later than 5:00 p.m. on the eighth Business Day before the applicable Loan Subscription DateBorrower be Incurred and maintained as, the Offering Materials (as defined below) (which may be in preliminary form to the extent Offering Materials in final form are not then available)and/or converted into, (2) not later than 5:00 p.m. on the sixth Business Day prior to the applicable Loan Subscription Date, an AUP Report (TALF) and an AUP Report (Industry) relating to such Offering Materials ABR Loans or Eurocurrency Loans and (3) not later than the Business Day after any supplement to such Offering Materials is furnished to prospective investors, each such supplement, together with an AUP Report (TALF) and an update to the earlier AUP Report (Industry); provided, that each such supplement and related AUP Report (TALF) and update to AUP Report (Industry) shall be delivered not later than 5:00 p.m. on the third Business Day prior to the applicable Loan Subscription Date (and the Offering Materials with respect to any such Item of Newly Issued CMBS Collateral may not be supplemented after such time (other than with respect to final pricing information)). 3.2. On each Loan Subscription Date, not later than the time that each TALF Agent may submit Loan Requests to Lender pursuant to Section 3.1, each such TALF Agent shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum or other comparable offering materials (including any supplements thereto and any updates thereof) (collectively, “Offering Materials”) to the extent then available to it (and to the extent not previously delivered), with respect to all assets that its Applicable Borrowers desire to have included in the Collateral for the requested Loans; provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates and Legacy CMBS Collateral. 3.3. Not later than 12:00 noon on the fifth Business Day prior to each scheduled Loan Closing Date, in the case of a Loan to be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS Collateral, the Applicable TALF Agent shall deliver to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day (or in the case of a Loan to be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions in the amount of New Acquisition Collateral such Borrowers expect to be able to deliver on the Loan Closing Date as a result of the actual allocations of such New Acquisition Collateral by the underwriters thereof. Failure to deliver a Sales Confirmation with respect to New Acquisition Collateral shall result in such assets being ineligible for inclusion in the Collateral. With respect to Expected ABS Collateral that is not CMBS Collateral, it is understood and agreed that the Eligible Collateral Schedule shall not include any assets with respect to which (i) Offering Materials shall not have been delivered to Custodian (provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates), (ii) an Auditor Attestation and an Indemnity Undertaking shall not have been delivered to Lender (provided, that neither an Auditor Attestation nor an Indemnity Undertaking shall be required to be delivered with respect to SBA Collateral) and (iii) in the case of SBA Collateral other than Development Company Participation CertificatesRevolving Credit Loans denominated in an Alternative Currency, an SBA Collateral Undertaking shall not have been delivered be Incurred and maintained as Eurocurrency Loans; provided that all Revolving Credit Loans made by each of the Lenders pursuant to Lenderthe same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type and (vi) may be repaid and reborrowed in each case prior to 5:00accordance with the provisions hereof.

Loans. 3.1. On each Loan Subscription Date, not later than the time specified by Lender (such time to be posted a) Prior to the TALF Website in advance of such Loan Subscription Date)date hereof, each TALF Agent may submit Tranche A Lender has made available to Lenderthe Borrower (or subsequent to the making thereof, has acquired) a Tranche A Loan pursuant to the Original Credit Agreement, in the manner specified by Lender from time original aggregate principal amount set forth opposite to time, a request for Loans on behalf such Lender’s name in Schedule 1.1-I. The outstanding principal amount of each Applicable Borrower proposing to borrow the Tranche A Loans on the next scheduled Loan Closing Restatement Effective Date (each such request, a “Loan Request”)shall remain outstanding and be payable pursuant to the terms hereof. Each TALF Agent shall complete the Loan Request in accordance with instructions provided by Custodian from time to time, in the form attached hereto On and as Appendix 3A or, in the case of a Loan to be secured by CMBS Collateral, Appendix 3B. Lender shall promptly provide Custodian with the information contained in each such Loan Request. Notwithstanding the foregoing, a TALF Agent shall not be permitted to submit a Loan Request unless (x) it has previously delivered to Custodian a copy of the Letter Restatement Effective Date, upon satisfaction of Agreement pursuant to which it became a party hereto and (y) each of the conditions specified in the case of a Loan to be secured by Newly Issued CMBS Collateral and with respect to each such Item of Newly Issued CMBS CollateralSection 5.1, the following documents shall have been delivered to Lender Original Credit Agreement is hereby amended and Custodian at or before modified as provided in this Agreement, with each and all the stated times:provisions thereof being replaced and superseded by the provisions of this Agreement. (1b) not later than 5:00 p.m. on All commitments, if any, under the eighth Business Day before Original Credit Agreement, upon satisfaction of the applicable conditions specified in Section 5.1, are hereby terminated, and the Tranche A Lenders shall be under no obligation to make available any Tranche A Loan Subscription Date, the Offering Materials (as defined below) (which may be or extend credit in preliminary any other form to the extent Offering Materials in final form are not then available)Borrower, except as expressly contemplated herein. (2c) not later than 5:00 p.m. on the sixth Business Day prior Subject to the applicable Loan Subscription Date, an AUP Report (TALF) terms and an AUP Report (Industry) relating to such Offering Materials and (3) not later than the Business Day after any supplement to such Offering Materials is furnished to prospective investorsconditions set forth herein, each such supplement, together with an AUP Report (TALF) and an update Tranche B Lender severally agrees to make Tranche B Loans in Dollars to the earlier AUP Report (Industry); providedBorrower, that each in an aggregate principal amount not exceeding such supplement Tranche B Lender’s Tranche B Commitment. The aggregate amount of all Tranche B Loans shall not exceed U.S.$85,000,000. Amounts borrowed under this Section 2.1 and related AUP Report (TALF) and update to AUP Report (Industry) shall be delivered not later than 5:00 p.m. on the third Business Day prior to the applicable Loan Subscription Date (and the Offering Materials with respect to any such Item of Newly Issued CMBS Collateral repaid or prepaid may not be supplemented after such time (other than with respect to final pricing information)). 3.2reborrowed. On each Loan Subscription Date, not later than the time that each TALF Agent may submit Loan Requests to Lender pursuant to Section 3.1, each such TALF Agent shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum or other comparable offering materials (including any supplements thereto and any updates thereof) (collectively, “Offering Materials”) to the extent then available to it (and to the extent not previously delivered), with respect to all assets that its Applicable Borrowers desire to have included in the Collateral for the requested Loans; provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates and Legacy CMBS Collateral. 3.3. Not later than 12:00 noon on the fifth Business Day prior to each scheduled Loan Closing Date, in the case of a Loan to be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS Collateral, the Applicable TALF Agent shall deliver to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day (or in the case of a Loan to be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions in the amount of New Acquisition Collateral such Borrowers expect to be able to deliver on the Loan Closing Date as a result The Tranche B Commitments of the actual allocations of such New Acquisition Collateral by the underwriters thereof. Failure to deliver a Sales Confirmation with respect to New Acquisition Collateral shall result in such assets being ineligible for inclusion in the Collateral. With respect to Expected ABS Collateral that is Tranche B Lenders are several and not CMBS Collateral, it is understood and agreed that the Eligible Collateral Schedule shall not include any assets with respect to which (i) Offering Materials shall not have been delivered to Custodian (provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates), (ii) an Auditor Attestation and an Indemnity Undertaking shall not have been delivered to Lender (provided, that neither an Auditor Attestation nor an Indemnity Undertaking shall be required to be delivered with respect to SBA Collateral) and (iii) in the case of SBA Collateral other than Development Company Participation Certificates, an SBA Collateral Undertaking shall not have been delivered to Lender, in each case prior to 5:00joint.

Loans. 3.1. On each Loan Subscription Date, not later than the time specified by Lender (such time to be posted a) Subject to the TALF Website in advance of such Loan Subscription Date), each TALF Agent may submit to Lender, terms and conditions set forth herein and in the manner specified by Lender from time to timeCredit Agreement, (i) each person designated as a request for Loans “Term Lender” on behalf of each Applicable Borrower proposing to borrow Loans on the next scheduled Loan Closing Date Schedule I hereto (each such requesteach, a “Loan Request2017 Term Lender”). Each TALF Agent shall complete the Loan Request in accordance with instructions provided by Custodian from time ) agrees, severally and not jointly, to time, in the form attached hereto as Appendix 3A or, in the case of make a 2017 Term Loan to be secured by CMBS Collateral, Appendix 3B. Lender shall promptly provide Custodian with the information contained in each such Loan Request. Notwithstanding the foregoing, a TALF Agent shall not be permitted to submit a Loan Request unless (x) it has previously delivered to Custodian a copy of the Letter of Agreement pursuant to which it became a party hereto and (y) in the case of a Loan to be secured by Newly Issued CMBS Collateral and with respect to each such Item of Newly Issued CMBS Collateral, the following documents shall have been delivered to Lender and Custodian at or before the stated times: (1) not later than 5:00 p.m. Borrowers on the eighth Business Day before the applicable Loan Subscription Date, the Offering Materials Amendment No. 3 Effective Date (as defined below) in an aggregate principal amount not to exceed the amount set forth opposite its name on Schedule I hereto, and (which may ii) from and after the making of the 2017 Term Loans on the Amendment No. 3 Effective Date, (x) each 2017 Term Loan shall be in preliminary form a “Term Loan” and a “Loan” and, unless the context requires a reference solely to the extent Offering Materials in final form are not then availableTerm Loans made prior to the Amendment No. 3 Effective Date, an “Initial Term Loan” (for the avoidance of doubt, the Maturity Date for the 2017 Term Loans shall be the same as the Maturity Date for the Initial Term Loans made prior to the Amendment No. 3 Effective Date), (2y) each Person that holds 2017 Term Loans from time to time shall be a “Term Lender” and a “Lender”, and (z) the aggregate 2017 Term Loans of all Persons that hold 2017 Term Loans shall be the “Term Facility”, in each case, for all purposes under the Credit Agreement (as amended hereby) and the other Loan Documents. Without limiting the foregoing, the Borrowers hereby unconditionally promise to repay the 2017 Term Loans in accordance with the schedule of installment payments set forth in Section 2.07(a) of the Credit Agreement (after giving effect to the amendments thereto effected hereby and as the same may be further adjusted in accordance with the Credit Agreement). Amounts borrowed as 2017 Term Loans and subsequently repaid may not later than 5:00 p.m. be reborrowed. The proceeds of the 2017 Term Loans shall be used by the Borrowers solely to make the Loan Repayment (as defined below). For the avoidance of doubt, the making of the 2017 Term Loans hereunder shall constitute “Specified Refinancing Debt” within the meaning of Section 2.18 of the Credit Agreement. (b) On the Amendment No. 3 Effective Date, (i) the Borrowers shall prepay in full all Existing Term Loans outstanding under the Credit Agreement, together with all accrued and unpaid interest thereon and all fees and expenses incurred in connection with the foregoing, with the proceeds of the 2017 Term Loans and, if necessary, cash on hand of the sixth Business Day Borrowers (collectively, the “Loan Repayment”). Notwithstanding the making of the Loan Repayment, the holders of the Existing Term Loans shall thereafter continue to be entitled to the benefits of Sections 3.01, 3.03, 3.04, 3.05, 3.06 and 10.04 of the Credit Agreement as in effect immediately prior to the applicable Loan Subscription Date, an AUP Report (TALF) Amendment No. 3 Effective Date and an AUP Report (Industry) relating shall continue to such Offering Materials and (3) not later than be bound by Section 9.07 of the Business Day after any supplement to such Offering Materials is furnished to prospective investors, each such supplement, together with an AUP Report (TALF) and an update to the earlier AUP Report (Industry); provided, that each such supplement and related AUP Report (TALF) and update to AUP Report (Industry) shall be delivered not later than 5:00 p.m. on the third Business Day Credit Agreement as in effect immediately prior to the applicable Loan Subscription Date (and the Offering Materials with respect to any such Item of Newly Issued CMBS Collateral may not be supplemented after such time (other than with respect to final pricing information)). 3.2Amendment No. On each Loan Subscription Date, not later than the time that each TALF Agent may submit Loan Requests to Lender pursuant to Section 3.1, each such TALF Agent shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum or other comparable offering materials (including any supplements thereto and any updates thereof) (collectively, “Offering Materials”) to the extent then available to it (and to the extent not previously delivered), with respect to all assets that its Applicable Borrowers desire to have included in the Collateral for the requested Loans; provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates and Legacy CMBS Collateral. 3.3. Not later than 12:00 noon on the fifth Business Day prior to each scheduled Loan Closing Date, in the case of a Loan to be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS Collateral, the Applicable TALF Agent shall deliver to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day (or in the case of a Loan to be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions in the amount of New Acquisition Collateral such Borrowers expect to be able to deliver on the Loan Closing Date as a result of the actual allocations of such New Acquisition Collateral by the underwriters thereof. Failure to deliver a Sales Confirmation with respect to New Acquisition Collateral shall result in such assets being ineligible for inclusion in the Collateral. With respect to Expected ABS Collateral that is not CMBS Collateral, it is understood and agreed that the Eligible Collateral Schedule shall not include any assets with respect to which (i) Offering Materials shall not have been delivered to Custodian (provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates), (ii) an Auditor Attestation and an Indemnity Undertaking shall not have been delivered to Lender (provided, that neither an Auditor Attestation nor an Indemnity Undertaking shall be required to be delivered with respect to SBA Collateral) and (iii) in the case of SBA Collateral other than Development Company Participation Certificates, an SBA Collateral Undertaking shall not have been delivered to Lender, in each case prior to 5:003

Loans. 3.1. On (a) Subject to and upon the terms and conditions contained herein, each Loan Subscription Date, Lender severally (and not later than jointly) agrees to make its Pro Rata Share of Loans to Borrowers from time to time in amounts requested by a Borrower (or Borrower Agent on behalf of Borrowers) up to the amount outstanding at any time specified by Lender equal to the lesser of: (i) the aggregate amount of the Borrowing Bases of Borrowers at such time or (ii) the Maximum Credit. (b) Except in Agent's discretion, with the consent of all Lenders, or as otherwise provided herein, (i) the aggregate amount of the Loans and the Letter of Credit Accommodations outstanding at any time shall not exceed the Maximum Credit, (ii) the aggregate principal amount of the Loans and Letter of Credit Accommodations outstanding at any time to be posted Borrowers shall not exceed the aggregate amount of the Borrowing Bases of Borrowers, and (iii) the aggregate principal amount of the Loans outstanding at any time to Borrowers based on the Eligible Inventory of Borrowers (and included the then undrawn amounts of Letter of Credit Accommodations used to purchase Inventory to the TALF Website extent set forth in advance Section 1.10 hereof) shall not exceed $40,000,000. (c) In the event that the aggregate principal amount of the Loans and Letter of Credit Accommodations outstanding to a Borrower exceed the Borrowing Base of such Borrower or the Loan Subscription DateLimit of such Borrower, or the aggregate principal amount of Loans and Letter of Credit Accommodations based on the Eligible Inventory of a Borrower exceed the Inventory Loan Limit of such Borrower, or the aggregate principal amount of Loans and Letter of Credit Accommodations based on the Eligible Inventory of all Borrowers exceeds the sublimit set forth above, or the aggregate amount of the outstanding Letter of Credit Accommodations exceed the sublimit for Letter of Credit Accommodations set forth in Section 2.2(e), each TALF or the aggregate amount of the Loans and Letter of Credit Accommodations exceed the Maximum Credit, such event shall not limit, waive or otherwise affect any rights of Agent or Lenders in such circumstances or on any future occasions and subject to the immediately following sentence of this subsection (c), Borrowers shall, upon demand by Agent, which may submit to Lender, in the manner specified by Lender be made at any time or from time to time, immediately repay to Agent the entire amount of any such excess(es) for which payment is demanded. In the event that a request for Borrower has Excess Availability, and the aggregate principal amount of the Loans on behalf and Letter of each Applicable Credit Accommodations outstanding to the other Borrower proposing to borrow Loans on exceeds the next scheduled Borrowing Base of such other Borrower or the Loan Closing Date (each Limit of such requestother Borrower, a “Loan Request”). Each TALF Agent shall complete cause the Loan Request in accordance with instructions provided repayment of such excess, without notice or demand, by Custodian from time to time, the transfer of Loans or Letter of Credit Accommodations in the form attached hereto as Appendix 3A or, in the case of a Loan to be secured by CMBS Collateral, Appendix 3B. Lender shall promptly provide Custodian with the information contained in each such Loan Request. Notwithstanding the foregoing, a TALF Agent shall not be permitted to submit a Loan Request unless (x) it has previously delivered to Custodian a copy loan account of the Borrower with Agent whose Loans and Letter of Agreement pursuant Credit Accommodations exceed its Borrowing Base or Loan Limit to which it became a party hereto and (y) in the case loan account of a Loan to be secured by Newly Issued CMBS Collateral and with respect to each such Item of Newly Issued CMBS Collateral, the following documents shall have been delivered to Lender and Custodian at or before the stated times: (1) not later than 5:00 p.m. on the eighth Business Day before the applicable Loan Subscription Date, the Offering Materials (as defined below) (which may be in preliminary form Borrower that has Excess Availability to the extent Offering Materials in final form are not then available), (2) not later than 5:00 p.m. on the sixth Business Day prior to the applicable Loan Subscription Date, an AUP Report (TALF) and an AUP Report (Industry) relating to such Offering Materials and (3) not later than the Business Day after any supplement to such Offering Materials is furnished to prospective investors, each such supplement, together with an AUP Report (TALF) and an update to the earlier AUP Report (Industry); provided, that each such supplement and related AUP Report (TALF) and update to AUP Report (Industry) shall be delivered not later than 5:00 p.m. on the third Business Day prior to the applicable Loan Subscription Date (and the Offering Materials with respect to any such Item of Newly Issued CMBS Collateral may not be supplemented after such time (other than with respect to final pricing information)). 3.2. On each Loan Subscription Date, not later than the time that each TALF Agent may submit Loan Requests to Lender pursuant to Section 3.1, each such TALF Agent shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum or other comparable offering materials (including any supplements thereto and any updates thereof) (collectively, “Offering Materials”) to the extent then available to it (and to the extent not previously delivered), with respect to all assets that its Applicable Borrowers desire to have included in the Collateral for the requested Loans; provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates and Legacy CMBS Collateral. 3.3. Not later than 12:00 noon on the fifth Business Day prior to each scheduled Loan Closing Date, in the case of a Loan to be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS Collateral, the Applicable TALF Agent shall deliver to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day (or in the case of a Loan to be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions in the amount of New Acquisition Collateral such Borrowers expect to be able to deliver on the Loan Closing Date as a result of the actual allocations of such New Acquisition Collateral by the underwriters thereof. Failure to deliver a Sales Confirmation with respect to New Acquisition Collateral shall result in such assets being ineligible for inclusion in the Collateral. With respect to Expected ABS Collateral that is not CMBS Collateral, it is understood and agreed that the Eligible Collateral Schedule shall not include any assets with respect to which (i) Offering Materials shall not have been delivered to Custodian (provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates), (ii) an Auditor Attestation and an Indemnity Undertaking shall not have been delivered to Lender (provided, that neither an Auditor Attestation nor an Indemnity Undertaking shall be required to be delivered with respect to SBA Collateral) and (iii) in the case of SBA Collateral other than Development Company Participation Certificates, an SBA Collateral Undertaking shall not have been delivered to Lender, in each case prior to 5:00Excess Availability.

Loans. 3.1. On (a) Subject to and upon the terms and conditions contained herein, each Loan Subscription Date, Lender severally (and not later than jointly) agrees to make its Pro Rata Share of Revolving Loans to each Borrower from time to time in amounts requested by such Borrower (or Administrative Borrower on behalf of such Borrower) up to the aggregate amount outstanding for all Lenders at any time specified by Lender equal to the lesser of: (i) the Borrowing Base at such time to or (ii) the Maximum Credit at such time. (b) Except in Agent’s discretion, with the consent of all Lenders, or as otherwise provided herein, (i) the aggregate amount of the Loans and the Letter of Credit Obligations outstanding at any time shall not exceed the Maximum Credit, (ii) the aggregate principal amount of the Revolving Loans and Letter of Credit Obligations outstanding at any time shall not exceed the Borrowing Base, and (iii) the aggregate principal amount of the Revolving Loans outstanding based on the Eligible Inventory shall not exceed the Inventory Loan Limit. (c) In the event that (i) the aggregate amount of the Loans and the Letter of Credit Obligations outstanding at any time exceed the Maximum Credit, or (ii) except as otherwise provided herein, the aggregate principal amount of the Revolving Loans and Letter of Credit Obligations outstanding exceed the Borrowing Base, or (iii) the aggregate principal amount of Revolving Loans and Letter of Credit Obligations based on the Eligible Inventory exceed the Inventory Loan Limit, such event shall not limit, waive or otherwise affect any rights of Agent or Lenders in such circumstances or on any future occasions and Borrowers shall, upon demand by Agent, which may be posted to the TALF Website in advance of such Loan Subscription Date), each TALF Agent may submit to Lender, in the manner specified by Lender made at any time or from time to time, a request for Loans on behalf immediately repay to Agent the entire amount of each Applicable Borrower proposing to borrow Loans on the next scheduled Loan Closing Date (each such request, a “Loan Request”). Each TALF Agent shall complete the Loan Request in accordance with instructions provided by Custodian from time to time, in the form attached hereto as Appendix 3A or, in the case of a Loan to be secured by CMBS Collateral, Appendix 3B. Lender shall promptly provide Custodian with the information contained in each such Loan Request. Notwithstanding the foregoing, a TALF Agent shall not be permitted to submit a Loan Request unless (x) it has previously delivered to Custodian a copy of the Letter of Agreement pursuant to which it became a party hereto and (y) in the case of a Loan to be secured by Newly Issued CMBS Collateral and with respect to each such Item of Newly Issued CMBS Collateral, the following documents shall have been delivered to Lender and Custodian at or before the stated times: (1) not later than 5:00 p.m. on the eighth Business Day before the applicable Loan Subscription Date, the Offering Materials (as defined below) (which may be in preliminary form to the extent Offering Materials in final form are not then available), (2) not later than 5:00 p.m. on the sixth Business Day prior to the applicable Loan Subscription Date, an AUP Report (TALF) and an AUP Report (Industry) relating to such Offering Materials and (3) not later than the Business Day after any supplement to such Offering Materials is furnished to prospective investors, each such supplement, together with an AUP Report (TALF) and an update to the earlier AUP Report (Industry); provided, that each such supplement and related AUP Report (TALF) and update to AUP Report (Industry) shall be delivered not later than 5:00 p.m. on the third Business Day prior to the applicable Loan Subscription Date (and the Offering Materials with respect to any such Item of Newly Issued CMBS Collateral may not be supplemented after such time (other than with respect to final pricing information))excess(es) for which payment is demanded. 3.2. On each Loan Subscription Date, not later than the time that each TALF Agent may submit Loan Requests to Lender pursuant to Section 3.1, each such TALF Agent shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum or other comparable offering materials (including any supplements thereto and any updates thereof) (collectively, “Offering Materials”) to the extent then available to it (and to the extent not previously delivered), with respect to all assets that its Applicable Borrowers desire to have included in the Collateral for the requested Loans; provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates and Legacy CMBS Collateral. 3.3. Not later than 12:00 noon on the fifth Business Day prior to each scheduled Loan Closing Date, in the case of a Loan to be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS Collateral, the Applicable TALF Agent shall deliver to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day (or in the case of a Loan to be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions in the amount of New Acquisition Collateral such Borrowers expect to be able to deliver on the Loan Closing Date as a result of the actual allocations of such New Acquisition Collateral by the underwriters thereof. Failure to deliver a Sales Confirmation with respect to New Acquisition Collateral shall result in such assets being ineligible for inclusion in the Collateral. With respect to Expected ABS Collateral that is not CMBS Collateral, it is understood and agreed that the Eligible Collateral Schedule shall not include any assets with respect to which (i) Offering Materials shall not have been delivered to Custodian (provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates), (ii) an Auditor Attestation and an Indemnity Undertaking shall not have been delivered to Lender (provided, that neither an Auditor Attestation nor an Indemnity Undertaking shall be required to be delivered with respect to SBA Collateral) and (iii) in the case of SBA Collateral other than Development Company Participation Certificates, an SBA Collateral Undertaking shall not have been delivered to Lender, in each case prior to 5:00

Loans. 3.1Subject to the terms and conditions of this Agreement, each Lender severally agrees to make one or more revolving credit loans to F.Y.I. from time to time from and including the Effective Date to but excluding the Maturity Date up to but not exceeding the amount of such Lender's Commitment as then in effect; provided, however, that (i) the Outstanding Credit applicable to a Lender shall not at any time exceed the remainder of such Lender's Commitment then in effect minus such Lender's Commitment Percentage of the Swingline Advances then outstanding and (ii) the Outstanding Credit of all Lenders shall not at any time exceed the remainder of the Commitments then in effect minus the Swingline Advances then outstanding. On each Loan Subscription (Such revolving credit loans referred to in this Section 2.1(a) now or hereafter made by the Lenders to F.Y.I. from and including and after the Effective Date are hereinafter collectively called the "Loans".) All loans made by the Lenders (as defined in this Agreement or the Prior Agreement) or their predecessors in interest to F.Y.I. or any Subsidiary of F.Y.I. under the Prior Agreement that are outstanding as of the Effective Date shall hereafter be Loans hereunder and shall be deemed to have been made to F.Y.I. under this Agreement. Subject to the foregoing limitations and the other terms and conditions of this Agreement, F.Y.I. may, prior to the Maturity Date, borrow, repay and reborrow the Loans hereunder. Notwithstanding anything to the contrary contained in this Agreement, F.Y.I. may from time to time request, and Bank of America may at its discretion from time to time advance (but shall in no event be obligated to advance), Loans which are to be funded solely by Bank of America (the "Swingline Advances"); provided, however, that (A) the aggregate principal amount of the Swingline Advances outstanding at any time shall not exceed $10,000,000 and the aggregate principal amount of the Loans outstanding at any time (inclusive of the Swingline Advances) shall not exceed the aggregate principal amount of the Commitments, (B) all Swingline Advances shall bear interest as set forth in Section 2.4(a)(iii), (C) each Swingline Advance shall be payable on demand, but in any event no later than the time specified by 7th day after the making of such Swingline Advance, and (D) Bank of America shall give the Administrative Agent and each Lender written notice of the aggregate outstanding principal amount of the Swingline Advances upon the written request of the Administrative Agent or any Lender (such time to be posted but no more often than once every calendar quarter). Furthermore, upon one Business Day's prior written notice given by Bank of America to the TALF Website in advance of such Loan Subscription Date), each TALF Administrative Agent may submit to Lender, in and the manner specified by Lender other Lenders at any time and from time to timetime (including, without limitation, at any time following the occurrence of a request for Loans on behalf Default or an Event of each Applicable Borrower proposing to borrow Loans Default) and, in any event and without the necessity of any such notice, on the next scheduled Business Day immediately preceding the Maturity Date, each Lender (including, without limitation, Bank of America) severally agrees, as provided in the first sentence of this Section 2.1(a), and notwithstanding anything to the contrary contained in this Agreement, the existence of any Default or Event of Default or the inability or failure of F.Y.I. or any of its Subsidiaries or any other Loan Closing Date Party to satisfy any condition precedent to funding any of the Loans contained in Article 6 (each such requestwhich conditions precedent shall not apply to this sentence), to make a “Loan Request”). Each TALF Agent shall complete the Loan Request in accordance with instructions provided by Custodian from time to timeLoan, in the form attached hereto as Appendix 3A orof a Prime Rate Loan, in the case of a Loan an amount equal to be secured by CMBS Collateral, Appendix 3B. Lender shall promptly provide Custodian with the information contained in each such Loan Request. Notwithstanding the foregoing, a TALF Agent shall not be permitted to submit a Loan Request unless (x) it has previously delivered to Custodian a copy its Commitment Percentage of the Letter aggregate principal amount of Agreement pursuant to which it became a party hereto the Swingline Advances then outstanding, and (y) in the case proceeds of a Loan to be secured by Newly Issued CMBS Collateral and with respect to each such Item of Newly Issued CMBS Collateral, the following documents shall have been delivered to Lender and Custodian at or before the stated times: (1) not later than 5:00 p.m. on the eighth Business Day before the applicable Loan Subscription Date, the Offering Materials (as defined below) (which may be in preliminary form to the extent Offering Materials in final form are not then available), (2) not later than 5:00 p.m. on the sixth Business Day prior to the applicable Loan Subscription Date, an AUP Report (TALF) and an AUP Report (Industry) relating to such Offering Materials and (3) not later than the Business Day after any supplement to such Offering Materials is furnished to prospective investors, each such supplement, together with an AUP Report (TALF) and an update to the earlier AUP Report (Industry); provided, that each such supplement and related AUP Report (TALF) and update to AUP Report (Industry) Loans shall be delivered not later than 5:00 p.m. on promptly paid by the third Business Day prior Administrative Agent to Bank of America and applied as a repayment of the applicable Loan Subscription Date (and the Offering Materials with respect to any such Item of Newly Issued CMBS Collateral may not be supplemented after such time (other than with respect to final pricing information)). 3.2. On each Loan Subscription Date, not later than the time that each TALF Agent may submit Loan Requests to Lender pursuant to Section 3.1, each such TALF Agent shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum or other comparable offering materials (including any supplements thereto and any updates thereof) (collectively, “Offering Materials”) to the extent then available to it (and to the extent not previously delivered), with respect to all assets that its Applicable Borrowers desire to have included in the Collateral for the requested Loans; provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates and Legacy CMBS Collateral. 3.3. Not later than 12:00 noon on the fifth Business Day prior to each scheduled Loan Closing Date, in the case of a Loan to be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS Collateral, the Applicable TALF Agent shall deliver to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day (or in the case of a Loan to be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions in the aggregate principal amount of New Acquisition Collateral such Borrowers expect to be able to deliver on the Loan Closing Date as a result of the actual allocations of such New Acquisition Collateral by the underwriters thereof. Failure to deliver a Sales Confirmation with respect to New Acquisition Collateral shall result in such assets being ineligible for inclusion in the Collateral. With respect to Expected ABS Collateral that is not CMBS Collateral, it is understood and agreed that the Eligible Collateral Schedule shall not include any assets with respect to which (i) Offering Materials shall not have been delivered to Custodian (provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates), (ii) an Auditor Attestation and an Indemnity Undertaking shall not have been delivered to Lender (provided, that neither an Auditor Attestation nor an Indemnity Undertaking shall be required to be delivered with respect to SBA Collateral) and (iii) in the case of SBA Collateral other than Development Company Participation Certificates, an SBA Collateral Undertaking shall not have been delivered to Lender, in each case prior to 5:00Swingline Advances then outstanding.

Loans. 3.1. (a) On each Loan Subscription Date, not later than the time specified by Lender (such time to be posted terms and subject to the TALF Website conditions set forth in advance this Agreement, (i) each Revolving Lender hereby agrees to make advances to or on behalf of such Loan Subscription Date)the Borrower (individually, each TALF Agent may submit a “Revolving Loan” and collectively the “Revolving Loans”) and (ii) the Swingline Lender hereby agrees to Lendermake Swingline Loans to or on behalf of the Borrower (individually, in a “Swingline Loan” and collectively the manner specified by Lender “Swingline Loans”) from time to timetime on any date (each such date on which a Loan is made, an “Loan Date”) during the period from the Effective Date to the end of the Revolving Period; provided that there shall be no more than two (2) Loan Dates during any calendar week (for the avoidance of doubt, a request for Swingline Refund Date is not in and of itself a Loan Date). The Multicurrency Loans shall be made solely by the Multicurrency Lenders and the Dollar Loans shall be made solely by the Dollar Lenders, in each case in accordance with Section 2.2(d). Swingline Loans will only be funded in Dollars. The Borrower shall not request, and the Lenders shall have no obligation to advance, any Loan during the Revolving Period if the Advance Rate Cap Condition is not satisfied or would not be satisfied on a pro forma basis after taking into account any such advance of a Loan. (b) Each Term Lender hereby agrees to make advances to or on behalf of each Applicable the Borrower proposing to borrow Loans on the next scheduled Loan Closing Date (each such requestindividually, a “Loan RequestTerm Loan” and collectively the “Term Loans”)) on the related Funding Date, pursuant to an Assignment Agreement or on any Conversion Date in each case in an aggregate principal amount at any one time outstanding up to but not exceeding (i) such Term Lender’s Term Commitment and (ii) as to all Term Lenders, the Total Term Commitment at such time. Each TALF Agent The Multicurrency Loans shall complete be made solely by the Loan Request Multicurrency Lenders and the Dollar Loans shall be made solely by the Dollar Lenders, in each case in accordance with instructions provided by Custodian from time to time, in the form attached hereto as Appendix 3A or, in the case of a Loan to be secured by CMBS Collateral, Appendix 3B. Lender shall promptly provide Custodian with the information contained in each such Loan Request. Notwithstanding the foregoing, a TALF Agent shall not be permitted to submit a Loan Request unless (x) it has previously delivered to Custodian a copy of the Letter of Agreement pursuant to which it became a party hereto and (y) in the case of a Loan to be secured by Newly Issued CMBS Collateral and with respect to each such Item of Newly Issued CMBS Collateral, the following documents shall have been delivered to Lender and Custodian at or before the stated times: (1) not later than 5:00 p.m. on the eighth Business Day before the applicable Loan Subscription Date, the Offering Materials (as defined below) (which may be in preliminary form to the extent Offering Materials in final form are not then available), (2) not later than 5:00 p.m. on the sixth Business Day prior to the applicable Loan Subscription Date, an AUP Report (TALF) and an AUP Report (Industry) relating to such Offering Materials and (3) not later than the Business Day after any supplement to such Offering Materials is furnished to prospective investors, each such supplement, together with an AUP Report (TALF) and an update to the earlier AUP Report (Industry); provided, that each such supplement and related AUP Report (TALF) and update to AUP Report (Industry) shall be delivered not later than 5:00 p.m. on the third Business Day prior to the applicable Loan Subscription Date (and the Offering Materials with respect to any such Item of Newly Issued CMBS Collateral may not be supplemented after such time (other than with respect to final pricing information)Section 2.2(d). 3.2. On each (c) Under no circumstances shall any Lender make a Revolving Loan Subscription Dateor a Swingline Loan if, not later than the time that each TALF Agent may submit after giving effect to such Loan Requests to Lender pursuant to Section 3.1, each such TALF Agent shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum or other comparable offering materials (including any supplements thereto and any updates thereof) (collectively, “Offering Materials”) to the extent then available to it (and to the extent not previously delivered), with respect to all assets that its Applicable Borrowers desire to have included in the Collateral for the requested Loans; provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates and Legacy CMBS Collateral. 3.3. Not later than 12:00 noon on the fifth Business Day prior to each scheduled Loan Closing Date, in the case purchase of a Loan to be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS Collateral, the Applicable TALF Agent shall deliver to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day (or in the case of a Loan to be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions in the amount of New Acquisition Collateral such Borrowers expect to be able to deliver on the Loan Closing Date as a result of the actual allocations of such New Acquisition Collateral by the underwriters thereof. Failure to deliver a Sales Confirmation with respect to New Acquisition Collateral shall result in such assets being ineligible for inclusion in the Collateral. With respect to Expected ABS Collateral that is not CMBS Collateral, it is understood and agreed that the Eligible Collateral Schedule shall not include any assets with respect to which Obligations in connection therewith, (i) Offering Materials shall not have been delivered to Custodian (provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates)an Unmatured Event of Default or an Event of Default would exist, (ii) an Auditor Attestation and an Indemnity Undertaking shall not have been delivered to Lender (providedif immediately after giving effect thereto, that neither an Auditor Attestation nor an Indemnity Undertaking shall be required to be delivered with respect to SBA Collateral) and a Borrowing Base Deficiency would exist or (iii) in the case Loans outstanding (using the Applicable Conversion Rate) would exceed the Facility Amount, (iv) the Foreign Currency Loan Amount would exceed the Foreign Currency Sublimit on such day, or (v) a violation of SBA Collateral other than Development Company Participation CertificatesApplicable Law would occur or (vi) the Advance Rate Cap Condition is not satisfied. Subject to the terms of this Agreement, an SBA Collateral Undertaking shall not have been delivered during the Revolving Period, the Borrower may borrow, reborrow, repay and prepay (subject to Lender, in each case prior to 5:00the provisions of Section 2.4) one or more Revolving Loans.

Loans. 3.1. On each Loan Subscription Date, not later than the time specified by Lender (such time to be posted a) Subject to the TALF Website in advance of such Loan Subscription Date), each TALF Agent may submit to Lender, terms and conditions set forth herein and in the manner specified by Lender from time to timeCredit Agreement, (i)(x) each person designated as a request for Loans “U.S. Term Lender” on behalf of each Applicable Borrower proposing to borrow Loans on the next scheduled Loan Closing Date Schedule I hereto (each such requesteach, a “Loan RequestNew U.S. Term Lender”). Each TALF Agent shall complete the Loan Request in accordance with instructions provided by Custodian from time ) agrees, severally and not jointly, to time, in the form attached hereto as Appendix 3A or, in the case of make a New U.S. Term Loan to be secured by CMBS Collateral, Appendix 3B. Lender shall promptly provide Custodian with Terex on the information contained Amendment Effective Date (as defined below) in each such Loan Request. Notwithstanding an aggregate principal amount not to exceed the foregoing, a TALF Agent shall not be permitted to submit a Loan Request unless (x) it has previously delivered to Custodian a copy of the Letter of Agreement pursuant to which it became a party amount set forth opposite its name on Schedule I hereto and (y) in the case of each person designated as a “Euro Term Lender” on Schedule I hereto (each, a “New Euro Term Lender”; each New U.S. Term Lender and each New Euro Term Lender, a “New Term Lender”) agrees, severally and not jointly, to make a New Euro Term Loan to be secured by Newly Issued CMBS Collateral and with respect to each such Item of Newly Issued CMBS Collateral, the following documents shall have been delivered to Lender and Custodian at or before the stated times: (1) not later than 5:00 p.m. European Borrower on the eighth Business Day before Amendment Effective Date in an aggregate principal amount not to exceed the applicable Loan Subscription amount set forth opposite its name on Schedule I hereto, and (ii) from and after the making of the New Term Loans on the Amendment Effective Date, each New U.S. Term Loan shall be a “U.S. Term Loan” and a “Loan”, each New Euro Term Loan shall be a “Euro Term Loan” and a “Loan”, each New U.S. Term Lender shall be a “U.S. Term Lender” and a “Lender” and each New Euro Term Lender shall be a “Euro Term Lender” and a “Lender”, in each case, for all purposes under the Offering Materials Credit Agreement as amended hereby and the other Loan Documents. The proceeds of the New Term Loans will be used by Terex and the European Borrower solely to make the Loan Repayment (as defined below) and to pay fees and expenses incurred in connection therewith. (which may be in preliminary form to b) On the extent Offering Materials in final form are not then available)Amendment Effective Date, (2i) not later than 5:00 p.m. on Terex shall repay all Existing U.S. Term Loans outstanding under the sixth Business Day prior to the applicable Loan Subscription Date, an AUP Report (TALF) and an AUP Report (Industry) relating to such Offering Materials and (3) not later than the Business Day after any supplement to such Offering Materials is furnished to prospective investors, each such supplementCredit Agreement, together with an AUP Report accrued and unpaid interest thereon, with the proceeds of the New U.S. Term Loans and cash on hand of Terex (TALFthe “U.S. Loan Repayment”) and an update to the earlier AUP Report (Industry); provided, that each such supplement and related AUP Report (TALF) and update to AUP Report (Industry) shall be delivered not later than 5:00 p.m. on the third Business Day prior to the applicable Loan Subscription Date (and the Offering Materials with respect to any such Item of Newly Issued CMBS Collateral may not be supplemented after such time (other than with respect to final pricing information)). 3.2. On each Loan Subscription Date, not later than the time that each TALF Agent may submit Loan Requests to Lender pursuant to Section 3.1, each such TALF Agent shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum or other comparable offering materials (including any supplements thereto and any updates thereof) (collectively, “Offering Materials”) to the extent then available to it (and to the extent not previously delivered), with respect to all assets that its Applicable Borrowers desire to have included in the Collateral for the requested Loans; provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates and Legacy CMBS Collateral. 3.3. Not later than 12:00 noon on the fifth Business Day prior to each scheduled Loan Closing Date, in the case of a Loan to be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS Collateral, the Applicable TALF Agent shall deliver to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day (or in the case of a Loan to be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions in the amount of New Acquisition Collateral such Borrowers expect to be able to deliver on the Loan Closing Date as a result of the actual allocations of such New Acquisition Collateral by the underwriters thereof. Failure to deliver a Sales Confirmation with respect to New Acquisition Collateral shall result in such assets being ineligible for inclusion in the Collateral. With respect to Expected ABS Collateral that is not CMBS Collateral, it is understood and agreed that the Eligible Collateral Schedule shall not include any assets with respect to which (i) Offering Materials shall not have been delivered to Custodian (provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates), (ii) an Auditor Attestation the European Borrower shall repay all Existing Euro Term Loans outstanding under the Credit Agreement, together with accrued and an Indemnity Undertaking shall not have been delivered to Lender unpaid interest thereon, with the proceeds of the New Euro Term Loans and cash on hand of the European Borrower (providedthe “Euro Loan Repayment” and together with the U.S. Loan Repayment, that neither an Auditor Attestation nor an Indemnity Undertaking shall be required to be delivered with respect to SBA Collateral) and (iii) in the case of SBA Collateral other than Development Company Participation Certificates, an SBA Collateral Undertaking shall not have been delivered to Lender, in each case prior to 5:00“Loan Repayment”).

Loans. 3.1. On each Loan Subscription Date, not later than the time specified by Lender (such time to be posted Subject to the TALF Website in advance of such Loan Subscription Date)terms and conditions hereof, each TALF Agent may submit Lender agrees to Lender, in the manner specified by Lender make Loans to Borrower upon Borrower’s request from time to timetime during the Commitment Period, a request for provided that (i) subject to Sections 3.3, 3.4 and 3.7, all Lenders are requested to make Loans on behalf of each Applicable Borrower proposing to borrow Loans on the next scheduled Loan Closing Date (each such request, a “Loan Request”). Each TALF Agent shall complete the Loan Request same Type in accordance with instructions provided by Custodian from time their respective Percentage Shares and as part of the same Borrowing, (ii) immediately after giving effect to timesuch Loans, in the form attached hereto as Appendix 3A or, in Total Outstanding Amount does not exceed the case lesser of a Loan to be secured by CMBS Collateral, Appendix 3B. Lender shall promptly provide Custodian with the information contained in each such Loan Request. Notwithstanding the foregoing, a TALF Agent shall not be permitted to submit a Loan Request unless (x) it has previously delivered to Custodian a copy ninety percent (90%) of the Letter Sale Value of Agreement pursuant Financed Hedged Eligible Inventory (or Hedged Value, as to which it became a party hereto Financed Hedged Eligible Inventory not subject to sales contracts), and (y) in the case Total Committed Amount determined as of a Loan the date on which the requested Loans are to be secured by Newly Issued CMBS Collateral and with respect to each such Item of Newly Issued CMBS Collateralmade, the following documents shall have been delivered to Lender and Custodian at or before the stated times: (1) not later than 5:00 p.m. on the eighth Business Day before the applicable Loan Subscription Date, the Offering Materials (as defined below) (which may be in preliminary form to the extent Offering Materials in final form are not then available), (2) not later than 5:00 p.m. on the sixth Business Day prior to the applicable Loan Subscription Date, an AUP Report (TALF) and an AUP Report (Industry) relating to such Offering Materials and (3) not later than the Business Day after any supplement to such Offering Materials is furnished to prospective investors, each such supplement, together with an AUP Report (TALF) and an update to the earlier AUP Report (Industry); provided, that each such supplement and related AUP Report (TALF) and update to AUP Report (Industry) shall be delivered not later than 5:00 p.m. on the third Business Day prior to the applicable Loan Subscription Date (and the Offering Materials with respect to any such Item of Newly Issued CMBS Collateral may not be supplemented after such time (other than with respect to final pricing information)). 3.2. On each Loan Subscription Date, not later than the time that each TALF Agent may submit Loan Requests to Lender pursuant to Section 3.1, each such TALF Agent shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum or other comparable offering materials (including any supplements thereto and any updates thereof) (collectively, “Offering Materials”) to the extent then available to it (and to the extent not previously delivered), with respect to all assets that its Applicable Borrowers desire to have included in the Collateral for the requested Loans; provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates and Legacy CMBS Collateral. 3.3. Not later than 12:00 noon on the fifth Business Day prior to each scheduled Loan Closing Date, in the case of a Loan to be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS Collateral, the Applicable TALF Agent shall deliver to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day (or in the case of a Loan to be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions in the amount of New Acquisition Collateral such Borrowers expect to be able to deliver on the Loan Closing Date as a result of the actual allocations of such New Acquisition Collateral by the underwriters thereof. Failure to deliver a Sales Confirmation with respect to New Acquisition Collateral shall result in such assets being ineligible for inclusion in the Collateral. With respect to Expected ABS Collateral that is not CMBS Collateral, it is understood and agreed that the Eligible Collateral Schedule shall not include any assets with respect to which (i) Offering Materials shall not have been delivered to Custodian (provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates), (ii) an Auditor Attestation and an Indemnity Undertaking shall not have been delivered to Lender (provided, that neither an Auditor Attestation nor an Indemnity Undertaking shall be required to be delivered with respect to SBA Collateral) and (iii) immediately after giving effect to such Loans, the Outstanding Amount of Loans by each Lender plus such Lender’s Percentage Share of the Outstanding Amount of LC Obligations does not exceed such Lender’s Commitment. The aggregate amount of all Loans in any Borrowing must be equal to $2,000,000 or any higher integral multiple of $250,000. The obligation of Borrower to repay to each Lender the aggregate amount of all Loans made by such Lender to Borrower, together with interest accruing in connection therewith, shall be evidenced by a single promissory note (herein called such Lender’s “Note”) made by Borrower payable to the order of such Lender in the case form of SBA Collateral other Exhibit A with appropriate insertions. The amount of principal owing on any Lender’s Note at any given time shall be the aggregate amount of all Loans theretofore made by such Lender to Borrower minus all payments of principal theretofore made by Borrower on such Note as provided herein. Interest on each Note shall accrue and be due and payable as provided herein and therein. Each Note shall be due and payable as provided herein and therein, and shall be due and payable in full on the Maturity Date. Subject to the terms and conditions of this Agreement, Borrower may borrow, repay, and reborrow under this Section 2.2. Borrower may have no more than Development Company Participation Certificates, an SBA Collateral Undertaking seven Borrowings of Eurodollar Loans outstanding at any time. All payments of principal and interest on the Loans shall not have been delivered to Lender, be made in each case prior to 5:00Dollars.

Loans. 3.1. On (a) Subject to the terms and conditions set forth herein and in the Credit Agreement, (i) each Additional Term Lender hereby agrees, severally and not jointly, to make an Additional Term Loan Subscription to the US Borrower on the Amendment Effective Date in an aggregate principal amount not to exceed the amount set forth opposite its name on Schedule I hereto (it being agreed that the Additional Term Loans made on the Amendment Effective Date shall be funded at 99.50% of the principal amount thereof, and notwithstanding such discount, all calculations hereunder with respect to such Additional Term Loans, including the accrual of interest and the repayment of interest and the repayment or prepayment of principal, shall be based on 100% of the stated principal amount thereof), and (ii) from and after the making of the Additional Term Loans and the application of the proceeds thereof on the Amendment Effective Date, not later than the time specified by Lender (such time to A) each Additional Term Loan shall be posted to the TALF Website in advance of such Loan Subscription Date)a “First Lien Term Loan”, a “Term Loan” and a “Loan”, (B) each TALF Agent may submit to Lender, in the manner specified by Lender person that holds Additional Term Loans from time to time, time shall be a request for Loans on behalf of each Applicable Borrower proposing to borrow Loans on the next scheduled “First Lien Term Loan Closing Date (each such requestLender”, a “Term Loan RequestLender” and a “Lender”), in each case, for all purposes under the Credit Agreement (as amended hereby) and the other Loan Documents. Each TALF Agent shall complete Without limiting the Loan Request foregoing, the US Borrower hereby unconditionally promises to repay the First Lien Term Loans (including the Additional Term Loans) in accordance with instructions provided by Custodian from time the schedule of installment payments set forth in Section 2.3 of the Credit Agreement (after giving effect to time, the amendments thereto effected hereby and as the same may be further adjusted in the form attached hereto as Appendix 3A or, in the case of a Loan to be secured by CMBS Collateral, Appendix 3B. Lender shall promptly provide Custodian accordance with the information contained in each such Loan RequestCredit Agreement). Notwithstanding the foregoing, a TALF Agent shall Amounts borrowed as Additional Term Loans and subsequently repaid may not be permitted to submit a Loan Request unless reborrowed. (xb) it has previously delivered to Custodian a copy The proceeds of the Letter of Agreement pursuant to which it became a party hereto and (y) in the case of a Loan to Additional Term Loans will be secured by Newly Issued CMBS Collateral and with respect to each such Item of Newly Issued CMBS Collateral, the following documents shall have been delivered to Lender and Custodian at or before the stated times: (1) not later than 5:00 p.m. on the eighth Business Day before the applicable Loan Subscription Date, the Offering Materials (as defined below) (which may be in preliminary form to the extent Offering Materials in final form are not then available), (2) not later than 5:00 p.m. on the sixth Business Day prior to the applicable Loan Subscription Date, an AUP Report (TALF) and an AUP Report (Industry) relating to such Offering Materials and (3) not later than the Business Day after any supplement to such Offering Materials is furnished to prospective investors, each such supplementused, together with an AUP Report the proceeds of new second lien term loans (TALFthe “Incremental Second Lien Term Loans”) and an update incurred on the date hereof pursuant to the earlier AUP Report (Industry); provided, that each such supplement Incremental Assumption Agreement and related AUP Report (TALF) and update to AUP Report (Industry) shall be delivered not later than 5:00 p.m. on the third Business Day prior Amendment No. 1 to the applicable Loan Subscription Date Second Lien Credit Agreement, dated as of the date hereof (and the Offering Materials with respect to any such Item of Newly Issued CMBS Collateral may not be supplemented after such time (other than with respect to final pricing information)). 3.2. On each Loan Subscription Date, not later than the time that each TALF Agent may submit Loan Requests to Lender pursuant to Section 3.1, each such TALF Agent shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum or other comparable offering materials (including any supplements thereto and any updates thereof) (collectively, “Offering MaterialsSecond Lien Amendment”) to the extent then available to it (and to the extent not previously delivered), with respect to all assets that its Applicable Borrowers desire to have included in the Collateral for the requested Loans; providedand cash on hand, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates and Legacy CMBS Collateral. 3.3. Not later than 12:00 noon on the fifth Business Day prior to each scheduled Loan Closing Date, in the case of a Loan to be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS Collateral, the Applicable TALF Agent shall deliver to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day (or in the case of a Loan to be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions in the amount of New Acquisition Collateral such Borrowers expect to be able to deliver on the Loan Closing Date as a result of the actual allocations of such New Acquisition Collateral by the underwriters thereof. Failure to deliver a Sales Confirmation with respect to New Acquisition Collateral shall result in such assets being ineligible for inclusion in the Collateral. With respect to Expected ABS Collateral that is not CMBS Collateral, it is understood and agreed that the Eligible Collateral Schedule shall not include any assets with respect to which (i) Offering Materials shall not have been delivered to Custodian (provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates)fund the Special Distribution, (ii) an Auditor Attestation and an Indemnity Undertaking shall not have been delivered to Lender (provided, that neither an Auditor Attestation nor an Indemnity Undertaking shall be required to be delivered with respect to SBA Collateral) prepay certain outstanding Revolving Credit Loans and (iii) to pay fees, costs and expenses incurred by the US Borrower in the case of SBA Collateral other than Development Company Participation Certificates, an SBA Collateral Undertaking shall not have been delivered to Lender, in each case prior to 5:00connection with transactions contemplated by this Amendment.

Loans. 3.1. On each Loan Subscription Date, not later than The Borrower may borrow amounts under this Agreement in any amount requested by the time specified by Lender (such time to be posted to the TALF Website in advance of such Loan Subscription Date), each TALF Agent may submit to Lender, in the manner specified by Lender from time to time, a request for Loans on behalf of each Applicable Borrower proposing to borrow Loans on the next scheduled Loan Closing Date (each such requestborrowing, a “Loan RequestLoan”). Each TALF Agent shall complete the Loan Request in accordance ; together with instructions provided by Custodian from time to time, in the form attached hereto as Appendix 3A or, in the case of a Loan to be secured by CMBS Collateral, Appendix 3B. Lender shall promptly provide Custodian with the information contained in each such Loan Request. Notwithstanding the foregoing, a TALF Agent shall not be permitted to submit a Loan Request unless (x) it has previously delivered to Custodian a copy of the Letter of Agreement pursuant to which it became a party hereto and (y) in the case of a Loan to be secured by Newly Issued CMBS Collateral and with respect to each such Item of Newly Issued CMBS Collateralother Loan, the following documents shall have been delivered to Lender and Custodian at or before “Loans”) during the stated times: (1) not later than 5:00 p.m. on the eighth Business Day before the applicable Loan Subscription Date, the Offering Materials (as defined below) (which may be in preliminary form to the extent Offering Materials in final form are not then available), (2) not later than 5:00 p.m. on the sixth Business Day prior to the applicable Loan Subscription Date, an AUP Report (TALF) and an AUP Report (Industry) relating to such Offering Materials and (3) not later than the Business Day after any supplement to such Offering Materials is furnished to prospective investors, each such supplement, together with an AUP Report (TALF) and an update to the earlier AUP Report (Industry)Availability Period; provided, that each such supplement and related AUP Report (TALF) and update to AUP Report (Industry) shall be delivered not later than 5:00 p.m. on the third Business Day prior to the applicable Loan Subscription Date (and the Offering Materials with respect to any such Item of Newly Issued CMBS Collateral may not be supplemented after such time (other than with respect to final pricing information)). 3.2. On each Loan Subscription Date, not later than the time that each TALF Agent may submit Loan Requests to Lender pursuant to Section 3.1, each such TALF Agent shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum or other comparable offering materials (including any supplements thereto and any updates thereof) (collectively, “Offering Materials”) to the extent then available to it (and to the extent not previously delivered), with respect to all assets that its Applicable Borrowers desire to have included in the Collateral for the requested Loans; provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates and Legacy CMBS Collateral. 3.3. Not later than 12:00 noon on the fifth Business Day prior to each scheduled Loan Closing Date, in the case of a Loan to be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS Collateral, the Applicable TALF Agent shall deliver to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day (or in the case of a Loan to be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions in the amount of New Acquisition Collateral such Borrowers expect to be able to deliver on the Loan Closing Date as a result of the actual allocations of such New Acquisition Collateral by the underwriters thereof. Failure to deliver a Sales Confirmation with respect to New Acquisition Collateral shall result in such assets being ineligible for inclusion in the Collateral. With respect to Expected ABS Collateral that is not CMBS Collateral, it is understood and agreed that the Eligible Collateral Schedule shall not include any assets with respect to which (i) Offering Materials the aggregate principal amount of all Loans made hereunder plus the aggregate principal amount of all loans made under the Corporate Claim Trust Loan Agreement shall not have been delivered to Custodian (provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates)exceed the Maximum Loan Amount at any time, (ii) an Auditor Attestation and an Indemnity Undertaking shall not have been delivered to Lender (provided, that neither an Auditor Attestation nor an Indemnity Undertaking the proceeds of all Loans shall be required used solely in furtherance of the Trust Purpose (including, but not limited to, for the avoidance of doubt, to be delivered with respect to SBA Collateral) fund and/or reimburse any of the fees, costs and expenses of the professionals retained by the Borrower in connection therewith), (iii) no borrowing request hereunder shall request Loans in an amount that would exceed the case Available Amount at such time and (iv) if, after giving effect to the making of SBA Collateral other than Development Company Participation Certificatesa Loan, an SBA Collateral Undertaking shall not have been delivered to Lenderthe aggregate principal amount of Loans made under this Agreement (including such Loan requested) plus the aggregate principal amount of all loans made under the Corporate Claim Trust Loan Agreement, in each case prior case, as of the date of such Loan, would exceed the Maximum Loan Amount, then the amount of the requested Loan shall be automatically reduced to 5:00the Available Amount at such time (for the avoidance of doubt, no Loans may be requested or funded until $13,000,000 has been contributed to the Trusts by the Lender pursuant to Article V.F and Article V.G of the Plan (“Non Loan Contribution”) and the entire amount of the Non Loan Contribution has been used by the Trusts in furtherance of the Trust Purpose and/or the trust purpose under the Corporate Claim Trust Agreement, as applicable). Loans borrowed hereunder and prepaid or repaid may not be reborrowed. 1930345.02-NYCSR07A - MSW

Loans. 3.1. On each Loan Subscription Date, not later than (a) Subject to and upon the time specified by Lender (such time to be posted to terms and conditions set forth in the TALF Website in advance of such Loan Subscription Date)Amendment, each TALF Agent may submit Lender having an “Initial Term Loan Commitment” severally agrees to Lender, in the manner specified by Lender from time to time, make a request for Loans on behalf of each Applicable Borrower proposing to borrow Loans on the next scheduled Loan Closing Date loan or loans (each such request, a “Loan Request”). Each TALF Agent shall complete the Loan Request in accordance with instructions provided by Custodian from time to time, in the form attached hereto as Appendix 3A or, in the case of a Loan to be secured by CMBS Collateral, Appendix 3B. Lender shall promptly provide Custodian with the information contained in each such Loan Request. Notwithstanding the foregoing, a TALF Agent shall not be permitted to submit a Loan Request unless (x) it has previously delivered to Custodian a copy of the Letter of Agreement pursuant to which it became a party hereto and (y) in the case of a Loan to be secured by Newly Issued CMBS Collateral and with respect to each such Item of Newly Issued CMBS Collateral, the following documents shall have been delivered to Lender and Custodian at or before the stated times: (1) not later than 5:00 p.m. on the eighth Business Day before the applicable Loan Subscription Date, the Offering Materials (as defined below) (which may be in preliminary form to the extent Offering Materials in final form are not then available), (2) not later than 5:00 p.m. on the sixth Business Day prior to the applicable Loan Subscription Dateeach, an AUP Report (TALF) and an AUP Report (Industry) relating to such Offering Materials and (3) not later than the Business Day after any supplement to such Offering Materials is furnished to prospective investors, each such supplement, together with an AUP Report (TALF) and an update to the earlier AUP Report (Industry); provided, that each such supplement and related AUP Report (TALF) and update to AUP Report (Industry) shall be delivered not later than 5:00 p.m. on the third Business Day prior to the applicable Loan Subscription Date (and the Offering Materials with respect to any such Item of Newly Issued CMBS Collateral may not be supplemented after such time (other than with respect to final pricing information)). 3.2. On each Loan Subscription Date, not later than the time that each TALF Agent may submit Loan Requests to Lender pursuant to Section 3.1, each such TALF Agent shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum or other comparable offering materials (including any supplements thereto and any updates thereof) (collectively, “Offering MaterialsInitial Term Loan”) to the extent then available to it (and to the extent not previously delivered)Borrower, with respect to all assets that its Applicable Borrowers desire to have included in the Collateral for the requested Loans; provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates and Legacy CMBS Collateral. 3.3. Not later than 12:00 noon on the fifth Business Day prior to each scheduled Loan Closing Date, in the case of a Loan to be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS Collateral, the Applicable TALF Agent shall deliver to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day (or in the case of a Loan to be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions in the amount of New Acquisition Collateral such Borrowers expect to be able to deliver on the Loan Closing Date as a result of the actual allocations of such New Acquisition Collateral by the underwriters thereof. Failure to deliver a Sales Confirmation with respect to New Acquisition Collateral shall result in such assets being ineligible for inclusion in the Collateral. With respect to Expected ABS Collateral that is not CMBS Collateral, it is understood and agreed that the Eligible Collateral Schedule shall not include any assets with respect to which (i) Offering Materials shall not have been delivered to Custodian (providedexceed, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates)for any such Lender, the Initial Term Loan Commitment of such Lender, (ii) an Auditor Attestation and an Indemnity Undertaking shall not have been delivered to Lender (providedexceed, that neither an Auditor Attestation nor an Indemnity Undertaking shall be required to be delivered with respect to SBA Collateral) and in the aggregate, the Total Term Loan Commitment, (iii) shall be made on the Effective Date, (iv) shall be denominated in U.S. Dollars, (v) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans, and (vi) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid may not be reborrowed. On the Initial Term Loan Maturity Date, all outstanding Initial Term Loans shall be repaid in full. (b) Subject to and upon the terms and conditions herein set forth, each Revolving Credit Lender severally agrees to make a loan or loans (each, a “Revolving Credit Loan”) to the Borrower in U.S. Dollars, which Revolving Credit Loans (i) shall not exceed, for any such Lender, the Revolving Credit Commitment of such Lender, (ii) shall not, after giving effect thereto and to the application of the proceeds thereof, result in such Lender’s Revolving Credit Exposure at such time exceeding such Lender’s Revolving Credit Commitment at such time, (iii) shall not, after giving effect thereto and to the application of the proceeds thereof, at any time result in the case aggregate amount of SBA Collateral other than Development Company Participation Certificatesall Lenders’ Revolving Credit Exposures exceeding the Total Revolving Credit Commitment then in effect, an SBA Collateral Undertaking (iv) shall be made at any time and from time to time on and after the SecondFourth Amendment Effective Date and prior to the Revolving Credit Maturity Date, (v) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type and (vi) may be repaid and reborrowed in accordance with the provisions hereof. On the Revolving Credit Maturity Date, all outstanding Revolving Credit Loans shall be repaid in full and the Revolving Credit Commitments shall terminate. (c) (i) Subject to and upon the terms and conditions set forth herein and in the Second Amendment, each Tranche B Term Lender severally agrees to make a loan or loans (each, xxx “Tranche B Term Loan”) to the Borrower, which (i) shall not have been delivered to exceed, for any such Lender, the Tranche B Term Loan Commitment of such Lender, (ii) shall not exceed, in the aggregate, the Total Tranche B Term Loan Commitment, (iii) shall be made on the Second Amendment Effective Date, (iv) may be made, in whole or in part, by means of a dollar-for-dollar, cashless exchange of Initial Term Loans for Tranche B Term Loans (in each case prior only to 5:00the extent so agreed by the Borrower, the Administrative Agent and the applicable Tranche B Term Lender), (v) shall be denominated in U.S. Dollars, (vi) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; provided that all Tranche B Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Tranche B Term of the same Class, and (vii) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid may not be reborrowed. On the Tranche B Term Loan Maturity Date, all outstanding Tranche B Term Loans shall be repaid in full.

Loans. 3.1. On each Loan Subscription Date, not later than i) Subject to and upon the time specified by Lender (such time to be posted to terms and conditions set forth in the TALF Website in advance of such Loan Subscription Date)Amendment, each TALF Agent may submit Lender having an “Initial Term Loan Commitment” severally agrees to Lender, in the manner specified by Lender from time to time, make a request for Loans on behalf of each Applicable Borrower proposing to borrow Loans on the next scheduled Loan Closing Date loan or loans (each such request, a “Loan Request”). Each TALF Agent shall complete the Loan Request in accordance with instructions provided by Custodian from time to time, in the form attached hereto as Appendix 3A or, in the case of a Loan to be secured by CMBS Collateral, Appendix 3B. Lender shall promptly provide Custodian with the information contained in each such Loan Request. Notwithstanding the foregoing, a TALF Agent shall not be permitted to submit a Loan Request unless (x) it has previously delivered to Custodian a copy of the Letter of Agreement pursuant to which it became a party hereto and (y) in the case of a Loan to be secured by Newly Issued CMBS Collateral and with respect to each such Item of Newly Issued CMBS Collateral, the following documents shall have been delivered to Lender and Custodian at or before the stated times: (1) not later than 5:00 p.m. on the eighth Business Day before the applicable Loan Subscription Date, the Offering Materials (as defined below) (which may be in preliminary form to the extent Offering Materials in final form are not then available), (2) not later than 5:00 p.m. on the sixth Business Day prior to the applicable Loan Subscription Dateeach, an AUP Report (TALF) and an AUP Report (Industry) relating to such Offering Materials and (3) not later than the Business Day after any supplement to such Offering Materials is furnished to prospective investors, each such supplement, together with an AUP Report (TALF) and an update to the earlier AUP Report (Industry); provided, that each such supplement and related AUP Report (TALF) and update to AUP Report (Industry) shall be delivered not later than 5:00 p.m. on the third Business Day prior to the applicable Loan Subscription Date (and the Offering Materials with respect to any such Item of Newly Issued CMBS Collateral may not be supplemented after such time (other than with respect to final pricing information)). 3.2. On each Loan Subscription Date, not later than the time that each TALF Agent may submit Loan Requests to Lender pursuant to Section 3.1, each such TALF Agent shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum or other comparable offering materials (including any supplements thereto and any updates thereof) (collectively, “Offering MaterialsInitial Term Loan”) to the extent then available to it (and to the extent not previously delivered)Borrower, with respect to all assets that its Applicable Borrowers desire to have included in the Collateral for the requested Loans; provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates and Legacy CMBS Collateral. 3.3. Not later than 12:00 noon on the fifth Business Day prior to each scheduled Loan Closing Date, in the case of a Loan to be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS Collateral, the Applicable TALF Agent shall deliver to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day (or in the case of a Loan to be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions in the amount of New Acquisition Collateral such Borrowers expect to be able to deliver on the Loan Closing Date as a result of the actual allocations of such New Acquisition Collateral by the underwriters thereof. Failure to deliver a Sales Confirmation with respect to New Acquisition Collateral shall result in such assets being ineligible for inclusion in the Collateral. With respect to Expected ABS Collateral that is not CMBS Collateral, it is understood and agreed that the Eligible Collateral Schedule shall not include any assets with respect to which (i) Offering Materials shall not have been delivered to Custodian (providedexceed, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates)for any such Lender, the Initial Term Loan Commitment of such Lender, (ii) an Auditor Attestation and an Indemnity Undertaking shall not have been delivered to Lender (providedexceed, that neither an Auditor Attestation nor an Indemnity Undertaking shall be required to be delivered with respect to SBA Collateral) and in the aggregate, the Total Term Loan Commitment, (iii) shall be made on the Effective Date, (iv) shall be denominated in U.S. Dollars, (v) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans, and (vi) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid may not be reborrowed. On the Initial Term Loan Maturity Date, all outstanding Initial Term Loans shall be repaid in full. (a) Subject to and upon the terms and conditions herein set forth, each Revolving Credit Lender severally agrees to make a loan or loans (each, a “Revolving Credit Loan”) to the Borrower in U.S. Dollars, which Revolving Credit Loans (i) shall not exceed, for any such Lender, the Revolving Credit Commitment of such Lender, (ii) shall not, after giving effect thereto and to the application of the proceeds thereof, result in such Lender’s Revolving Credit Exposure at such time exceeding such Lender’s Revolving Credit Commitment at such time, (iii) shall not, after giving effect thereto and to the application of the proceeds thereof, at any time result in the case aggregate amount of SBA Collateral other than Development Company Participation Certificatesall Lenders’ Revolving Credit Exposures exceeding the Total Revolving Credit Commitment then in effect, an SBA Collateral Undertaking (iv) shall not have been delivered be made at any time and from time to Lender, in each case time on and after the Second Amendment Effective Date and prior to 5:00the Revolving Credit Maturity Date, (v) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type and (vi) may be repaid and reborrowed in accordance with the provisions hereof. On the Revolving Credit Maturity Date, all outstanding Revolving Credit Loans shall be repaid in full and the Revolving Credit Commitments shall terminate.

Loans. 3.1. On (a) Subject to and upon the terms and conditions contained herein, each Loan Subscription Date, Lender severally (and not later than jointly) agrees to make its Pro Rata Share of Revolving Loans to Borrowers from time to time in amounts requested by a Borrower (or Administrative Borrower on behalf of such Borrower) up to the amount outstanding at any time specified by Lender equal to the lesser of: (i) the Borrowing Base at such time to or (ii) the Maximum Credit at such time. (b) Except in Agent’s discretion and with the consent of all Lenders, or as otherwise provided herein, (i) the aggregate principal amount of the Loans and the Letters of Credit outstanding at any time shall not exceed the Maximum Credit, (ii) the aggregate principal amount of the Revolving Loans and Letters of Credit outstanding at any time shall not exceed the Borrowing Base, (iii) the aggregate principal amount of the Revolving Loans and Letters of Credit outstanding at any time based on Eligible Inventory consisting of gasoline and diesel fuel shall not exceed the Fuel Inventory Loan Limit, (iv) the aggregate principal amount of the Revolving Loans and Letters of Credit outstanding at any time based on the Eligible Inventory which is Perishable Inventory shall not exceed $4,000,000, and (v) the aggregate principal amount of Revolving Loans and Letters of Credit outstanding at any time based on Eligible Inventory shall not exceed the Inventory Loan Limit. (c) In the event that the aggregate principal amount of the Loans and Letters of Credit outstanding exceed the Maximum Credit, or the aggregate principal amount of Revolving Loans and Letters of Credit outstanding exceed the Borrowing Base, or the aggregate principal amount of Revolving Loans and Letters of Credit outstanding based on Eligible Inventory consisting of gasoline and diesel fuel exceed the Fuel Inventory Loan Limit, the aggregate principal amount of Revolving Loans and Letters of Credit outstanding based on the Eligible Inventory which is Perishable Inventory exceeds the sublimit set forth above, the aggregate principal amount of Revolving Loans and Letters of Credit outstanding based on Eligible Inventory exceed the Inventory Loan Limit, or the aggregate amount of the outstanding Letters of Credit exceed the sublimit for Letters of Credit set forth in Section 2.2(e) hereof, such event shall not limit, waive or otherwise affect any rights of Agent or Lenders in such circumstances or on any future occasions and Borrowers shall, upon demand by Agent, which may be posted to the TALF Website in advance of such Loan Subscription Date), each TALF Agent may submit to Lender, in the manner specified by Lender made at any time or from time to time, a request for Loans on behalf immediately repay to Agent the entire amount of each Applicable Borrower proposing to borrow Loans on the next scheduled Loan Closing Date (each such request, a “Loan Request”). Each TALF Agent shall complete the Loan Request in accordance with instructions provided by Custodian from time to time, in the form attached hereto as Appendix 3A or, in the case of a Loan to be secured by CMBS Collateral, Appendix 3B. Lender shall promptly provide Custodian with the information contained in each such Loan Request. Notwithstanding the foregoing, a TALF Agent shall not be permitted to submit a Loan Request unless (x) it has previously delivered to Custodian a copy of the Letter of Agreement pursuant to which it became a party hereto and (y) in the case of a Loan to be secured by Newly Issued CMBS Collateral and with respect to each such Item of Newly Issued CMBS Collateral, the following documents shall have been delivered to Lender and Custodian at or before the stated times: (1) not later than 5:00 p.m. on the eighth Business Day before the applicable Loan Subscription Date, the Offering Materials (as defined below) (which may be in preliminary form to the extent Offering Materials in final form are not then available), (2) not later than 5:00 p.m. on the sixth Business Day prior to the applicable Loan Subscription Date, an AUP Report (TALF) and an AUP Report (Industry) relating to such Offering Materials and (3) not later than the Business Day after any supplement to such Offering Materials is furnished to prospective investors, each such supplement, together with an AUP Report (TALF) and an update to the earlier AUP Report (Industry); provided, that each such supplement and related AUP Report (TALF) and update to AUP Report (Industry) shall be delivered not later than 5:00 p.m. on the third Business Day prior to the applicable Loan Subscription Date (and the Offering Materials with respect to any such Item of Newly Issued CMBS Collateral may not be supplemented after such time (other than with respect to final pricing information))excess(es) for which payment is demanded. 3.2. On each Loan Subscription Date, not later than the time that each TALF Agent may submit Loan Requests to Lender pursuant to Section 3.1, each such TALF Agent shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum or other comparable offering materials (including any supplements thereto and any updates thereof) (collectively, “Offering Materials”) to the extent then available to it (and to the extent not previously delivered), with respect to all assets that its Applicable Borrowers desire to have included in the Collateral for the requested Loans; provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates and Legacy CMBS Collateral. 3.3. Not later than 12:00 noon on the fifth Business Day prior to each scheduled Loan Closing Date, in the case of a Loan to be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS Collateral, the Applicable TALF Agent shall deliver to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day (or in the case of a Loan to be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions in the amount of New Acquisition Collateral such Borrowers expect to be able to deliver on the Loan Closing Date as a result of the actual allocations of such New Acquisition Collateral by the underwriters thereof. Failure to deliver a Sales Confirmation with respect to New Acquisition Collateral shall result in such assets being ineligible for inclusion in the Collateral. With respect to Expected ABS Collateral that is not CMBS Collateral, it is understood and agreed that the Eligible Collateral Schedule shall not include any assets with respect to which (i) Offering Materials shall not have been delivered to Custodian (provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates), (ii) an Auditor Attestation and an Indemnity Undertaking shall not have been delivered to Lender (provided, that neither an Auditor Attestation nor an Indemnity Undertaking shall be required to be delivered with respect to SBA Collateral) and (iii) in the case of SBA Collateral other than Development Company Participation Certificates, an SBA Collateral Undertaking shall not have been delivered to Lender, in each case prior to 5:00

Loans. 3.1. On (a) Subject to and upon the terms and conditions herein set forth, each Loan Subscription Lender having a Commitment shall, on the Closing Date, severally (and not later than jointly), make a Loan to Borrower, which Loan (a) when aggregated with each other Loan made hereunder, shall be in an amount not to exceed the time specified aggregate Commitments of all Lenders and (b) for each Lender shall be in an amount of such Lender’s Commitment. Each Loan may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid may not be reborrowed. (b) Parent may, by Lender (such time to be posted written notice to the TALF Website in advance of such Loan Subscription Date)Administrative Agent (each, each TALF Agent may submit to Lender, in the manner specified by Lender from time to time, a request for Loans on behalf of each Applicable Borrower proposing to borrow Loans on the next scheduled Loan Closing Date (each such request, a an “Loan Incremental Facility Request”). Each TALF Agent shall complete the Loan Request in accordance with instructions provided by Custodian from time to time, request increases in the form attached hereto aggregate Commitments (each, an “Incremental Commitment” and each term loan thereunder, an “Incremental Loan”; each Incremental Commitment is sometimes referred to herein as Appendix 3A oran “Incremental Facility” and all such Incremental Commitments are sometimes referred to herein, collectively, as “Incremental Facilities”) in Dollars in an aggregate amount not to exceed $10,000,000. Such Incremental Facility Request shall set forth (I) the case amount of the Incremental Commitment being requested (which shall be in a Loan minimum amount of $1,000,000 and multiples of $500,000 in excess thereof), and (II) the date (an “Incremental Effective Date”) on which such Incremental Facility is requested to be secured become effective (which, unless otherwise agreed by CMBS Collateralthe Administrative Agent, Appendix 3B. Lender shall promptly provide Custodian with the information contained in each such Loan Request. Notwithstanding the foregoing, a TALF Agent shall not be permitted to submit a Loan Request unless less than fifteen (x15) it has previously delivered to Custodian a copy days nor more than ninety (90) days after the date of such notice). Upon delivery of the Letter of Agreement pursuant to applicable Incremental Facility Request, and the consent thereto by the Administrative Agent and the Required Lenders (which it became a party hereto and (y) such consents may be withheld in the case sole and absolute discretion of a Loan to such Person) such Incremental Facility shall be secured offered by Newly Issued CMBS Collateral and with respect to each such Item of Newly Issued CMBS Collateral, the following documents shall have been delivered to Lender and Custodian at or before the stated times: (1) not later than 5:00 p.m. on the eighth Business Day before the applicable Loan Subscription Date, the Offering Materials (as defined below) (which may be in preliminary form Administrative Agent to the extent Offering Materials Lenders or other lenders in final form are not then available), (2) not later than 5:00 p.m. on the sixth Business Day prior to sole and absolute discretion of the applicable Loan Subscription Date, an AUP Report (TALF) and an AUP Report (Industry) relating to such Offering Materials and (3) not later than the Business Day after any supplement to such Offering Materials is furnished to prospective investors, each such supplement, together with an AUP Report (TALF) and an update to the earlier AUP Report (Industry)Administrative Agent; provided, that each none of the Lenders will be required to provide all or any portion of such supplement Incremental Facility, and related AUP Report (TALF) and update any decision whether or not to AUP Report (Industry) so provide all or any portion of such Incremental Facility by any Lender shall be delivered not later than 5:00 p.m. on made at the third Business Day prior to the applicable Loan Subscription Date sole discretion of such Lender (and the Offering Materials with respect to any such Item of Newly Issued CMBS Collateral may not be supplemented after such time (other than with respect to final pricing information)). 3.2. On each Loan Subscription Date, not later than the time that each TALF Agent may submit Loan Requests to Lender pursuant to Section 3.1, each such TALF Agent shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum or other comparable offering materials (including any supplements thereto and any updates thereof) (collectively, “Offering Materials”) to the extent then available such Incremental Facility was offered by the Administrative Agent to it such Lender). Any Incremental Loans shall be on the same terms (including all-in pricing and maturity date) as, and pursuant to the same documentation applicable to, the existing Loans. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Facility, this Agreement shall be amended to the extent not previously delivered)(but only to the extent) necessary or appropriate to reflect the existence of such Incremental Facility and the Loans evidenced thereby, with respect and any joinder agreement or amendment may, without the consent of any Lenders, effect such amendments to all assets that its Applicable Borrowers desire to have included in this Agreement and the Collateral for the requested Loans; provided, that Offering Materials shall not other Credit Documents as may be required to be delivered with respect to SBA Pool Certificates and Legacy CMBS Collateral. 3.3. Not later than 12:00 noon on the fifth Business Day prior to each scheduled Loan Closing Datenecessary or appropriate, in the case reasonable opinion of a Loan Agents and the Parent, to be secured by Legacy CMBS Collateral effectuate the provisions of this Section 2.01(b), and, for the avoidance of doubt, this Section 2.01(b) shall supersede any provisions in Section 12.01. From and with respect to after each such Item of Legacy CMBS CollateralIncremental Effective Date, the Applicable TALF Agent Loans and Commitments established pursuant to this Section 2.01(b) shall deliver constitute Loans and Commitments under, and shall be entitled to Lender all the benefits afforded by, this Agreement and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day (or in the case of a Loan to be secured by CMBS Collateralother Credit Documents, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) and shall, with respect to any New Acquisition Collateralwithout limiting the foregoing, submit to Custodian a Sales Confirmation benefit equally and (y) may submit to Custodian a revised Loan Request reflecting any reductions in ratably from the loan requests of its Applicable Borrowers that reflect any reductions in the amount of New Acquisition Collateral such Borrowers expect to be able to deliver on the Loan Closing Date as a result of the actual allocations of such New Acquisition Collateral same guarantees and security interests created by the underwriters thereof. Failure to deliver a Sales Confirmation with respect to New Acquisition Collateral shall result in such assets being ineligible for inclusion in the Collateral. With respect to Expected ABS Collateral that is not CMBS Collateral, it is understood and agreed that the Eligible Collateral Schedule shall not include any assets with respect to which (i) Offering Materials shall not have been delivered to Custodian (provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates), (ii) an Auditor Attestation and an Indemnity Undertaking shall not have been delivered to Lender (provided, that neither an Auditor Attestation nor an Indemnity Undertaking shall be required to be delivered with respect to SBA Collateral) and (iii) in the case of SBA Collateral other than Development Company Participation Certificates, an SBA Collateral Undertaking shall not have been delivered to Lender, in each case prior to 5:00applicable Security Documents.

Loans. 3.1. On each Loan Subscription Date(i) Subject to the terms and conditions set forth herein and in the Ancillary Agreements, not later than Laurus agrees to make loans (the time specified by Lender (such "Loans") to Company from time to be posted to time during the TALF Website in advance of such Loan Subscription Date), each TALF Agent may submit to LenderTerm which, in the manner specified aggregate at any time outstanding, will not exceed an amount equal to (I) the Accounts Availability plus (II) the Inventory Availability. The amount derived at any time from Section 2(a)(i)(I) plus Section 2(a)(i)(II) shall be referred to as the "Formula Amount". Company shall execute and deliver to Laurus on the Closing Date a Minimum Borrowing Note and a Revolving Note evidencing the Loans funded on the Closing Date. From time to time thereafter, Company shall execute and deliver to Laurus immediately prior to the final funding of each additional $2,750,000 tranche of Loans allocated to any Minimum Borrowing Note issued by Lender Company to Laurus after the date hereof (calculated on a cumulative basis for each such tranche) an additional Minimum Borrowing Note evidencing such tranche, substantially in the form of the Minimum Borrowing Note delivered by Company to Laurus on the Closing Date. Notwithstanding anything herein to the contrary, whenever during the Term the outstanding balance on the Revolving Note should equal or exceed $1,500,000, to the extent that the outstanding balance on the Minimum Borrowing Note shall be less than $2,750,000 (the difference of $2,750,000 less the actual balance of the Minimum Borrowing Note, the "Available Minimum Borrowing"), such portion of the balance of the Revolving Note that is in excess of $1,500,000, up to an amount equal the Available Minimum Borrowing shall be deemed to be simultaneously extinguished on the Revolving Note and transferred to, and evidenced by, a new serialized Minimum Borrowing Note. Any such transfer shall be limited to an amount that, after such transfer, leaves an outstanding balance under the Revolving Note of at least $1,500,000. (ii) Notwithstanding the limitations set forth above, if requested by Company, Laurus retains the right to lend to Company from time to time such amounts in excess of such limitations as Laurus may determine in its sole discretion. (iii) Company acknowledges that the exercise of Laurus' discretionary rights, exercised reasonably, hereunder may result during the Term in one or more increases or decreases in the advance percentages used in determining Accounts Availability and/or Inventory Availability and Company hereby consents to any such increases or decreases which may limit or restrict advances requested by Company. (iv) If Company does not pay any interest, fees, costs or charges due to Laurus under this Agreement or any Ancillary Agreement when due (after giving effect to any cure or grace periods applicable thereto), Company shall thereby be deemed to have requested, and Laurus is hereby authorized at its discretion to make and charge to Company's account, a Loan to Company as of such date in an amount equal to such unpaid interest, fees, costs or charges. (v) If Company at any time fails to perform or observe any of the covenants contained in this Agreement or any Ancillary Agreement (after giving effect to any cure or grace periods applicable thereto), Laurus may, but need not, perform or observe such covenant on behalf and in the name, place and stead of Company (or, at Laurus' option, in Laurus' name) and may, but need not, take any and all other actions which Laurus may deem necessary to cure or correct such failure (including the payment of taxes, the satisfaction of Liens, the performance of obligations owed to Account Debtors, lessors or other obligors, the procurement and maintenance of insurance, the execution of assignments, security agreements and financing statements, and the endorsement of instruments). The amount of all monies expended and all costs and expenses (including attorneys' fees and legal expenses) incurred by Laurus in connection with or as a result of the performance or observance of such agreements or the taking of such action by Laurus shall be charged to Company's account as a Loan and added to the Obligations. To facilitate Laurus' performance or observance of such covenants of Company, Company hereby irrevocably appoints Laurus, or Laurus' delegate, acting alone, as Company's attorney in fact (which appointment is coupled with an interest) with the right (but not the duty) from time to time, a request for Loans following the occurrence and during the continuance of an Event of Default, to create, prepare, complete, execute, deliver, endorse or file in the name and on behalf of Company any and all instruments, documents, assignments, security agreements, financing statements, applications for insurance and other agreements and writings required to be obtained, executed, delivered or endorsed by Company. (vi) Laurus will account to Company monthly with a statement of all Loans and other advances, charges and payments made pursuant to this Agreement, and such account rendered by Laurus shall be deemed final, binding and conclusive unless Laurus is notified by Company in writing to the contrary within thirty (30) days of the date each Applicable Borrower proposing account was rendered specifying the item or items to which objection is made. (vii) During the Term, Company may borrow and prepay Loans on the next scheduled Loan Closing Date (each such request, a “Loan Request”). Each TALF Agent shall complete the Loan Request in accordance with instructions provided the terms and conditions hereof. (viii) If any Eligible Account is not paid by Custodian from the Account Debtor within ninety (90) days after the date that such Eligible Account was invoiced or if any Account Debtor asserts a deduction, dispute, contingency, set-off, or counterclaim with respect to any Eligible Account (a "Delinquent Account"), Company shall (i) reimburse Laurus (X) for the amount of the Loans made with respect to such portion of such Delinquent Account that is not paid within such time to time, in the form attached hereto as Appendix 3A or, in the case of the assertion of a Loan deduction, dispute, contingency, set-off or counterclaim by an Account Debtor, such portion of such Delinquent Account that such Account Debtor has not confirmed its intention to be secured by CMBS Collateralpay, Appendix 3B. Lender shall promptly provide Custodian with the information contained plus, (Y) in each such Loan Request. Notwithstanding the foregoingeither case, a TALF Agent shall not be permitted an adjustment fee in an amount equal to submit a Loan Request unless one-half of one percent (x0.50%) it has previously delivered to Custodian a copy of the Letter of Agreement pursuant to which it became a party hereto and amount determined in clause (yX) in the case of a Loan to be secured by Newly Issued CMBS Collateral and with respect to each such Item of Newly Issued CMBS Collateral, the following documents shall have been delivered to Lender and Custodian at or before the stated times: (1) not later than 5:00 p.m. on the eighth Business Day before the applicable Loan Subscription Date, the Offering Materials (as defined below) (which may be in preliminary form to the extent Offering Materials in final form are not then available), (2) not later than 5:00 p.m. on the sixth Business Day prior to the applicable Loan Subscription Date, an AUP Report (TALF) and an AUP Report (Industry) relating to such Offering Materials and (3) not later than the Business Day after any supplement to such Offering Materials is furnished to prospective investors, each such supplement, together with an AUP Report (TALF) and an update to the earlier AUP Report (Industry); provided, that each such supplement and related AUP Report (TALF) and update to AUP Report (Industry) shall be delivered not later than 5:00 p.m. on the third Business Day prior to the applicable Loan Subscription Date (and the Offering Materials with respect to any such Item of Newly Issued CMBS Collateral may not be supplemented after such time (other than with respect to final pricing information)). 3.2. On each Loan Subscription Date, not later than the time that each TALF Agent may submit Loan Requests to Lender pursuant to Section 3.1, each such TALF Agent shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum or other comparable offering materials (including any supplements thereto and any updates thereof) (collectively, “Offering Materials”) to the extent then available to it (and to the extent not previously delivered), with respect to all assets that its Applicable Borrowers desire to have included in the Collateral for the requested Loans; provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates and Legacy CMBS Collateral. 3.3. Not later than 12:00 noon on the fifth Business Day prior to each scheduled Loan Closing Date, in the case of a Loan to be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS Collateral, the Applicable TALF Agent shall deliver to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day (or in the case of a Loan to be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions in the amount of New Acquisition Collateral such Borrowers expect to be able to deliver on the Loan Closing Date as a result of the actual allocations of such New Acquisition Collateral by the underwriters thereof. Failure to deliver a Sales Confirmation with respect to New Acquisition Collateral shall result in such assets being ineligible for inclusion in the Collateral. With respect to Expected ABS Collateral that is not CMBS Collateral, it is understood and agreed that the Eligible Collateral Schedule shall not include any assets with respect to which (i) Offering Materials shall not have been delivered to Custodian (provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates), (ii) immediately replace such Delinquent Account, or portion thereof, with an Auditor Attestation and an Indemnity Undertaking shall not have been delivered to Lender (provided, that neither an Auditor Attestation nor an Indemnity Undertaking shall be required to be delivered with respect to SBA Collateral) and (iii) in the case of SBA Collateral other than Development Company Participation Certificates, an SBA Collateral Undertaking shall not have been delivered to Lender, in each case prior to 5:00otherwise Eligible Account.

Loans. 3.1. On each Loan Subscription DateMake advances, not later than loans or extensions of credit to any Person, including without limitation, any Parent, Subsidiary or Affiliate except (a)(i) intercompany Indebtedness of any Borrower owed to any other Borrower, and (ii) provided that no Default or Event of Default shall have occurred and be continuing at the time specified of the incurrence thereof, or would result therefrom, Indebtedness incurred by Lender Holdings or COI made by any Borrower (such time or made by COI to be posted Holdings), (A) provided there are no available options to pay in kind, to permit COI or Holdings to make regularly scheduled interest payments in cash then due under and pursuant to the TALF Website Subordinated Notes as in advance effect in the date hereof, respectively; provided that during the period beginning 20 Business Days prior to any such payment and ending 10 Business Days after giving effect to any such payment, the Borrowers shall have Undrawn Availability of such Loan Subscription Datenot less than $7,500,000, (B) to permit Holdings or COI to pay Corporate Overhead; provided that, in each case under clauses (i) and (ii) of this subsection 7.5(a), such Indebtedness must be unsecured and subordinated in right of payment to the Obligations in a manner and upon terms acceptable to Administrative Agent (and by its execution and delivery hereof, each TALF Agent may submit to Lender, in the manner specified by Lender from time to time, a request for Loans on behalf of each Applicable Borrower proposing to borrow Loans on the next scheduled Loan Closing Date (each agrees that all such request, a “Loan Request”). Each TALF Agent Indebtedness shall complete the Loan Request in accordance with instructions provided by Custodian from time to time, in the form attached hereto as Appendix 3A or, in the case of a Loan to be secured by CMBS Collateral, Appendix 3B. Lender shall promptly provide Custodian with the information contained in each such Loan Request. Notwithstanding the foregoing, a TALF Agent so unsecured and subordinate) and shall not be permitted evidenced by any note or other instrument unless the same is pledged to submit a Loan Request unless Administrative Agent (xcollectively, the “Intercompany Note”); (b) it has previously delivered advances in an aggregate amount not to Custodian a copy of the Letter of Agreement pursuant to which it became a party hereto and (y) exceed $200,000 at any time, made in the case Ordinary Course of a Loan Business consistent with current practices at the Closing Date by THISCI to be secured by Newly Issued CMBS Collateral and with respect independent supplemental staffing firms to each induce such Item of Newly Issued CMBS Collateral, the following documents shall have been delivered firms to Lender and Custodian at or before the stated times: (1) not later than 5:00 p.m. on the eighth Business Day before the applicable Loan Subscription Date, the Offering Materials (as defined below) (which may be in preliminary form to the extent Offering Materials in final form are not then available), (2) not later than 5:00 p.m. on the sixth Business Day prior to the applicable Loan Subscription Date, an AUP Report (TALF) and an AUP Report (Industry) relating to such Offering Materials and (3) not later than the Business Day after any supplement to such Offering Materials is furnished to prospective investors, each such supplement, together with an AUP Report (TALF) and an update to the earlier AUP Report (Industry)enter into Account Agreements; provided, that each such supplement and related AUP Report (TALF) and update advances are secured by a first priority perfected security interest in the Receivables under such Account Agreements in favor of THISCI, subject to AUP Report (Industry) shall be delivered not later than 5:00 p.m. on the third Business Day prior to the applicable Loan Subscription Date (and the Offering Materials with respect to any such Item of Newly Issued CMBS Collateral may not be supplemented after such time (no Liens other than with respect Permitted Encumbrances, and (c) in addition to final pricing information)). 3.2. On each Loan Subscription Date, not later than the time that each TALF Agent may submit Loan Requests to Lender advances made pursuant to Section 3.1clause (b) above, each such TALF Agent shall deliver advances not to Custodian the preliminary and/or final prospectus, offering memorandum or other comparable offering materials (including exceed $500,000 outstanding at any supplements thereto and any updates thereof) (collectively, “Offering Materials”) to the extent then available to it (and to the extent not previously delivered), with respect to all assets that its Applicable Borrowers desire to have included time in the Collateral for the requested Loans; provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates and Legacy CMBS Collateral. 3.3. Not later than 12:00 noon on the fifth Business Day prior to each scheduled Loan Closing Date, aggregate made by Borrowers in the case Ordinary Course of a Loan Business consistent with current practices at the Closing Date to be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS Collateral, the Applicable TALF Agent shall deliver to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day (or Persons engaged in the case business of a Loan providing temporary employment personnel to be secured by CMBS Collateralclients to induce such Persons to enter into, the fifth Business Day) prior to each scheduled Loan Closing Dateor remain party to, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions in the amount of New Acquisition Collateral such Borrowers expect to be able to deliver on the Loan Closing Date as a result of the actual allocations of such New Acquisition Collateral by the underwriters thereof. Failure to deliver a Sales Confirmation with respect to New Acquisition Collateral shall result in such assets being ineligible for inclusion in the Collateral. With respect to Expected ABS Collateral that is not CMBS Collateral, it is understood and agreed that the Eligible Collateral Schedule shall not include any assets with respect to which (i) Offering Materials shall not have been delivered to Custodian (provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates), (ii) an Auditor Attestation and an Indemnity Undertaking shall not have been delivered to Lender (provided, that neither an Auditor Attestation nor an Indemnity Undertaking shall be required to be delivered with respect to SBA Collateral) and (iii) in the case of SBA Collateral other than Development Company Participation Certificates, an SBA Collateral Undertaking shall not have been delivered to Lender, in each case prior to 5:00Account Agreements or Licensing Agreements.

Loans. 3.1. On (a) Section 2.1(a) of the Loan Agreement is hereby amended by deleting the proviso at the end of the first sentence of such Section in its entirety and replacing it with the following: “provided, that, in each case, after giving effect to any such Tranche A Loan Subscription Dateor Tranche B Loan, (x) the principal amount of the Tranche A Loans, Tranche B Loans and Letter of Credit Accommodations outstanding with respect to any Borrower shall not later than exceed the time specified by Lender lesser of (1) the Borrowing Base of such Borrower at such time to be posted to or (2) the TALF Website in advance Revolving Loan Limit of such Loan Subscription DateBorrower at such time and (y) the aggregate principal amount of the Loans and Letter of Credit Accommodations outstanding to all Borrowers shall not exceed the lesser of (1) the Maximum Credit or (2) the Eligible Working Capital.” (b) Sections 2.1(c), each TALF (d), (e), (f) and (g) of the Loan Agreement are hereby amended by deleting such Sections in their entirety and replacing them with the following: (c) Except in Agent’s discretion, with the consent of all Lenders, or as otherwise provided herein, (i) the aggregate amount of the Loans and Letter of Credit Accommodations outstanding at any time shall not exceed the Maximum Credit or the Eligible Working Capital, (ii) the aggregate amount of the Tranche A Loans and Letter of Credit Accommodations outstanding at any time to a Borrower shall not exceed the Tranche A Loan Limit of such Borrower, (iii) the aggregate amount of the Tranche B Loans outstanding at any time to a Borrower shall not exceed the Tranche B Loan Limit of such Borrower, (iv) the aggregate amount of the Revolving Loans and Letter of Credit Accommodations outstanding at any time to a Borrower shall not exceed the Borrowing Base of such Borrower or the Revolving Loan Limit of such Borrower, and (v) the aggregate principal amount of Revolving Loans and Letter of Credit Accommodations outstanding at any time to a Borrower based on the Eligible Inventory of such Borrower shall not exceed the Inventory Loan Limit for such Borrower. (d) In the event that the aggregate amount of the Loans and Letter of Credit Accommodations outstanding at any time exceeds the Maximum Credit or the Eligible Working Capital, or the aggregate amount of the Tranche A Loans and Letter of Credit Accommodations outstanding at any time to a Borrower exceeds the Tranche A Loan Limit of such Borrower, or the aggregate amount of the Tranche B Loans outstanding at any time to a Borrower exceeds the Tranche B Loan Limit of such Borrower, or the aggregate amount of the Revolving Loans and Letter of Credit Accommodations outstanding at any time to a Borrower exceeds the Borrowing Base of such Borrower or the Revolving Loan Limit of such Borrower, or the aggregate principal amount of Revolving Loans and Letter of Credit Accommodations based on Eligible Inventory of a Borrower exceeds the Inventory Loan Limit of such Borrower, or the aggregate amount of the outstanding Letter of Credit Accommodations exceeds the sublimit for Letter of Credit Accommodations set forth in Section 2.2(e) hereof, such event shall not limit, waive or otherwise affect any rights of Agent or Lenders in such circumstances or on any future occasions and Borrowers shall, upon demand by Agent, which may submit to Lender, in the manner specified by Lender be made at any time or from time to time, a request immediately repay to Agent the entire amount of any such excess(es) for Loans which payment is demanded. (e) If any Borrower (or Administrative Borrower on behalf of each Applicable Borrower proposing such Borrower) desires to borrow a Tranche B Loan, such Borrower (or Administrative Borrower on behalf of such Borrower) shall, pursuant to the terms of Section 2.1(f) hereof, give Agent no less than five (5) Business Days’ prior notice thereof. Notwithstanding this notice requirement, it is the intention of the Tranche A Lenders and the Tranche B Lenders that the aggregate outstanding principal amount of Revolving Loans be allocated among the Tranche A Lenders and the Tranche B Lenders ratably in accordance with their respective Pro Rata Shares (determined in accordance with the terms of clause (d) of the definition of Pro Rata Share based on the next scheduled Loan Closing Date respective Tranche A Commitments of Tranche A Lenders and Tranche B Commitments of Tranche B Lenders or, if the Tranche A Commitments and Tranche B Commitments are terminated, based on the respective Tranche A Commitments of Tranche A Lenders and Tranche B Commitments of Tranche B Lenders in effect immediately preceding such termination). (f) By no later than 11:00 a.m. (New York City time) on the last Business Day of each week or such other Business Day as Agent may from time to time request or as Administrative Borrower may desire (each such requestdate, a “Tranche B Loan RequestDeemed Borrowing Request Date”). Each TALF Agent shall complete the Loan Request in accordance with instructions provided by Custodian from time to time, in the form attached hereto as Appendix 3A or, in the case of a Loan to be secured by CMBS Collateral, Appendix 3B. Lender shall promptly provide Custodian with the information contained in each such Loan Request. Notwithstanding the foregoing, a TALF Agent shall not be permitted to submit a Loan Request unless (x) it has previously delivered to Custodian a copy of the Letter of Agreement pursuant to which it became a party hereto and (y) in the case of a Loan to be secured by Newly Issued CMBS Collateral and with respect to each such Item of Newly Issued CMBS Collateral, the following documents shall have been delivered to Lender and Custodian at or before the stated times: (1) not later than 5:00 p.m. on the eighth Business Day before the applicable Loan Subscription Date, the Offering Materials (as defined below) (which may be in preliminary form to the extent Offering Materials in final form are not then available), (2) not later than 5:00 p.m. on the sixth Business Day prior to the applicable Loan Subscription Date, an AUP Report (TALF) and an AUP Report (Industry) relating to such Offering Materials and (3) not later than the Business Day after any supplement to such Offering Materials is furnished to prospective investors, each such supplement, together with an AUP Report (TALF) and an update to the earlier AUP Report (Industry); provided, that each such supplement and related AUP Report (TALF) and update to AUP Report (Industry) shall be delivered not later than 5:00 p.m. on the third Business Day prior to the applicable Loan Subscription Date (and the Offering Materials with respect to any such Item of Newly Issued CMBS Collateral may not be supplemented after such time (other than with respect to final pricing information)). 3.2. On each Loan Subscription Date, not later than the time that each TALF Agent may submit Loan Requests to Lender pursuant to Section 3.1, each such TALF Agent Administrative Borrower shall deliver to Custodian the preliminary and/or final prospectusAgent a forecast (each, offering memorandum or other comparable offering materials (including any supplements thereto and any updates thereof) (collectively, a “Offering MaterialsBorrowing Forecast”) to which projects in good faith the extent then available to it (and to the extent not previously delivered), with respect to all assets aggregate amount of Revolving Loans that its Applicable Borrowers desire to have included in the Collateral for the requested Loans; provided, that Offering Materials shall not be required or Administrative Borrower will request to be delivered with respect to SBA Pool Certificates and Legacy CMBS Collateral. 3.3borrowed on each of the next succeeding five (5) Business Days. Not By no later than 12:00 noon (New York City time) on each Tranche B Loan Deemed Borrowing Request Date, Administrative Borrower shall be deemed to have made a request to Agent for the borrowing of Tranche B Loans which are Prime Rate Loans on the fifth Business Day prior to each scheduled immediately following such Tranche B Loan Closing Deemed Borrowing Request Date, or, if such Business Day is a day on which any Tranche B Lender is required to close under the laws of the State of Alabama, the next Business Day (each such date, a “Tranche B Loan Deemed Funding Date”), in an amount which, when combined with the then outstanding aggregate principal amount of all Tranche B Loans, would equal 34.532% percent of the sum of (i) the aggregate outstanding principal amount of all Revolving Loans on such Tranche B Loan Deemed Borrowing Request Date plus (ii) the aggregate amount of Revolving Loans projected to be borrowed for the five (5) Business Days commencing on such Tranche B Loan Deemed Borrowing Request Date as set forth in the case Borrowing Forecast delivered on such Tranche B Loan Deemed Borrowing Request Date (or such lesser amount as may be borrowed without contravening the terms of a Section 2.1(c) hereof). (g) Agent shall, by no later than 3:00 p.m. (New York City time) on each Tranche B Loan Deemed Borrowing Request Date, provide written notice to the Tranche B Lenders setting forth the amount of the Tranche B Loans deemed to have been requested to be borrowed by Administrative Borrower and the date that such Tranche B Loans are requested to be borrowed, which date shall be the fifth Business Day immediately following such Tranche B Loan Deemed Borrowing Request Date. Provided that the weekly Borrowing Base Certificate most recently delivered to Agent pursuant to Section 7.1(a)(i)(E) hereof is made available to the Tranche B Lenders, each Tranche B Lender shall remit, in immediately available funds, the amount of such Tranche B Lender’s Pro Rata Share of the requested borrowing of Tranche B Loans to an account designated by Agent by no later than 12:00 p.m. (New York City time) on the Tranche B Loan Deemed Funding Date. Agent may apply the proceeds of all Tranche B Loans to repay the outstanding principal amount of the Tranche A Loans, it being the intention of the Tranche A Lenders and the Tranche B Lenders that the aggregate outstanding principal amount of Revolving Loans be allocated ratably among the Tranche A Lenders and the Tranche B Lenders in accordance with their respective Pro Rata Shares (determined in accordance with the terms of clause (d) of the definition of Pro Rata Share based on the respective Tranche A Commitments of Tranche A Lenders and Tranche B Commitments of Tranche B Lenders or, if the Tranche A Commitments and Tranche B Commitments are terminated, based on the respective Tranche A Commitments of Tranche A Lenders and Tranche B Commitments of Tranche B Lenders in effect immediately preceding such termination) (h) Subject to and upon the terms and conditions contained herein, in Amendment No. 14 and in the other Financing Agreements, the Initial Tranche C Lender agrees to fund the Tranche C Loan to or for the benefit of Borrowers on the Amendment No. 14 Effective Date in the aggregate amount equal to the Tranche C Commitment. The Tranche C Loan (i) shall be secured by Legacy CMBS Collateral repaid, together with interest and with respect to each such Item of Legacy CMBS Collateral, the Applicable TALF Agent shall deliver to Lender and Custodian the Sales Confirmation other amounts payable with respect thereto. Not later than 12:00 noon on , in accordance with the fourth Business Day (or in provisions of this Agreement and the case of a Loan to be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions in the amount of New Acquisition Collateral such Borrowers expect to be able to deliver on the Loan Closing Date as a result of the actual allocations of such New Acquisition Collateral by the underwriters thereof. Failure to deliver a Sales Confirmation with respect to New Acquisition Collateral shall result in such assets being ineligible for inclusion in the Collateral. With respect to Expected ABS Collateral that is not CMBS Collateral, it is understood and agreed that the Eligible Collateral Schedule shall not include any assets with respect to which (i) Offering Materials shall not have been delivered to Custodian (provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates)other Financing Agreements, (ii) an Auditor Attestation and an Indemnity Undertaking shall not have been delivered to Lender (provided, that neither an Auditor Attestation nor an Indemnity Undertaking shall be required to be delivered with respect to SBA secured by all of the Collateral) , and (iii) shall be subject to the Guarantees made by Borrowers and Guarantors in favor of Agent. Except for the case making of SBA Collateral other than Development Company Participation Certificatesthe Tranche C Loan as set forth in this Section 2.1(h), an SBA Collateral Undertaking Borrowers shall have no right to request from Tranche C Lenders (including, without limitation, the Initial Tranche C Lender), and Tranche C Lenders (including, without limitation, the Initial Tranche C Lender) shall have no obligation to make, any additional loans or advances to Borrowers under this Section 2.1(h) after the Amendment No. 14 Effective Date and any repayments of the Tranche C Loan shall not have been delivered be subject to Lender, in each case prior any readvance to 5:00or reborrowing by Borrowers.”

Loans. 3.1. On each Loan Subscription Date, not later than the time specified by Lender (such a) From time to be posted time, J.X. Xxxxxx may lend to the TALF Website in advance of such Loan Subscription Date), each TALF Agent may submit to Lender, Borrowers Securities held in the manner specified by Lending Accounts and shall deliver such Securities against receipt of Collateral in accordance with the applicable MSLA. Except as the Lender may indicate in writing to J.X. Xxxxxx from time to time, a request for Loans all Securities of Lender held by J.X. Xxxxxx that are issued, settled or traded in the markets listed on behalf of each Applicable Borrower proposing Schedule 4 to borrow Loans on the next scheduled Loan Closing Date (each such request, a “Loan Request”). Each TALF Agent shall complete the Loan Request in accordance with instructions provided by Custodian this Agreement may be lent to Borrowers from time to time, in time without the form attached hereto as Appendix 3A or, in consent of any Authorized Person. All Loans shall be made on a fully disclosed basis. At the case inception of a Loan J.X. Xxxxxx shall advise State Street Custodian of the Loan, accept delivery of such Securities from State Street Custodian and then transmit the same to be secured by CMBS Borrower. J.X. Xxxxxx may suspend lending activity in one or more markets from time to time if it determines that lending in those markets is impracticable or uneconomical. Non-Custodial Securities Lending Agreement - JPMCB New York - General May 2016 (b) J.X. Xxxxxx shall seek to assure that Lender receives a fair allocation of lending opportunities vis-à-vis other lenders, taking into account the demand for and availability of Securities, types of Collateral, Appendix 3B. Lender eligibility of Borrowers, Borrower’s requested Rebate rate, limitations on investments of Cash Collateral, tax treatment, and similar commercial factors. (c) Loans shall promptly provide Custodian with generally be terminable on demand. With the information contained in each such Loan Request. Notwithstanding prior written approval of Lender, however, Loans may be made on the foregoing, a TALF Agent shall not be permitted to submit a Loan Request unless (x) it has previously delivered to Custodian a copy of the Letter of Agreement pursuant to which it became a party hereto and (y) in the case basis of a Loan to be secured by Newly Issued CMBS Collateral and with respect to specified termination date (each such Item of Newly Issued CMBS Collateral, the following documents shall have been delivered to Lender and Custodian at or before the stated times: (1) not later than 5:00 p.m. on the eighth Business Day before the applicable Loan Subscription Date, the Offering Materials (as defined below) (which may be in preliminary form to the extent Offering Materials in final form are not then available), (2) not later than 5:00 p.m. on the sixth Business Day prior to the applicable Loan Subscription Date, an AUP Report (TALF) and an AUP Report (Industry) relating to such Offering Materials and (3) not later than the Business Day after any supplement to such Offering Materials is furnished to prospective investors, each such supplement, together with an AUP Report (TALF) and an update to the earlier AUP Report (Industry); provided, that each such supplement and related AUP Report (TALF) and update to AUP Report (Industry) shall be delivered not later than 5:00 p.m. on the third Business Day prior to the applicable Loan Subscription Date (and the Offering Materials with respect to any such Item of Newly Issued CMBS Collateral may not be supplemented after such time (other than with respect to final pricing information)). 3.2. On each Loan Subscription Date, not later than the time that each TALF Agent may submit Loan Requests to Lender pursuant to Section 3.1, each such TALF Agent shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum or other comparable offering materials (including any supplements thereto and any updates thereof) (collectively, a “Offering MaterialsTerm Loan”) to the extent then available to it (and to the extent not previously delivered), with respect to all assets that its Applicable Borrowers desire to have included in the Collateral or without providing for the requested Loans; provided, that Offering Materials shall not be required right of Lender to be delivered with respect to SBA Pool Certificates and Legacy CMBS Collateralterminate or substitute equivalent Securities. 3.3. Not later than 12:00 noon on the fifth Business Day prior (d) J.X. Xxxxxx shall terminate any Loan of Securities to each scheduled Loan Closing Date, in the case of a Loan to be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS Collateral, the Applicable TALF Agent shall deliver to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day (or in the case of a Loan to be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions in the amount of New Acquisition Collateral such Borrowers expect to be able to deliver on the Loan Closing Date Borrower as a result of the actual allocations of such New Acquisition Collateral by the underwriters thereof. Failure to deliver a Sales Confirmation with respect to New Acquisition Collateral shall result in such assets being ineligible for inclusion in the Collateral. With respect to Expected ABS Collateral that is not CMBS Collateral, it is understood and agreed that the Eligible Collateral Schedule shall not include any assets with respect to which soon as practicable after: (i) Offering Materials shall not have been delivered to Custodian (provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates), receipt by J.X. Xxxxxx of a notice of termination of the respective MSLA by the Borrower; (ii) an Auditor Attestation and an Indemnity Undertaking shall not have been delivered receipt by J.X. Xxxxxx of Instructions directing it to Lender (provided, that neither an Auditor Attestation nor an Indemnity Undertaking shall be required to be delivered with respect to SBA Collateral) and terminate a Loan; (iii) receipt by J.X. Xxxxxx of Instructions instructing it to delete from Schedule 2 to this Agreement the Borrower to which such Loan was made; (iv) receipt by J.X. Xxxxxx of Instructions advising that the Security subject to a Loan is no longer subject to the representations contained in Section 6.1 of this Agreement; (v) receipt by J.X. Xxxxxx of notice advising that an Event of Default has occurred and is continuing beyond any grace period that may be afforded by J.X. Xxxxxx; (vi) J.X. Xxxxxx elects, in its sole discretion, to terminate a Loan other than a Term Loan; or (vii) termination of this Agreement. Termination of a Term Loan prior to its anticipated termination date by either Lender or Borrower may result in the case terminating party having to pay the non-terminating party damages based on the cost of SBA Collateral other than Development Company Participation Certificatesobtaining a replacement loan. In regard to a Loan being terminated, an SBA Collateral Undertaking J.X. Xxxxxx shall instruct the Borrower to return Securities to J.X. Xxxxxx, and J.X. Xxxxxx shall then deliver such Securities to State Street Custodian. In the event of Borrower’s failure to return the applicable Securities upon termination of a Loan, J.X. Xxxxxx shall take the steps specified in Section 3.1 of this Agreement. (e) Lender shall not have been delivered engage in any security lending activity with regard to LenderSecurities held in any Lending Account during the term of this Agreement, in each case prior to 5:00except for Loans made by J.X. Xxxxxx as lending agent under this Agreement.

Loans. 3.1(a) Subject to the terms and conditions hereof, each Lender severally agrees to make a loan (individually, an "Initial Loan" and collectively, the "Initial Loans") to the Company in an aggregate principal amount equal to such Lender's Commitment. On each Loan Subscription The Initial Loans will be available beginning on the Closing Date, not later than the time specified by Lender (such time to be posted subject to the TALF Website in advance delivery of such Loan Subscription Date), each TALF Agent may submit to Lender, in the manner specified by Lender from time to time, a request for Loans on behalf of each Applicable Borrower proposing to borrow Loans on the next scheduled Loan Closing Date (each such request, a “Loan Request”). Each TALF Agent shall complete the Loan Request Borrowing Notice in accordance with instructions provided Section 2.2, through the Initial Expiration Date. If requested in writing by Custodian from the Company (i) to accommodate delays in the closing of the Permitted Acquisitions or (ii) to provide additional time for the preparation of pro forma financial statements and/or the preparation of financial information to timebe included in an offering memorandum for the issuance of the Take-Out Debt, the availability of the Initial Loans shall be extended to the Extended Expiration Date. Any Commitments not drawn on the Initial Expiration Date or the Extended Expiration Date, as the case may be, shall terminate. (b) Subject to the terms and conditions hereof, each Lender severally agrees, if the Initial Loans have not been repaid or exchanged for Exchange Notes on the Initial Maturity Date, to convert the then outstanding principal amount of its Initial Loans into a loan (individually, a "Term Loan" and collectively, the "Term Loans"; the Initial Loans and the Term Loans, collectively, the "Loans") to the Company, on the Initial Maturity Date, in an aggregate principal amount equal to then outstanding principal amount of the form attached hereto as Appendix 3A orInitial Loans held by such Lender. Upon the making by such Lender of such Term Loan, each Lender shall cancel on its records a principal amount of the Initial Loans held by such Lender corresponding to the principal amount of Term Loans made by such Lender, which corresponding principal amount of the Initial Loans shall be satisfied by the conversion thereof into Term Loans in accordance with Section 2.2(b). (c) Each Lender may at its option make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the case obligation of a the Company to repay such Loan in accordance with the terms of this Agreement. (d) The failure of any Lender to make the Initial Loan to be secured made by CMBS Collateralit shall not relieve any other Lender of its obligation, Appendix 3B. if any, hereunder to make its Initial Loan, but no Lender shall promptly provide Custodian with be responsible for the information contained in each such Loan Request. Notwithstanding failure of any other Lender to make the foregoing, a TALF Agent shall not be permitted to submit a Loan Request unless (x) it has previously delivered to Custodian a copy of the Letter of Agreement pursuant to which it became a party hereto and (y) in the case of a Initial Loan to be secured made by Newly Issued CMBS Collateral and with respect to each such Item of Newly Issued CMBS Collateral, the following documents shall have been delivered to Lender and Custodian at or before the stated times: (1) not later than 5:00 p.m. on the eighth Business Day before the applicable Loan Subscription Date, the Offering Materials (as defined below) (which may be in preliminary form to the extent Offering Materials in final form are not then available), (2) not later than 5:00 p.m. on the sixth Business Day prior to the applicable Loan Subscription Date, an AUP Report (TALF) and an AUP Report (Industry) relating to such Offering Materials and (3) not later than the Business Day after any supplement to such Offering Materials is furnished to prospective investors, each such supplement, together with an AUP Report (TALF) and an update to the earlier AUP Report (Industry); provided, that each such supplement and related AUP Report (TALF) and update to AUP Report (Industry) shall be delivered not later than 5:00 p.m. on the third Business Day prior to the applicable Loan Subscription Date (and the Offering Materials with respect to any such Item of Newly Issued CMBS Collateral may not be supplemented after such time (other than with respect to final pricing information))Lender. 3.2. On each Loan Subscription Date, not later than the time that each TALF Agent may submit Loan Requests to Lender pursuant to Section 3.1, each such TALF Agent shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum or other comparable offering materials (including any supplements thereto and any updates thereof) (collectively, “Offering Materials”) to the extent then available to it (and to the extent not previously delivered), with respect to all assets that its Applicable Borrowers desire to have included in the Collateral for the requested Loans; provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates and Legacy CMBS Collateral. 3.3. Not later than 12:00 noon on the fifth Business Day prior to each scheduled Loan Closing Date, in the case of a Loan to be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS Collateral, the Applicable TALF Agent shall deliver to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day (or in the case of a Loan to be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions in the amount of New Acquisition Collateral such Borrowers expect to be able to deliver on the Loan Closing Date as a result of the actual allocations of such New Acquisition Collateral by the underwriters thereof. Failure to deliver a Sales Confirmation with respect to New Acquisition Collateral shall result in such assets being ineligible for inclusion in the Collateral. With respect to Expected ABS Collateral that is not CMBS Collateral, it is understood and agreed that the Eligible Collateral Schedule shall not include any assets with respect to which (i) Offering Materials shall not have been delivered to Custodian (provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates), (ii) an Auditor Attestation and an Indemnity Undertaking shall not have been delivered to Lender (provided, that neither an Auditor Attestation nor an Indemnity Undertaking shall be required to be delivered with respect to SBA Collateral) and (iii) in the case of SBA Collateral other than Development Company Participation Certificates, an SBA Collateral Undertaking shall not have been delivered to Lender, in each case prior to 5:00

Loans. 3.1. On each (a) Each Loan Subscription Date, not later (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the time specified by Lender (such time to be posted to the TALF Website in advance of such Loan Subscription Date), each TALF Agent may submit to Lender, in the manner specified by Lender from time to time, a request for Loans on behalf of each Applicable Borrower proposing to borrow Loans on the next scheduled Loan Closing Date (each such request, a “Loan Request”). Each TALF Agent shall complete the Loan Request Lenders ratably in accordance with instructions provided their applicable Commitments; provided, however, that the failure of any Lender to make any Loan shall not relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by Custodian from time to timesuch other Lender). For the avoidance of doubt, all Revolving Loans made and other Revolving Credit Exposure incurred under the Revolving Credit Facility will be made or incurred, as applicable, by all Revolving Credit Lenders in accordance with their Pro Rata Percentages until the form attached hereto as Appendix 3A Revolving Credit Maturity Date for the relevant Class of Revolving Credit Commitments (or, if earlier, the date of the termination of the relevant Class of Revolving Credit Commitments in accordance with the terms hereof); thereafter, all Revolving Loans made and other Revolving Credit Exposure incurred under the Revolving Credit Facility will be made by the remaining Revolving Credit Lenders in accordance with their Pro Rata Percentages (after giving effect to the termination of Revolving Credit Commitments of such Class on the applicable Revolving Credit Maturity Date or otherwise in accordance with the terms of this Agreement). Except for Loans deemed made pursuant to Section 2.02(g) and subject to Section 2.23, the Loans comprising any Borrowing shall be in an aggregate principal amount that is not less than (i) the Minimum Applicable Borrowing Amount for such Loans or (ii) the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.02(g), 2.08 and 2.16, each Borrowing shall (i) be comprised entirely of (x) in the case of a Loan to be secured by CMBS CollateralUS Dollar-Denominated Loans, Appendix 3B. Lender shall promptly provide Custodian with the information contained in each such Loan Request. Notwithstanding the foregoingABR Loans or Eurodollar Loans, a TALF Agent shall not be permitted to submit a Loan Request unless (x) it has previously delivered to Custodian a copy of the Letter of Agreement pursuant to which it became a party hereto and (y) in the case of a Canadian Dollar-Denominated Loans, Canadian Prime Rate Loans or CDOR Rate Loans or (z) in the case of Alternate Currency-Denominated Loans, EURIBOR Loans or Sterling LIBOR Loans, in each case as the Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Eurocurrency Rate Loan or CDOR Rate Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided, however, that the Borrower shall not be entitled to request any Borrowing that, if made, would result in more than (x) ten Eurocurrency Rate Borrowings (or such greater number as the Administrative Agent may agree in its sole discretion) outstanding hereunder at any time and (y) five CDOR Rate Borrowings (or such greater number as the Administrative Agent may agree in its reasonable sole discretion) outstanding hereunder at any time. (c) Except with respect to Loans deemed made pursuant to Section 2.02(g) and, if applicable, Section 2.27, and subject to Sections 2.03 and 2.23, each Lender shall make each Loan to be secured made by Newly Issued CMBS Collateral and with respect it hereunder on the proposed date thereof by wire transfer of immediately available funds in the Applicable Currency to each such Item the applicable Payment Office of Newly Issued CMBS Collateral, the following documents shall have been delivered to Lender and Custodian at or before the stated times: (1) Administrative Agent not later than 5:00 p.m. 3:00 p.m., and the Administrative Agent shall promptly credit the amounts so received to an account designated by the Borrower in the applicable Borrowing Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the eighth Business Day before date of such Borrowing in accordance with paragraph (c) above and the applicable Loan Subscription DateAdministrative Agent may, in reliance upon such assumption, make available to the Offering Materials (as defined below) (which may be in preliminary form Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent Offering Materials that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Borrower agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower to but excluding the date such amount is repaid to the Administrative Agent at (i) in final form are not then available)the case of the Borrower, a rate per annum equal to the interest rate applicable to the Loans comprising such Borrowing at the time and (ii) in the case of such Lender, (2x) for the first such day, the Overnight Rate and (y) for each day thereafter, (A) in the case of US Dollar-Denominated Loans, the Alternate Base Rate plus the Applicable Percentage for ABR Revolving Loans comprising such Borrowing, (B) in the case of Canadian Dollar-Denominated Loans, the Canadian Prime Rate plus the Applicable Percentage for Canadian Prime Rate Revolving Loans comprising such Borrowing and (C) in the case of any other Alternate Currency-Denominated Loans, the rate per annum equal to the interest rate applicable to the Alternate Currency-Denominated Loans comprising such Borrowing made to the Borrower. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement and (x) the Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease and (y) if the Borrower pays such amount to the Administrative Agent, the amount so paid shall constitute a repayment of such Borrowing by such amount. (e) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request any Eurocurrency Rate Borrowing or CDOR Rate Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date applicable to the Loans comprising such Eurocurrency Rate Borrowing or CDOR Rate Borrowing. (f) [Reserved]. (g) If the relevant Issuing Bank shall not have received from the Borrower the payment required to be made by Section 2.25(e) within the time specified in such Section, such Issuing Bank will promptly notify the Administrative Agent of the L/C Disbursement and the Administrative Agent will promptly notify each Revolving Credit Lender of such L/C Disbursement and its Pro Rata Percentage thereof. Each Revolving Credit Lender shall pay by wire transfer of immediately available funds in the Applicable Currency to the Administrative Agent not later than 5:00 3:00 p.m. on the sixth Business Day prior to the applicable Loan Subscription Datesuch date (or, an AUP Report (TALF) and an AUP Report (Industry) relating to if such Offering Materials and (3) not Revolving Credit Lender shall have received such notice later than the Business Day after 12:00 (noon) on any supplement to such Offering Materials is furnished to prospective investors, each such supplement, together with an AUP Report (TALF) and an update to the earlier AUP Report (Industry); provided, that each such supplement and related AUP Report (TALF) and update to AUP Report (Industry) shall be delivered not later than 5:00 p.m. on the third Business Day prior to the applicable Loan Subscription Date (and the Offering Materials with respect to any such Item of Newly Issued CMBS Collateral may not be supplemented after such time (other than with respect to final pricing information)). 3.2. On each Loan Subscription Dateday, not later than 10:00 a.m. on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such L/C Disbursement as determined above (it being understood that such amount shall be deemed to constitute a Revolving Loan of such Lender and such payment shall be deemed to have reduced the L/C Exposure), and the Administrative Agent will promptly pay to the relevant Issuing Bank amounts so received by it from the Revolving Credit Lenders. The Administrative Agent will promptly pay to the relevant Issuing Bank any amounts received by it from the Borrower pursuant to Section 2.25(e) prior to the time that any Revolving Credit Lender makes any payment pursuant to this paragraph (g); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Credit Lenders that shall have made such payments and to such Issuing Bank, as their interests may appear. If any Revolving Credit Lender shall not have made its Pro Rata Percentage of such L/C Disbursement available to the Administrative Agent as provided above, such Lender and the Borrower agrees to pay interest on such amount, for each TALF day from and including the date such amount is required to be paid in accordance with this paragraph to but excluding the date such amount is paid, to the Administrative Agent may submit Loan Requests for the account of the relevant Issuing Bank at (i) in the case of the Borrower, (A) if such L/C Disbursement is payable in US Dollars, a rate per annum equal to Lender the interest rate applicable to the Revolving Loans of the relevant Class pursuant to Section 3.12.06(a), each (B) if such TALF Agent shall deliver to Custodian the preliminary and/or final prospectusL/C Disbursement is payable in Canadian Dollars, offering memorandum or other comparable offering materials (including any supplements thereto and any updates thereof) (collectively, “Offering Materials”) a rate per annum equal to the extent then available to it (and interest rate applicable to the extent not previously deliveredRevolving Loans of the relevant Class pursuant to Section 2.06(b), with respect and (C) if such L/C Disbursement is payable in any other Alternate Currency, a rate per annum equal to all assets that its Applicable Borrowers desire to have included the Overnight Rate and (ii) in the Collateral case of such Lender, (A) if such L/C Disbursement is payable in US Dollars, for the requested Loans; providedfirst such day, that Offering Materials shall not be required the Overnight Rate and for each day thereafter, the interest rate applicable to be delivered with respect ABR Revolving Loans of the relevant Class, and (B) if such /C Disbursement is payable in any Alternate Currency, for the first such day, a rate per annum equal to SBA Pool Certificates and Legacy CMBS Collateral. 3.3. Not later than 12:00 noon on the fifth Business Day prior Overnight Rate and, for each day thereafter, the interest rate applicable to each scheduled Loan Closing DateRevolving Loans denominated in the respective Alternate Currency of the relevant Class under the applicable clause of Section 2.06 (using, in the case of a Loan to be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS CollateralCanadian Dollar-Denominated Loans, the Applicable TALF Agent shall deliver interest rate applicable to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day (or in the case of a Loan to be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions in the amount of New Acquisition Collateral such Borrowers expect to be able to deliver on the Loan Closing Date as a result of the actual allocations of such New Acquisition Collateral by the underwriters thereof. Failure to deliver a Sales Confirmation with respect to New Acquisition Collateral shall result in such assets being ineligible for inclusion in the Collateral. With respect to Expected ABS Collateral that is not CMBS Collateral, it is understood and agreed that the Eligible Collateral Schedule shall not include any assets with respect to which (i) Offering Materials shall not have been delivered to Custodian (provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool CertificatesCanadian Prime Rate Borrowing), (ii) an Auditor Attestation and an Indemnity Undertaking shall not have been delivered to Lender (provided, that neither an Auditor Attestation nor an Indemnity Undertaking shall be required to be delivered with respect to SBA Collateral) and (iii) in the case of SBA Collateral other than Development Company Participation Certificates, an SBA Collateral Undertaking shall not have been delivered to Lender, in each case prior to 5:00.

Loans. 3.1(a) Subject to and upon the terms and conditions herein set forth, each Lender having an Initial Term Loan Commitment severally agrees to make a loan or loans to the Borrower, which Initial Term Loans (i) shall not exceed, for any such Lender, the Initial Term Loan Commitment of such Lender, (ii) shall not exceed, in the aggregate, the Total Initial Term Loan Commitment, (iii) shall be made on the Closing Date and shall be denominated in Dollars, (iv) may, at the option of the Borrower, be Incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; provided that all such Initial Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise provided herein, consist entirely of Initial Term Loans of the same Type and (v) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid may not be reborrowed. On each the Initial Term Loan Subscription Maturity Date, all outstanding Initial Term Loans shall be repaid in full. (b) Subject to and upon the terms and conditions herein set forth, each Revolving Credit Lender severally agrees to make a loan or loans (each, a “Revolving Credit Loan”) to the Borrower in U.S. Dollars, which Revolving Credit Loans (i) shall not later than exceed, for any such Lender, the time specified by Lender Revolving Credit Commitment of such Lender, (ii) shall not, after giving effect thereto and to the application of the proceeds thereof, result in such Lender’s Revolving Credit Exposure at such time exceeding such Lender’s Revolving Credit Commitment at such time, (iii) shall not, after giving effect thereto and to the application of the proceeds thereof, at any time result in the aggregate amount of all Lenders’ Revolving Credit Exposures exceeding the Total Revolving Credit Commitment then in effect, (iv) shall be made at any time and from time to time on and after the Closing Date and prior to the Revolving Credit Maturity Date (provided that no Revolving Credit Loans may be borrowed on the Closing Date other than (x) Revolving Credit Loans in an amount not to exceed $20,000,000 to be posted used to pay for the Debt Refinancing, the Sheridan Acquisition and the Transaction Expenses and (y) Revolving Credit loans used to pay amounts attributable to any “flex” pursuant to the TALF Website Fee Letter in advance the form of upfront fees and/or OID), (v) may at the option of the Borrower be Incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type and (vi) may be repaid and reborrowed in accordance with the provisions hereof. On the Revolving Credit Maturity Date, all outstanding Revolving Credit Loans shall be repaid in full and the Revolving Credit Commitments shall terminate. (c) Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that (i) any exercise of such option shall not affect the obligation of the Borrower to repay such Loan Subscription and (ii) in exercising such option, such Lender shall use its reasonable efforts NY\6379601.11 to minimize any increased costs to the Borrower resulting therefrom (which obligation of the Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.10 shall apply). (e) Subject to and upon the terms and conditions herein set forth, the Swingline Lender in its individual capacity agrees, in its discretion, at any time and from time to time after the Closing Date and prior to the Swingline Maturity Date, to make a loan or loans (each, a “Swingline Loan” and, collectively the “Swingline Loans”) to the Borrower in Dollars, which Swingline Loans (A) shall be ABR Loans, (B) shall have the benefit of the provisions of Section 2.1(d)(ii), (C) shall not exceed at any time outstanding the Swingline Commitment, (D) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of all Lenders’ Revolving Credit Exposures exceeding the Total Revolving Credit Commitment then in effect and (E) may be repaid and reborrowed in accordance with the provisions hereof. On the Swingline Maturity Date, all outstanding Swingline Loans shall be repaid in full. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from the Borrower or the Administrative Agent stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (x) of rescission of all such notices from the party or parties originally delivering such notice, (y) of the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or (z) from the Administrative Agent that such Default or Event of Default is no longer continuing. (i) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Revolving Credit Lenders, with a copy to the Borrower, that all then-outstanding Swingline Loans shall be funded with a Borrowing of Revolving Credit Loans denominated in Dollars, in which case Revolving Credit Loans constituting ABR Loans (each TALF Agent may submit such Borrowing, a “Mandatory Borrowing”) shall be made on the same Business Day by all Revolving Credit Lenders pro rata based on each such Lender’s Revolving Credit Commitment Percentage, and the proceeds thereof shall be applied directly to Lender, the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably agrees to make such Revolving Credit Loans upon same Business Days’ notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified to it in writing by the Swingline Lender notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing or (v) any reduction in the Total Revolving Credit Commitment after any such Swingline NY\6379601.11 Loans were made. In the event that, in the sole judgment of the Swingline Lender, any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each Revolving Credit Lender hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) such participation of the outstanding Swingline Loans as shall be necessary to cause each such Lender to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages; provided that all principal and interest payable on such Swingline Loans shall be for the account of the Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to the Lender purchasing the same from and after such date of purchase. (ii) The Borrower may, at any time and from time to time, designate as additional Swingline Lenders one or more Revolving Credit Lenders that agree to serve in such capacity as provided below. The acceptance by a request for Revolving Credit Lender of an appointment as a Swingline Lender hereunder shall be evidenced by an agreement, which shall be in form and substance reasonably satisfactory to the Administrative Agent and the Borrower, executed by the Borrower, the Administrative Agent and such designated Swingline Lender, and, from and after the effective date of such agreement, (i) such Revolving Credit Lender shall have all the rights and obligations of a Swingline Lender under this Agreement and (ii) references herein to the term “Swingline Lender” shall be deemed to include such Revolving Credit Lender in its capacity as a lender of Swingline Loans on behalf hereunder. (iii) Borrower may terminate the appointment of each Applicable Borrower proposing to borrow Loans on the next scheduled Loan Closing Date (each such request, any Swingline Lender as a “Loan Request”)Swingline Lender” hereunder by providing a written notice thereof to such Swingline Lender, with a copy to the Administrative Agent. Each TALF Agent Any such termination shall complete become effective upon the Loan Request in accordance with instructions earlier of (i) such Swingline Lender’s acknowledging receipt of such notice and (ii) the fifth Business Day following the date of the delivery thereof; provided by Custodian from time to time, in that no such termination shall become effective until and unless the form attached hereto as Appendix 3A or, in the case Swingline Exposure of a Loan to be secured by CMBS Collateral, Appendix 3B. such Swingline Lender shall promptly provide Custodian with the information contained in each such Loan Requesthave been reduced to zero. Notwithstanding the foregoingeffectiveness of any such termination, a TALF Agent the terminated Swingline Lender shall not be permitted to submit a Loan Request unless (x) it has previously delivered to Custodian a copy of the Letter of Agreement pursuant to which it became remain a party hereto and (y) in shall continue to have all the case rights of a Loan to be secured by Newly Issued CMBS Collateral and Swingline Lender under this Agreement with respect to each such Item of Newly Issued CMBS Collateral, the following documents shall have been delivered to Lender and Custodian at or before the stated times: (1) not later than 5:00 p.m. on the eighth Business Day before the applicable Loan Subscription Date, the Offering Materials (as defined below) (which may be in preliminary form to the extent Offering Materials in final form are not then available), (2) not later than 5:00 p.m. on the sixth Business Day Swingline Loans made by it prior to the applicable Loan Subscription Datesuch termination, an AUP Report (TALF) and an AUP Report (Industry) relating to such Offering Materials and (3) not later than the Business Day after any supplement to such Offering Materials is furnished to prospective investors, each such supplement, together with an AUP Report (TALF) and an update to the earlier AUP Report (Industry); provided, that each such supplement and related AUP Report (TALF) and update to AUP Report (Industry) shall be delivered not later than 5:00 p.m. on the third Business Day prior to the applicable Loan Subscription Date (and the Offering Materials with respect to any such Item of Newly Issued CMBS Collateral may not be supplemented after such time (other than with respect to final pricing information)). 3.2. On each Loan Subscription Date, not later than the time that each TALF Agent may submit Loan Requests to Lender pursuant to Section 3.1, each such TALF Agent shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum or other comparable offering materials (including any supplements thereto and any updates thereof) (collectively, “Offering Materials”) to the extent then available to it (and to the extent not previously delivered), with respect to all assets that its Applicable Borrowers desire to have included in the Collateral for the requested Loans; provided, that Offering Materials but shall not be required to be delivered with respect to SBA Pool Certificates and Legacy CMBS Collateralmake any additional Swingline Loans. 3.3. Not later than 12:00 noon on the fifth Business Day prior to each scheduled Loan Closing Date, in the case of a Loan to be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS Collateral, the Applicable TALF Agent shall deliver to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day (or in the case of a Loan to be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions in the amount of New Acquisition Collateral such Borrowers expect to be able to deliver on the Loan Closing Date as a result of the actual allocations of such New Acquisition Collateral by the underwriters thereof. Failure to deliver a Sales Confirmation with respect to New Acquisition Collateral shall result in such assets being ineligible for inclusion in the Collateral. With respect to Expected ABS Collateral that is not CMBS Collateral, it is understood and agreed that the Eligible Collateral Schedule shall not include any assets with respect to which (i) Offering Materials shall not have been delivered to Custodian (provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates), (ii) an Auditor Attestation and an Indemnity Undertaking shall not have been delivered to Lender (provided, that neither an Auditor Attestation nor an Indemnity Undertaking shall be required to be delivered with respect to SBA Collateral) and (iii) in the case of SBA Collateral other than Development Company Participation Certificates, an SBA Collateral Undertaking shall not have been delivered to Lender, in each case prior to 5:00

Loans. 3.1. On each Loan Subscription Date, not later than the time specified by Lender (such time to be posted a) Subject to the TALF Website fulfillment of the conditions precedent set forth in advance of such Loan Subscription Date)Sections 5.01 and 5.02 hereof, and provided that no Default shall have occurred and be continuing hereunder, each TALF Agent may submit Lender agrees to make or continue, as applicable, on the terms and subject to the conditions of this Loan Agreement, loans (individually, a "Loan" and, collectively, the "Loans") to the Borrowers in Dollars, from and including the Effective Date to and including the Termination Date in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) such Lender, 's Commitment as then in effect and (ii) such Lender's Commitment Percentage of the manner specified by Lender Borrowing Base as in effect from time to time. On the Effective Date, a request for Loans on behalf of each Applicable Borrower proposing to borrow Loans on the next scheduled Loan Closing Date (each such request, a “Loan Request”). Each TALF Agent shall complete the Loan Request in accordance with instructions provided by Custodian from time to time, in the form attached hereto as Appendix 3A or, in the case of a Loan to be secured by CMBS Collateral, Appendix 3B. Lender shall promptly provide Custodian with the information contained in each such Loan Request. Notwithstanding the foregoing, a TALF Agent shall not be permitted to submit a Loan Request unless (x) it has previously delivered to Custodian a copy all outstanding "Loans" of the Letter Borrowers under the Existing Loan Agreement shall be continued as Loans under this Loan Agreement which is a continuation, rearrangement and extension of Agreement pursuant to which it became a party hereto and (y) in the case of a Existing Loan to be secured by Newly Issued CMBS Collateral and with respect to each such Item of Newly Issued CMBS Collateral, the following documents shall have been delivered to Lender and Custodian at or before the stated times:Agreement. (1b) not later than 5:00 p.m. on the eighth Business Day before the applicable Loan Subscription Date, the Offering Materials (as defined below) (which may be in preliminary form Subject to the extent Offering Materials in final form are not then available)terms and conditions of this Loan Agreement, (2) not later than 5:00 p.m. on during such period the sixth Business Day prior to the applicable Loan Subscription Date, an AUP Report (TALF) and an AUP Report (Industry) relating to such Offering Materials and (3) not later than the Business Day after any supplement to such Offering Materials is furnished to prospective investors, each such supplement, together with an AUP Report (TALF) and an update to the earlier AUP Report (Industry); provided, that each such supplement and related AUP Report (TALF) and update to AUP Report (Industry) shall be delivered not later than 5:00 p.m. on the third Business Day prior to the applicable Loan Subscription Date (and the Offering Materials with respect to any such Item of Newly Issued CMBS Collateral Borrowers may not be supplemented after such time (other than with respect to final pricing information)). 3.2. On each Loan Subscription Date, not later than the time that each TALF Agent may submit Loan Requests to Lender pursuant to Section 3.1, each such TALF Agent shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum or other comparable offering materials (including any supplements thereto and any updates thereof) (collectively, “Offering Materials”) to the extent then available to it (and to the extent not previously delivered), with respect to all assets that its Applicable Borrowers desire to have included in the Collateral for the requested Loans; provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates and Legacy CMBS Collateral. 3.3. Not later than 12:00 noon on the fifth Business Day prior to each scheduled Loan Closing Date, in the case of a Loan to be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS Collateral, the Applicable TALF Agent shall deliver to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day (or in the case of a Loan to be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions in the amount of New Acquisition Collateral such Borrowers expect to be able to deliver on the Loan Closing Date as a result of the actual allocations of such New Acquisition Collateral by the underwriters thereof. Failure to deliver a Sales Confirmation with respect to New Acquisition Collateral shall result in such assets being ineligible for inclusion in the Collateral. With respect to Expected ABS Collateral that is not CMBS Collateral, it is understood and agreed that the Eligible Collateral Schedule shall not include any assets with respect to which (i) Offering Materials shall not have been delivered to Custodian (provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates)borrow, (ii) an Auditor Attestation and an Indemnity Undertaking shall not have been delivered to Lender (providedrepay the Loan in full or in part, that neither an Auditor Attestation nor an Indemnity Undertaking shall be required to be delivered with respect to SBA Collateral) without penalty, and (iii) reborrow hereunder; provided, that, notwithstanding the foregoing, no Lender shall have an obligation to make Loans to the Borrowers if the aggregate amount of the Loans made to the Borrower by the Lenders then outstanding would be in excess of the Maximum Credit and, in the case event the obligation of SBA Collateral other than Development Company Participation Certificatesany Lender to make Loans to the Borrowers is terminated as permitted hereunder, an SBA Collateral Undertaking such Lender shall not have been delivered no further obligation to Lender, in each case prior to 5:00make additional Loans hereunder. (c) In no event shall a Loan be made when any Default or Event of Default has occurred and is continuing.

Loans. 3.1. On each Loan Subscription Date, not later than the time specified by Lender (such time to be posted a) Subject to the TALF Website in advance terms and conditions of such Loan Subscription Date)this Agreement, each TALF Agent may submit to Lender, in the manner specified by Lender from time to timetime during the period from the Effective Date to, a request for but not including, the Revolving Commitment Termination Date, each Lender severally agrees to make Revolving Loans on behalf to the Borrowers in an aggregate principal amount that will not result in (i) such Lender’s Credit Exposure exceeding such Lender’s Commitment, or (ii) the sum of each Applicable Borrower proposing to borrow Loans on the next scheduled Loan Closing Date (each such request, a “Loan Request”)total Credit Exposures of all Lenders exceeding the total Commitments. Each TALF Agent shall complete Within the Loan Request in accordance with instructions provided by Custodian from time to time, in the form attached hereto as Appendix 3A orforegoing limits and, in the case of a Loan the Additional Borrower, the limit established by the proviso to be secured the definition of “Commitment,” the Borrowers may use the Commitments by CMBS Collateralborrowing, Appendix 3B. Lender shall promptly provide Custodian repaying and prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the information contained in each such terms and conditions hereof. (b) Each Loan Request. Notwithstanding shall be made only during the foregoing, a TALF Agent shall not be permitted to submit a Loan Request unless (x) it has previously delivered to Custodian a copy of the Letter of Agreement pursuant to which it became a party hereto and (y) in the case Revolving Period as part of a Borrowing consisting of Revolving Loans made by the Lenders ratably in accordance with their Commitments. The failure of any Lender to make any Loan to be secured by Newly Issued CMBS Collateral and with respect to each such Item of Newly Issued CMBS Collateral, the following documents shall have been delivered to Lender and Custodian at or before the stated times: (1) not later than 5:00 p.m. on the eighth Business Day before the applicable Loan Subscription Date, the Offering Materials (as defined below) (which may be in preliminary form to the extent Offering Materials in final form are not then available), (2) not later than 5:00 p.m. on the sixth Business Day prior to the applicable Loan Subscription Date, an AUP Report (TALF) and an AUP Report (Industry) relating to such Offering Materials and (3) not later than the Business Day after any supplement to such Offering Materials is furnished to prospective investors, each such supplement, together with an AUP Report (TALF) and an update to the earlier AUP Report (Industry); provided, that each such supplement and related AUP Report (TALF) and update to AUP Report (Industry) shall be delivered not later than 5:00 p.m. on the third Business Day prior to the applicable Loan Subscription Date (and the Offering Materials with respect to any such Item of Newly Issued CMBS Collateral may not be supplemented after such time (other than with respect to final pricing information)). 3.2. On each Loan Subscription Date, not later than the time that each TALF Agent may submit Loan Requests to Lender pursuant to Section 3.1, each such TALF Agent shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum or other comparable offering materials (including any supplements thereto and any updates thereof) (collectively, “Offering Materials”) to the extent then available to it (and to the extent not previously delivered), with respect to all assets that its Applicable Borrowers desire to have included in the Collateral for the requested Loans; provided, that Offering Materials shall not be required to be delivered with respect made by it shall not relieve any other Lender of its obligations hereunder, provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to SBA Pool Certificates and Legacy CMBS Collateralmake Loans as required. 3.3. Not later than 12:00 noon on the fifth Business Day prior (c) Subject to each scheduled Loan Closing Date, in the case of a Loan to be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS CollateralSection 2.17, the Applicable TALF Agent shall deliver to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day (or in the case of a Loan to Loans may be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions in the amount of New Acquisition Collateral such Borrowers expect to be able to deliver on the Loan Closing Date as a result of the actual allocations of such New Acquisition Collateral by the underwriters thereof. Failure to deliver a Sales Confirmation with respect to New Acquisition Collateral shall result in such assets being ineligible for inclusion in the Collateral. With respect to Expected ABS Collateral that is not CMBS Collateral, it is understood and agreed that the Eligible Collateral Schedule shall not include any assets with respect to which (i) Offering Materials shall not have been delivered to Custodian (provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates)Eurodollar Loans, (ii) an Auditor Attestation and an Indemnity Undertaking shall not have been delivered to Lender (provided, that neither an Auditor Attestation nor an Indemnity Undertaking shall be required to be delivered with respect to SBA Collateral) and Alternate Base Rate Loans or (iii) in a combination thereof, as determined by the case respective Borrower. Eurodollar Loans shall be made and maintained by each Lender at either its Eurodollar Lending Office or its Domestic Lending Office, at its option, provided that the exercise of SBA Collateral other than Development Company Participation Certificates, an SBA Collateral Undertaking such option shall not have been delivered affect the obligation of the Applicable Borrower to Lenderrepay such Loan in accordance with the terms of this Agreement or create or increase any obligation of any Borrower not otherwise arising, or arising in each case prior to 5:00such increased amount, under Section 2.14.

Loans. 3.1. On i) Subject to and upon the terms and conditions set forth in the Amendment, each Lender having an “Initial Term Loan Subscription DateCommitment” severally agrees to make a loan or loans (each, not later than the time specified by Lender (such time to be posted an “Initial Term Loan”) to the TALF Website in advance Borrower, which (i) shall not exceed, for any such Lender, the Initial Term Loan Commitment of such Loan Subscription Date)Lender, each TALF Agent may submit to Lender(ii) shall not exceed, in the manner specified by aggregate, the Total Term Loan Commitment, (iii) shall be made on the Effective Date, (iv) shall be denominated in U.S. Dollars, (v) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans, and (vi) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid may not be reborrowed. On the Initial Term Loan Maturity Date, all outstanding Initial Term Loans shall be repaid in full. (a) Subject to and upon the terms and conditions herein set forth, each Revolving Credit Lender severally agrees to make a loan or loans (each, a “Revolving Credit Loan”) to the Borrower in U.S. Dollars, which Revolving Credit Loans (i) shall not exceed, for any such Lender, the Revolving Credit Commitment of such Lender, (ii) shall not, after giving effect thereto and to the application of the proceeds thereof, result in such Lender’s Revolving Credit Exposure at such time exceeding such Lender’s Revolving Credit Commitment at such time, (iii) shall not, after giving effect thereto and to the application of the proceeds thereof, at any time result in the aggregate amount of all Lenders’ Revolving Credit Exposures exceeding the Total Revolving Credit Commitment then in effect, (iv) shall be made at any time and from time to timetime on and after the Effective Date and prior to the Revolving Credit Maturity Date, a (v) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type and (vi) may be repaid and reborrowed in accordance with the provisions hereof. On the Revolving Credit Maturity Date, all outstanding Revolving Credit Loans shall be repaid in full and the Revolving Credit Commitments shall terminate. (b) Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, that (i) any exercise of such option shall not affect the obligation of the Borrower to repay such Loan and (ii) in exercising such option, such Lender shall use its reasonable efforts to minimize any increased costs to the Borrower resulting therefrom (which obligation of the Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous to it and in the event of such request for Loans costs for which compensation is provided under this Agreement, the provisions of Section 2.10 shall apply). (c) Subject to and upon the terms and conditions herein set forth, each Swingline Lender in its individual capacity agrees, at any time and from time to time on behalf of each Applicable Borrower proposing and after the Effective Date and prior to borrow Loans on the next scheduled Loan Closing Date Swingline Maturity Date, to make a loan or loans (each such requesteach, a “Loan RequestSwingline Loan” and collectively, the “Swingline Loans”) to the Borrower in U.S. Dollars, which Swingline Loans (A) shall be ABR Loans, (B) shall have the benefit of the provisions of Section 2.1(d). Each TALF Agent , (C) shall complete not exceed at any time outstanding the Loan Request Swingline Commitment of such Swingline Lender, (D) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of all Lenders’ Revolving Credit Exposures exceeding the Total Revolving Credit Commitment then in effect and (E) may be repaid and reborrowed in accordance with instructions provided by Custodian from time to timethe provisions hereof. On the Swingline Maturity Date, all outstanding Swingline Loans shall be repaid in the form attached hereto as Appendix 3A or, in the case of a Loan to be secured by CMBS Collateral, Appendix 3B. full. No Swingline Lender shall promptly provide Custodian with make any Swingline Loan after receiving a written notice from the information contained in each Borrower, the Administrative Agent or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such Loan Request. Notwithstanding the foregoing, a TALF Agent time as such Swingline Lender shall not be permitted to submit a Loan Request unless have received written notice (x) it has previously delivered to Custodian a copy of rescission of all such notices from the Letter of Agreement pursuant to which it became a party hereto and or parties originally delivering such notice, (y) of the waiver of such Default or Event of Default in accordance with the case provisions of a Loan to be secured by Newly Issued CMBS Collateral and with respect to each Section 13.1 or (z) from the Administrative Agent that such Item Default or Event of Newly Issued CMBS Collateral, the following documents shall have been delivered to Lender and Custodian at or before the stated times:Default is no longer continuing. (1d) not later than 5:00 p.m. Any Swingline Lender (x) may in its sole discretion on the eighth Business Day before the applicable Loan Subscription Date, the Offering Materials (as defined below) (which may be in preliminary form to the extent Offering Materials in final form are not then available), (2) not later than 5:00 p.m. on the sixth any Business Day prior to the applicable Loan Subscription Date, an AUP Report (TALF) and an AUP Report (Industry) relating to such Offering Materials and (3) not later than the tenth Business Day after the date of extension of any supplement to such Offering Materials is furnished to prospective investors, each such supplement, together with an AUP Report (TALF) and an update to the earlier AUP Report (Industry); provided, that each such supplement and related AUP Report (TALF) and update to AUP Report (Industry) shall be delivered not later than 5:00 p.m. on the third Business Day prior to the applicable Swingline Loan Subscription Date (and the Offering Materials with respect to any such Item of Newly Issued CMBS Collateral may not be supplemented after such time (other than with respect to final pricing information)). 3.2. On each Loan Subscription Date, not later than the time that each TALF Agent may submit Loan Requests to Lender pursuant to Section 3.1, each such TALF Agent shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum or other comparable offering materials (including any supplements thereto and any updates thereof) (collectively, “Offering Materials”) to the extent then available to it (and to the extent not previously delivered), with respect to all assets that its Applicable Borrowers desire to have included in the Collateral for the requested Loans; provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates and Legacy CMBS Collateral. 3.3. Not later than 12:00 noon on the fifth Business Day prior to each scheduled Loan Closing Date, in the case of a Loan to be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS Collateral, the Applicable TALF Agent shall deliver to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day (or in the case of a Loan to be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit shall on the tenth Business Day after such extension date (so long as such Swingline Loan remains outstanding), give notice to Custodian the Revolving Credit Lenders, with a revised Loan Request reflecting any reductions copy to the Borrower, that all then-outstanding Swingline Loans shall be funded with a Borrowing of Revolving Credit Loans denominated in U.S. Dollars, in which case Revolving Credit Loans constituting ABR Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the loan requests of its Applicable Borrowers that reflect any reductions immediately succeeding Business Day by all Revolving Credit Lenders pro rata based on each such Lender’s Revolving Credit Commitment Percentage, and the proceeds thereof shall be applied directly to such Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably agrees to make such Revolving Credit Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount of New Acquisition Collateral such Borrowers expect to be able to deliver and in the manner specified in the preceding sentence and on the Loan Closing Date date specified to it in writing by such Swingline Lender notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (ii) whether any conditions specified in Section 7.1 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing or (v) any reduction in the Total Revolving Credit Commitment after any such Swingline Loans were made. In the event that, in the sole judgment of the applicable Swingline Lender, any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including as a result of the actual allocations commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each Revolving Credit Lender hereby agrees that it shall forthwith purchase from such Swingline Lender (without recourse or warranty) such participation of the outstanding Swingline Loans as shall be necessary to cause each such Lender to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages; provided that all principal and interest payable on such Swingline Loans shall be for the account of such New Acquisition Collateral by Swingline Lender until the underwriters thereof. Failure date the respective participation is purchased and, to deliver a Sales Confirmation with respect the extent attributable to New Acquisition Collateral shall result in such assets being ineligible for inclusion in the Collateral. With respect to Expected ABS Collateral that is not CMBS Collateralpurchased participation, it is understood and agreed that the Eligible Collateral Schedule shall not include any assets with respect to which (i) Offering Materials shall not have been delivered to Custodian (provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates), (ii) an Auditor Attestation and an Indemnity Undertaking shall not have been delivered to Lender (provided, that neither an Auditor Attestation nor an Indemnity Undertaking shall be required payable to be delivered with respect to SBA Collateral) the Lender purchasing same from and (iii) in the case after such date of SBA Collateral other than Development Company Participation Certificates, an SBA Collateral Undertaking shall not have been delivered to Lender, in each case prior to 5:00purchase.

Loans. 3.1. On each Loan Subscription Date, not later than (1) Upon the time specified by Lender (such time to be posted terms and subject to the TALF Website in advance of such Loan Subscription Date)conditions set forth below, each TALF Agent may submit of the Lenders severally agrees to Lendermake loans (each a "Loan" and, collectively, the "Loans") to the Borrowers (i) in Dollars as Base Rate Loans or Eurodollar Loans, or (ii) (subject to the manner specified by Lender following sentence) in an Alternative Currency as Multicurrency Loans, from time to time to but excluding the Maturity Date (as hereinafter defined), unless the Commitments are earlier terminated as provided herein, in an unpaid aggregate principal amount not to exceed at any time, a request for Loans on behalf any Lender, its Commitment, less such Lender's Commitment Percentage of each Applicable Borrower proposing to borrow Loans on the next scheduled Loan Closing Date aggregate Letter of Credit Liabilities at such time (each such request, a “Loan Request”Lender's "Available Commitment"). Each TALF Agent shall complete the Loan Request in accordance with instructions provided by Custodian from time to time, in the form attached hereto as Appendix 3A or, in the case of a Loan to be secured by CMBS Collateral, Appendix 3B. Lender shall promptly provide Custodian with the information contained in each such Loan Request. Notwithstanding the foregoing, a TALF Agent the equivalent in Dollars of the aggregate outstanding principal amount of all Multicurrency Loans by the Lenders shall not be permitted at any time exceed the Multicurrency Sublimit. Subject to submit a Loan Request unless (x) it has previously delivered to Custodian a copy the terms and conditions of this Agreement, until the Letter of Agreement pursuant to which it became a party hereto and (y) in Maturity Date or the case of a Loan to be secured by Newly Issued CMBS Collateral and with respect to each such Item of Newly Issued CMBS Collateraldate the commitments are earlier terminated as provided herein, the following documents shall have been delivered to Lender Borrowers may borrow, repay and Custodian at or before the stated times: (1) not later than 5:00 p.m. on the eighth Business Day before the applicable Loan Subscription Date, the Offering Materials (as defined below) (which may be in preliminary form to the extent Offering Materials in final form are not then available), (2) not later than 5:00 p.m. on the sixth Business Day prior to the applicable Loan Subscription Date, an AUP Report (TALF) and an AUP Report (Industry) relating to such Offering Materials and (3) not later than the Business Day after any supplement to such Offering Materials is furnished to prospective investors, each such supplement, together with an AUP Report (TALF) and an update to the earlier AUP Report (Industry); provided, that each such supplement and related AUP Report (TALF) and update to AUP Report (Industry) shall be delivered not later than 5:00 p.m. on the third Business Day prior to the applicable Loan Subscription Date (and the Offering Materials with respect to any such Item of Newly Issued CMBS Collateral may not be supplemented after such time (other than with respect to final pricing information)). 3.2. On each Loan Subscription Date, not later than the time that each TALF Agent may submit Loan Requests to Lender pursuant to Section 3.1, each such TALF Agent shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum or other comparable offering materials (including any supplements thereto and any updates thereof) (collectively, “Offering Materials”) to the extent then available to it (and to the extent not previously delivered), with respect to all assets that its Applicable Borrowers desire to have included in the Collateral for the requested Loans; provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates and Legacy CMBS Collateral. 3.3. Not later than 12:00 noon on the fifth Business Day prior to each scheduled Loan Closing Date, in the case of a Loan to be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS Collateral, the Applicable TALF Agent shall deliver to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day (or in the case of a Loan to be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions in reborrow the amount of New Acquisition Collateral such Borrowers expect to be able to deliver on the Loan Closing Date Commitments by means of Base Rate Loans, Eurodollar Loans or Multicurrency Loans, and may convert Loans of one Type into Loans of another Type (subject as a result of the actual allocations of such New Acquisition Collateral by the underwriters thereof. Failure to deliver a Sales Confirmation with respect to New Acquisition Collateral shall result in such assets being ineligible for inclusion in the Collateral. With respect to Expected ABS Collateral that is not CMBS Collateralprovided herein) or continue Eurodollar Loans or Multicurrency Loans, it is understood and agreed that the Eligible Collateral Schedule shall not include any assets with respect to which (i) Offering Materials shall not have been delivered to Custodian (provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates), (ii) an Auditor Attestation and an Indemnity Undertaking shall not have been delivered to Lender (provided, that neither an Auditor Attestation nor an Indemnity Undertaking shall be required to be delivered with respect to SBA Collateral) and (iii) in as the case of SBA Collateral other than Development Company Participation Certificatesmay be, an SBA Collateral Undertaking shall not have been delivered to Lender, in each case prior to 5:00for subsequent Interest Periods.

Loans. 3.1. On (a) Subject to the terms and conditions hereof, each Loan Subscription Lender severally agrees to make Loans to the Company from time to time prior to the Maturity Date, in an aggregate principal amount at any one time outstanding (including its liability for the Letter of Credit Exposure Amount at such time) up to but not exceeding such Lender's Commitment on such date. Loans repaid prior to the Maturity Date may be reborrowed pursuant to the terms of this Agreement. Each Loan which is not made to repay a Letter of Credit Advance pursuant to Section 2.4 hereof shall be in an amount of at least (i) $5,000,000 or (ii) the Unused Commitment of the Lenders, whichever is less. Each repayment of the Loans shall be in an amount of at least $5,000,000 or, if less, the Current Sum. (b) The Company shall give the Agent notice of a request for a Loan in accordance with Section 3.1 hereof. Upon receipt of each such notice, the Agent shall promptly give each of the Lenders notice of receipt thereof, which notice may be by telephone or facsimile. Not later than 1:30 P.M. (New York Time) on the time date specified by for the making of such Loan, each Lender (such time to be posted shall make available to the TALF Website in advance Agent, at the Agent's Account, such Lender's Commitment Percentage of such Loan Subscription Date)in immediately available funds for the account of the Company. The amount so received by the Agent shall, subject to the terms and conditions of this Agreement, be made available to the Company by depositing same, in immediately available funds, in an account designated by the Company maintained with the Agent or with another financial institution reasonably acceptable to the Agent. If a requested Loan shall not occur on any date specified by the Company as set forth in the applicable Request for Extension of Credit and Certificate of No Default because all of the conditions for such Loan set forth herein or in any of the other Loan Documents shall have not been met, the Agent shall return the amounts so received from the Lenders in respect of such requested Loan to the applicable Lenders as soon as practicable; provided, however, if and to the extent that the Agent fails to return any such amounts to any applicable Lender by the Business Day following the date that the requested Loan was to have been made, the Agent shall pay interest on such unreturned amounts for each TALF date from such date that the requested Loan was to have been made, to the date that such unreturned amounts are returned to such Lender, such interest to accrue at the Federal Funds Rate and to be payable upon written request from such Lender. (c) Unless the Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Agent such Lender's ratable portions of such Borrowing, the Agent may submit assume that such Lender has made such portion available to Lender, in the manner specified by Lender from time to time, a request for Loans on behalf of each Applicable Borrower proposing to borrow Loans Agent on the next scheduled Loan Closing Date (each date of such request, a “Loan Request”). Each TALF Agent shall complete the Loan Request Borrowing in accordance with instructions provided by Custodian from time to timesubsection (b) of this Section 2.1 and the Agent may, in reliance upon such assumption, make available to the form attached hereto as Appendix 3A or, in Company on such date a corresponding amount. If and to the case of a Loan to be secured by CMBS Collateral, Appendix 3B. extent that such Lender shall promptly provide Custodian with not have so made such ratable portion available to the information contained in Agent, such Lender and the Company severally agree to repay or pay to the Agent forthwith on demand such corresponding amount and to pay interest thereon, for each day from the date such Loan Request. Notwithstanding amount is made available to the foregoingBorrower until the date such amount is repaid or paid to the Agent, a TALF Agent shall not be permitted to submit a Loan Request unless at (x) it has previously delivered to Custodian a copy of the Letter of Agreement pursuant to which it became a party hereto and (yi) in the case of a Loan to be secured by Newly Issued CMBS Collateral and with respect to each such Item of Newly Issued CMBS Collateralthe Company, the following documents shall have been delivered interest rate applicable at such time under Section 2.9 to Lender and Custodian at or before the stated times: (1) not later than 5:00 p.m. on the eighth Business Day before the applicable Loan Subscription Date, the Offering Materials (as defined below) (which may be in preliminary form to the extent Offering Materials in final form are not then available), (2) not later than 5:00 p.m. on the sixth Business Day prior to the applicable Loan Subscription Date, an AUP Report (TALF) and an AUP Report (Industry) relating to Loans comprising such Offering Materials Borrowing and (3ii) not later than the Business Day after any supplement to such Offering Materials is furnished to prospective investors, each such supplement, together with an AUP Report (TALF) and an update to the earlier AUP Report (Industry); provided, that each such supplement and related AUP Report (TALF) and update to AUP Report (Industry) shall be delivered not later than 5:00 p.m. on the third Business Day prior to the applicable Loan Subscription Date (and the Offering Materials with respect to any such Item of Newly Issued CMBS Collateral may not be supplemented after such time (other than with respect to final pricing information)). 3.2. On each Loan Subscription Date, not later than the time that each TALF Agent may submit Loan Requests to Lender pursuant to Section 3.1, each such TALF Agent shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum or other comparable offering materials (including any supplements thereto and any updates thereof) (collectively, “Offering Materials”) to the extent then available to it (and to the extent not previously delivered), with respect to all assets that its Applicable Borrowers desire to have included in the Collateral for the requested Loans; provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates and Legacy CMBS Collateral. 3.3. Not later than 12:00 noon on the fifth Business Day prior to each scheduled Loan Closing Date, in the case of a Loan to be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS CollateralLender, the Applicable TALF Federal Funds Rate. If such Lender shall pay to the Agent such corresponding amount, such amount so paid shall deliver to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day constitute such Lender's Loan as part of such Borrowing for all purposes. (or in the case of a Loan to be secured by CMBS Collateral, the fifth Business Dayd) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions in the amount of New Acquisition Collateral such Borrowers expect to be able to deliver on the Loan Closing Date as a result The obligations of the actual allocations of such New Acquisition Collateral by Lenders hereunder are several and not joint; therefore, notwithstanding anything herein to the underwriters thereof. Failure to deliver a Sales Confirmation with respect to New Acquisition Collateral shall result in such assets being ineligible for inclusion in the Collateral. With respect to Expected ABS Collateral that is not CMBS Collateralcontrary, it is understood and agreed that the Eligible Collateral Schedule shall not include any assets with respect to which (i) Offering Materials no Lender shall not have been delivered to Custodian (provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates)make Loans at any one time outstanding in excess of such Lender's Commitment, (ii) an Auditor Attestation if a Lender fails to make a Loan as and an Indemnity Undertaking when required hereunder and the Company subsequently makes a repayment on the Loans, such repayment shall be split among the non-defaulting Lenders in accordance with their respective Current Sum Percentages until each Lender has its Commitment Percentage of all of the outstanding Loans, then the balance of such repayment shall be divided among all of the Lenders in accordance with their respective Commitment Percentages (it being understood that any such repayment to a defaulting Lender shall not have been delivered be deemed to relieve such defaulting Lender (provided, that neither an Auditor Attestation nor an Indemnity Undertaking shall be from any liability to the Company resulting from such defaulting Lender's failure to make a Loan as and when required to be delivered with respect to SBA Collateralhereunder) and (iii) in the case failure of SBA Collateral other than Development Company Participation Certificates, an SBA Collateral Undertaking any Lender to make any Loan shall not have been delivered in itself relieve any other Lender of its obligation to Lenderlend hereunder (provided, that no Lender shall be responsible for the failure of any other Lender to make a Loan such other Lender is obligated to make hereunder). (e) Notwithstanding anything to the contrary contained in each case prior to 5:00this Section 2.1 or any other provision of this Agreement, the Company covenants and agrees that in no event shall the aggregate amount of the Loans and the Letter of Credit Exposure Amount outstanding on any day ever exceed the amount of the Aggregate Commitment then in effect as of such day less the aggregate amount of Uncommitted Money Market Borrowings then outstanding as of such day.

Loans. 3.1. On each Loan Subscription DateEach Lender hereby absolutely and unconditionally agrees, not later than the time specified by Lender (such time upon receipt of notice as provided above, to be posted pay to the TALF Website in advance Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan Subscription Date)or Swingline Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each TALF Agent may submit to Lendersuch payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner specified as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from time to time, a request for Loans the Borrower (or other party on behalf of each Applicable Borrower proposing the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to borrow Loans on the next scheduled Loan Closing Date (each Administrative Agent; any such request, a “Loan Request”). Each TALF amounts received by the Administrative Agent shall complete be promptly remitted by the Loan Request in accordance with instructions provided by Custodian from time Administrative Agent to time, in the form attached hereto as Appendix 3A or, in the case of a Loan to be secured by CMBS Collateral, Appendix 3B. Lender Lenders that shall promptly provide Custodian with the information contained in each such Loan Request. Notwithstanding the foregoing, a TALF Agent shall not be permitted to submit a Loan Request unless (x) it has previously delivered to Custodian a copy of the Letter of Agreement have made their payments pursuant to which it became a party hereto this paragraph and (y) in the case of a Loan to be secured by Newly Issued CMBS Collateral and with respect to each such Item of Newly Issued CMBS Collateral, the following documents shall have been delivered to Lender and Custodian at or before the stated times: (1) not later than 5:00 p.m. on the eighth Business Day before the applicable Loan Subscription Date, the Offering Materials (as defined below) (which may be in preliminary form to the extent Offering Materials in final form are not then available)Swingline Lender, (2) not later than 5:00 p.m. on the sixth Business Day prior as their interests may appear, provided that any such payment so remitted shall be repaid to the applicable Loan Subscription Date, an AUP Report (TALF) and an AUP Report (Industry) relating to such Offering Materials and (3) not later than the Business Day after any supplement to such Offering Materials is furnished to prospective investors, each such supplement, together with an AUP Report (TALF) and an update Swingline Lender or to the earlier AUP Report (Industry); providedAdministrative Agent, that each such supplement and related AUP Report (TALF) and update to AUP Report (Industry) shall be delivered not later than 5:00 p.m. on the third Business Day prior to the applicable Loan Subscription Date (and the Offering Materials with respect to any such Item of Newly Issued CMBS Collateral may not be supplemented after such time (other than with respect to final pricing information)). 3.2. On each Loan Subscription Dateas applicable, not later than the time that each TALF Agent may submit Loan Requests to Lender pursuant to Section 3.1, each such TALF Agent shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum or other comparable offering materials (including any supplements thereto and any updates thereof) (collectively, “Offering Materials”) to the extent then available to it (if and to the extent not previously delivered), with respect to all assets that its Applicable Borrowers desire to have included in the Collateral for the requested Loans; provided, that Offering Materials shall not be such payment is required to be delivered with respect refunded to SBA Pool Certificates and Legacy CMBS Collateral. 3.3the Borrower for any reason. Not later than 12:00 noon on The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the fifth Business Day prior to each scheduled Loan Closing Date, Borrower of any default in the case of a Loan to be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS Collateral, the Applicable TALF Agent shall deliver to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day (or in the case of a Loan to be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions in the amount of New Acquisition Collateral such Borrowers expect to be able to deliver on the Loan Closing Date as a result of the actual allocations of such New Acquisition Collateral by the underwriters payment thereof. Failure to deliver a Sales Confirmation with respect to New Acquisition Collateral shall result in such assets being ineligible for inclusion in the Collateral. With respect to Expected ABS Collateral that is not CMBS Collateral, it is understood and agreed that the Eligible Collateral Schedule shall not include any assets with respect to which (i) Offering Materials shall not have been delivered to Custodian (provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates), (ii) an Auditor Attestation and an Indemnity Undertaking shall not have been delivered to Lender (provided, that neither an Auditor Attestation nor an Indemnity Undertaking shall be required to be delivered with respect to SBA Collateral) and (iii) in the case of SBA Collateral other than Development Company Participation Certificates, an SBA Collateral Undertaking shall not have been delivered to Lender, in each case prior to 5:00.

Loans. 3.1. On each Loan Subscription Date, not later than the time specified by Lender (such time to be posted i) Subject to the TALF Website terms and conditions hereof including the conditions set forth in advance of such Loan Subscription DateSchedules 2.1(b)(i), each TALF Agent may submit 2.1(b)(ii) and 2.1(b)(iii) as applicable, the Company shall issue, and the Purchasers shall purchase from the Company Notes in an aggregate original principal amount not to Lender, in exceed $2,000,000.04 (the manner specified by Lender from time to time, a request for Loans on behalf of each Applicable Borrower proposing to borrow Loans on the next scheduled Loan Closing Date (each such request, a “Loan RequestAggregate Committed Note Amount”). Each TALF Agent shall complete the Loan Request ) in accordance with instructions provided following schedule (such Notes being referred to as the “Committed Notes”): (A) at the Initial Loan Closing which shall occur on November 16, 2010, Committed Notes having an aggregate original principal amount of $333,333.34, and (B) on the date that is ten (10) days following delivery by Custodian from time the Company to timethe Purchasers of a Notice (as defined below), in the form attached hereto as Appendix 3A or, in the case of a Loan to be secured by CMBS Collateral, Appendix 3B. Lender shall promptly provide Custodian with the information contained in each such Loan Request. Notwithstanding the foregoing, a TALF Agent shall not be permitted to submit a Loan Request unless (x) it has previously delivered to Custodian a copy of the Letter of Agreement pursuant to which it became a party hereto and (y) in the case of a Loan to be secured by Newly Issued CMBS Collateral and with respect to each such Item date, on one or more other dates as may be agreed between the Company and the Majority Purchasers. In addition, after a Purchaser has issued its Pro Rata Portion of Newly Issued CMBS Collateralthe Aggregate Committed Note Amount in accordance with the prior sentence, subject to the terms and conditions hereof, the following documents Company may request that a Purchaser purchase additional Notes from the Company under this Agreement (such Notes being referred to as the “Discretionary Notes”) in an aggregate original principal amount not to exceed such Purchaser’s Pro Rata Portion of $1,999,999.96 (the “Aggregate Discretionary Note Amount” and together with the Aggregate Committed Note Amount, the “Aggregate Note Amount”), and each Purchaser shall have been delivered the right (in its full and absolute discretion), but not the obligation, to Lender and Custodian purchase its Pro Rata Portion of the Discretionary Notes which the Company requests to be issued at or before the stated times: (1) not later than 5:00 p.m. on the eighth Business Day before the such applicable Loan Subscription Date, the Offering Materials (as defined below) (which may be in preliminary form to Additional Closing. To the extent Offering Materials in final form are not then available), that a Purchaser has determined (2) not later than 5:00 p.m. on the sixth Business Day prior to the applicable Loan Subscription Date, an AUP Report (TALF) and an AUP Report (Industry) relating to such Offering Materials and (3) not later than the Business Day after any supplement to such Offering Materials is furnished to prospective investors, each such supplement, together with an AUP Report (TALF) and an update to the earlier AUP Report (Industry); provided, that each such supplement and related AUP Report (TALF) and update to AUP Report (Industry) shall be delivered not later than 5:00 p.m. on the third Business Day prior to the applicable Loan Subscription Date (and the Offering Materials with respect to any such Item of Newly Issued CMBS Collateral may not be supplemented after such time Discretionary Notes) or is committed (other than with respect to final pricing information)). 3.2. On each Loan Subscription Date, not later than the time that each TALF Agent may submit Loan Requests to Lender pursuant to Section 3.1, each such TALF Agent shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum or other comparable offering materials (including any supplements thereto and any updates thereof) (collectively, “Offering Materials”) to the extent then available to it (and to the extent not previously delivered), with respect to all assets that its Applicable Borrowers desire to have included in the Collateral for the requested Loans; provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates and Legacy CMBS Collateral. 3.3. Not later than 12:00 noon on the fifth Business Day prior to each scheduled Loan Closing Date, in the case of a Loan to be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS Collateral, the Applicable TALF Agent shall deliver to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day (or in the case of a Loan to be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition CollateralCommitted Notes), submit in response to Custodian any request by the Company, to purchase Notes at a Sales Confirmation Loan Closing, and subject to the terms and conditions hereof, including, without limitation, the conditions set forth in Schedules 2.1(b)(i), 2.1(b)(ii) and 2.1(b)(iii), as applicable, the Company will issue and sell to the applicable Purchasers, and such Purchasers will purchase from the Company, Notes in an aggregate original principal amount not to exceed the Aggregate Discretionary Note Amount or the Aggregate Committed Note Amount, as applicable (y) may submit such purchases of Notes being referred to Custodian a revised Loan Request reflecting any reductions as the “Loans”). The Aggregate Note Amount for all Purchasers for all Loans shall not exceed $4,000,000 in the loan requests of its Applicable Borrowers that reflect any reductions in the amount of New Acquisition Collateral such Borrowers expect to be able to deliver on the Loan Closing Date as a result aggregate, or each Purchaser’s Pro Rata Portion of the actual allocations of such New Acquisition Collateral by Aggregate Committed Note Amount or the underwriters thereof. Failure to deliver a Sales Confirmation with respect to New Acquisition Collateral shall result in such assets being ineligible for inclusion in the Collateral. With respect to Expected ABS Collateral that is not CMBS CollateralAggregate Discretionary Note Amount, it is understood and agreed that the Eligible Collateral Schedule shall not include any assets with respect to which (i) Offering Materials shall not have been delivered to Custodian (provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates), as applicable. (ii) an Auditor Attestation and an Indemnity Undertaking shall not have been delivered to Lender (provided, that neither an Auditor Attestation nor an Indemnity Undertaking The purchase price for the Notes shall be required paid by the Purchasers by wire transfer of immediately available funds. Each Purchaser’s obligations hereunder are several and not joint, and accordingly the failure of any Purchaser to be delivered with respect to SBA Collateral) and (iii) in purchase Notes hereunder will not increase the case obligations of SBA Collateral any other than Development Company Participation Certificates, an SBA Collateral Undertaking shall not have been delivered to Lender, in each case prior to 5:00Purchaser.

Loans. 3.1(a) Subject to the terms and conditions hereof, each Lender holding an Initial Term Loan Commitment severally agrees to make, in Dollars, in a single draw on the Closing Date, one or more term loans (each, an “Initial Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A under the heading “Initial Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof, which Initial Term Loans: (i) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; and (ii) shall be made by each such Lender in an aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender. Once repaid, Initial Term Loans incurred hereunder may not be reborrowed. On each Loan Subscription Date, not later than the time specified by Lender (such time to be posted to the TALF Website in advance of such Loan Subscription Date), each TALF Agent may submit to Lender, in the manner specified by Lender from time to time, a request for Loans on behalf of each Applicable Borrower proposing to borrow Loans on the next scheduled Loan Closing Date (after giving effect to the incurrence of Initial Term Loans on such date), the Initial Term Loan Commitment of each Lender shall terminate. (b) Subject to the conditions set forth in the First Incremental Amendment and in accordance with the terms hereof, each Tranche B Initial Term Lender severally agrees to make, in Dollars, in a single draw on the First Incremental Amendment Closing Date one or more term loans (each such requestterm loan made on the First Incremental Amendment Closing Date, a “Tranche B Initial Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Tranche B Initial Term Loan RequestCommitment”). Each TALF Agent , as such amount may be adjusted or reduced pursuant to the terms hereof, which Tranche B Initial Term Loans: (i) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; and (ii) shall complete the Loan Request in accordance with instructions provided be made by Custodian from time to time, in the form attached hereto as Appendix 3A or, in the case of a Loan to be secured by CMBS Collateral, Appendix 3B. Lender shall promptly provide Custodian with the information contained in each such Lender in an aggregate principal amount which does not exceed the Tranche B Initial Term Loan RequestCommitment of such Lender. Once repaid, Tranche B Initial Term Loans incurred hereunder may not be reborrowed. Notwithstanding the foregoing, a TALF Agent on the Tranche B Initial Outside Date, all outstanding Tranche B Initial Term Loan Commitments shall automatically terminate if the First Incremental Amendment Closing Date shall not be permitted to submit a Loan Request unless (x) it has previously delivered to Custodian a copy of the Letter of Agreement pursuant to which it became a party hereto and (y) in the case of a Loan to be secured by Newly Issued CMBS Collateral and with respect to each such Item of Newly Issued CMBS Collateral, the following documents shall have been delivered to Lender and Custodian at occurred on or before the stated times: (1) not later than 5:00 p.m. on the eighth Business Day before the applicable Loan Subscription Date, the Offering Materials (as defined below) (which may be in preliminary form to the extent Offering Materials in final form are not then available), (2) not later than 5:00 p.m. on the sixth Business Day prior to the applicable Tranche B Initial Outside Date. On the First Incremental Amendment Closing Date (after giving effect to the incurrence of Tranche B Initial Term Loans on such date), the Tranche B Initial Term Loan Subscription Commitment of each Lender shall terminate. #88946885v8 (c) Subject to the conditions set forth in the First Incremental Amendment and in accordance with the terms hereof, each Tranche B Delayed Draw Term Lender severally agrees to make, in Dollars, in a single draw on the Tranche B Delayed Draw Closing Date, an AUP Report one or more term loans (TALF) and an AUP Report (Industry) relating to such Offering Materials and (3) not later than the Business Day after any supplement to such Offering Materials is furnished to prospective investors, each such supplementterm loan, together with an AUP Report (TALF) and an update to the earlier AUP Report (Industry); provided, that each such supplement and related AUP Report (TALF) and update to AUP Report (Industry) shall be delivered not later than 5:00 p.m. on the third Business Day prior to the applicable Loan Subscription Date (and the Offering Materials with respect to any such Item of Newly Issued CMBS Collateral may not be supplemented after such time (other than with respect to final pricing information)). 3.2. On each Loan Subscription Date, not later than the time that each TALF Agent may submit Loan Requests to Lender pursuant to Section 3.1, each such TALF Agent shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum or other comparable offering materials (including any supplements thereto and any updates thereof) (collectively, a “Offering MaterialsTranche B Delayed Draw Term Loan”) to the extent then available Borrower in an aggregate principal amount not to it (and exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Tranche B Delayed Draw Commitment”, as such amount may be adjusted or reduced pursuant to the extent terms hereof, which Tranche B Delayed Draw Term Loans: (i) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; and (ii) shall be made by each such Lender in an aggregate principal amount which does not previously deliveredexceed the Tranche B Delayed Draw Commitment of such Lender. Once repaid, Tranche B Delayed Draw Term Loans incurred hereunder may not be reborrowed. Notwithstanding the foregoing, on the Tranche B Delayed Draw Outside Date, all outstanding Tranche B Delayed Draw Commitments shall automatically terminate if the Tranche B Delayed Draw Closing Date shall not have occurred on or prior to the Tranche B Delayed Draw Outside Date. On the Tranche B Delayed Draw Closing Date (after giving effect to the incurrence of any Tranche B Delayed Draw Term Loans on such date), with respect the Tranche B Delayed Draw Commitment of each Lender shall terminate. (d) Subject to all assets that its Applicable Borrowers desire to have included the conditions set forth in the Collateral for First Incremental Amendment and in accordance with the requested terms hereof, each Tranche B Refinancing Term Lender severally agrees to make, in Dollars, in a single draw on the First Incremental Amendment Effective Date, one or more term loans (each such term loan made on the First Incremental Amendment Effective Date, the “Tranche B Refinancing Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Tranche B Refinancing Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof, which Tranche B Refinancing Term Loans: (i) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; providedand (ii) shall be made by each such Lender in an aggregate principal amount which does not exceed the Tranche B Refinancing Term Loan Commitment of such Lender. Once repaid, that Offering Materials shall Tranche B Refinancing Term Loans incurred hereunder may not be required reborrowed. On the First Incremental Amendment Effective Date (after giving effect to be delivered the incurrence of Tranche B Refinancing Term Loans on such date), the Tranche B Refinancing Term Loan Commitment of each Lender shall terminate. #88946885v8 (e) Subject to the conditions set forth in the Third Amendment and in accordance with respect the terms hereof, each Tranche C Term Lender severally agrees to SBA Pool Certificates and Legacy CMBS Collateral. 3.3. Not later than 12:00 noon make, in Dollars, in a single draw on the fifth Business Day prior to Third Amendment Closing Date one or more term loans (each scheduled Loan such term loan made on the Third Amendment Closing Date, a “Tranche C Term Loan”) to the Borrower in the case of a Loan an aggregate principal amount not to be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS Collateral, the Applicable TALF Agent shall deliver to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day (or in the case of a Loan to be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions in exceed the amount of New Acquisition Collateral set forth opposite such Borrowers expect Lender’s name in Schedule A-2 under the heading “Tranche C Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to be able to deliver on the Loan Closing Date as a result of the actual allocations of such New Acquisition Collateral by the underwriters thereof. Failure to deliver a Sales Confirmation with respect to New Acquisition Collateral shall result in such assets being ineligible for inclusion in the Collateral. With respect to Expected ABS Collateral that is not CMBS Collateralterms hereof, it is understood and agreed that the Eligible Collateral Schedule shall not include any assets with respect to which Tranche C Term Loans: (i) Offering Materials shall not have been delivered to Custodian (except as hereinafter provided, that Offering Materials shall not shall, at the option of the Borrower, be required to be delivered with respect to SBA Pool Certificates)incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; and (ii) an Auditor Attestation and an Indemnity Undertaking shall not have been delivered to Lender (provided, that neither an Auditor Attestation nor an Indemnity Undertaking shall be required made by each such Lender in an aggregate principal amount which does not exceed the Tranche C Term Loan Commitment of such Lender. Once repaid, Tranche C Term Loans incurred hereunder may not be reborrowed. On the Third Amendment Closing Date (after giving effect to be delivered with respect to SBA Collateral) and (iii) in the case incurrence of SBA Collateral other than Development Company Participation CertificatesTranche C Term Loans on such date), an SBA Collateral Undertaking the Tranche C Term Loan Commitment of each Lender shall not have been delivered to Lender, in each case prior to 5:00terminate.

Loans. 3.1. On (a) Subject to the terms and conditions hereof and to give effect to the Plan of Reorganization and provide for, together with the consummation of the transactions contemplated by the Second Lien Loan Agreement, full and complete satisfaction, settlement, release and discharge of the Prepetition Credit Agreement Claims, each Loan Subscription Date, not later than Term Lender shall be deemed to have made a term loan to the time specified by Lender Borrower on the Conversion Date in an amount equal to the amount set forth opposite such Lender’s name on Schedule I bellow the column entitled “Term Loans” (such time to term loan, a “Term Loan” and, collectively, the “Term Loans”). Such Term Loan shall (i) be posted to denominated in Dollars and (ii) except as hereinafter provided, shall, at the TALF Website option of the Borrower, be maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that except as otherwise specifically provided in advance of such Loan Subscription DateSection 2.10(b), all Term Loans comprising the same Borrowing shall at all times be of the same Type. Once repaid, Term Loans may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each TALF Agent may submit Lender with a Revolving Loan Commitment severally agrees to Lendermake, in the manner specified by Lender at any time and from time to timetime on or after the Conversion Date and prior to the Revolving Loan Maturity Date, a request for Loans on behalf of each Applicable Borrower proposing to borrow Loans on the next scheduled Loan Closing Date revolving loan or revolving loans (each such requesteach, a “Loan RequestRevolving Loan” and, collectively, the “Revolving Loans”) to the Borrower, which Revolving Loans (i) shall be denominated in Dollars, (ii) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that except as otherwise specifically provided in Section 2.10(b). Each TALF Agent , all Revolving Loans comprising the same Borrowing shall complete at all times be of the Loan Request same Type, (iii) may be repaid and reborrowed in accordance with instructions provided the provisions hereof, and (iv) shall not exceed for any such Lender at any time outstanding that aggregate principal amount which, when added to the product of (x) such Lender’s RL Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Lender at such time. (c) On the Conversion Date, automatically and without any further consent or action required by Custodian from time the Borrower and notwithstanding anything to timethe contrary in Section 2.02 or 2.03, the Administrative Agent or any Lender, (i) the Borrower, in its capacity as reorganized Xxx Enterprises, Incorporated and each Subsidiary Guarantor, in its capacity as a reorganized Debtor shall assume all obligations in respect of the DIP Credit Agreement and all other obligations in respect hereof, and, immediately thereafter, (ii) the DIP Credit Agreement and the Prepetition Credit Agreement each shall terminate and be superseded and replaced by, and deemed amended and restated in their entirety in the form attached hereto of this Agreement, and (1) the “Borrower” and the “Subsidiary Guarantors” under and as Appendix 3A or, defined in the case DIP Credit Agreement and the Prepetition Credit Agreement shall be the Borrower and Subsidiary Guarantors hereunder, (2) each “Revolving Loan” under and as defined in the DIP Credit Agreement shall be a Revolving Loan hereunder, (3) each “Lender” under and as defined in the DIP Credit Agreement or in the Prepetition Credit Agreement shall be a Lender hereunder, (4) the “Revolving Loan Commitments” under and as defined in the DIP Credit Agreement shall be Revolving Loan Commitments hereunder, and (5) the “Letters of a Loan to Credit” outstanding under and as defined in the DIP Credit Agreement and the Prepetition Credit Agreement shall be secured by CMBS Collateral, Appendix 3B. Lender shall promptly provide Custodian with the information contained in each such Loan RequestLetters of Credit hereunder. Notwithstanding the foregoing, a TALF Agent shall not be permitted to submit a Loan Request unless (x) it has previously delivered to Custodian a copy all obligations of the Letter of Borrower and the Subsidiary Guarantors to the “Administrative Agent”, the “Issuing Bank” and the “Lenders” under and as defined under the DIP Credit Agreement pursuant to which it became a party hereto and (y) any other “Credit Document” under and as defined in the case DIP Credit Agreement which are expressly stated in the DIP Credit Agreement or such other credit document as surviving such agreement’s termination shall, as so specified, survive without prejudice and remain in full force and effect. Each of a Loan to be secured by Newly Issued CMBS Collateral and with respect to each such Item of Newly Issued CMBS Collateralthe Credit Parties, the following Administrative Agent, the Lenders and the Issuing Bank shall take such actions and execute and deliver such agreements, instruments or other documents shall have been delivered as the Administrative Agent may reasonably request to Lender and Custodian at or before give effect to the stated times:provisions of this Section 2.01(c). (1d) not later than 5:00 p.m. on Subject to and upon the eighth Business Day before the applicable Loan Subscription Dateterms and conditions set forth herein, the Offering Materials (as defined below) (which may be in preliminary form Swingline Lender agrees to make, at any time and from time to time on or after the extent Offering Materials in final form are not then available), (2) not later than 5:00 p.m. on the sixth Business Day Conversion Date and prior to the applicable Loan Subscription Swingline Expiry Date, an AUP Report a revolving loan or revolving loans (TALF) and an AUP Report (Industry) relating to such Offering Materials and (3) not later than the Business Day after any supplement to such Offering Materials is furnished to prospective investorseach, each such supplementa “Swingline Loan” and, together with an AUP Report (TALF) and an update to the earlier AUP Report (Industry); provided, that each such supplement and related AUP Report (TALF) and update to AUP Report (Industry) shall be delivered not later than 5:00 p.m. on the third Business Day prior to the applicable Loan Subscription Date (and the Offering Materials with respect to any such Item of Newly Issued CMBS Collateral may not be supplemented after such time (other than with respect to final pricing information)). 3.2. On each Loan Subscription Date, not later than the time that each TALF Agent may submit Loan Requests to Lender pursuant to Section 3.1, each such TALF Agent shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum or other comparable offering materials (including any supplements thereto and any updates thereof) (collectively, the “Offering MaterialsSwingline Loans”) to the extent Borrower, which Swingline Loans (i) shall be incurred and maintained as Base Rate Loans, (ii) shall be denominated in Dollars, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then available to it (outstanding and the aggregate amount of all Letter of Credit Outstandings at such time, an amount equal to the extent Total Revolving Loan Commitment at such time, and (v) shall not previously deliveredexceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 2.01(d), (i) the Swingline Lender shall not be obligated to make any Swingline Loans at a time when a Lender Default exists with respect to all assets that its Applicable Borrowers desire a RL Lender unless the Swingline Lender has entered into arrangements satisfactory to have included in it and the Collateral for Borrower to eliminate the requested Loans; provided, that Offering Materials shall not be required to be delivered Swingline Lender’s risk with respect to SBA Pool Certificates the Defaulting Lender’s or Defaulting Lenders’ participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender’s or Defaulting Lenders’ RL Percentage of the outstanding Swingline Loans, and Legacy CMBS Collateral(ii) the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower, any other Credit Party or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices or (B) of the waiver of such Default or Event of Default by the Required Lenders. 3.3. Not later than 12:00 noon (e) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the RL Lenders that the Swingline Lender’s outstanding Swingline Loans shall be funded with one or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 11.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 11), in which case one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the fifth immediately succeeding Business Day prior by all RL Lenders pro rata based on each such RL Lender’s RL Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 11) and the proceeds thereof shall be applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each RL Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day’s notice pursuant to each scheduled Loan Closing Date, in the case of a Loan to be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS Collateral, the Applicable TALF Agent shall deliver to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day (or in the case of a Loan to be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions Mandatory Borrowing in the amount of New Acquisition Collateral such Borrowers expect to be able to deliver and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing, and (v) the amount of the Total Revolving Loan Closing Date Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the actual allocations commencement of such New Acquisition Collateral by a proceeding under the underwriters thereof. Failure to deliver a Sales Confirmation Bankruptcy Code with respect to New Acquisition Collateral the Borrower), then each RL Lender hereby agrees that it shall result forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the RL Lenders to share in such assets being ineligible Swingline Loans ratably based upon their respective RL Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 11), provided that (x) all interest payable on the Swingline Loans shall be for inclusion in the Collateral. With respect to Expected ABS Collateral that account of the Swingline Lender until the date as of which the respective participation is not CMBS Collateral, it is understood and agreed that the Eligible Collateral Schedule shall not include any assets with respect to which (i) Offering Materials shall not have been delivered to Custodian (provided, that Offering Materials shall not be required to be delivered with respect purchased and, to SBA Pool Certificates)the extent attributable to the purchased participation, shall be payable to the participant from and after such date, and (iiy) an Auditor Attestation and an Indemnity Undertaking shall not have been delivered at the time any purchase of participations pursuant to this sentence is actually made, the purchasing RL Lender (provided, that neither an Auditor Attestation nor an Indemnity Undertaking shall be required to be delivered with respect pay the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to SBA Collateral) but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and (iii) in at the case of SBA Collateral other than Development Company Participation Certificates, an SBA Collateral Undertaking shall not have been delivered interest rate otherwise applicable to Lender, in Revolving Loans maintained as Base Rate Loans hereunder for each case prior to 5:00day thereafter.

Loans. 3.1. On each Loan Subscription Date, not later than the time specified by Lender (such time to be posted Subject to the TALF Website in advance of such Loan Subscription Date)terms and conditions set forth herein, each TALF Agent may submit the Lender agrees to Lender, in the manner specified by Lender from time to time, a request for Loans on behalf of each Applicable Borrower proposing to borrow Loans on the next scheduled Loan Closing Date make loans (each such requestloan, a “Loan Request”). Each TALF Agent shall complete the Loan Request in accordance with instructions provided by Custodian from time to time, in the form attached hereto as Appendix 3A or, in the case of a Loan to be secured by CMBS Collateral, Appendix 3B. Lender shall promptly provide Custodian with the information contained in each such Loan Request. Notwithstanding the foregoing, a TALF Agent shall not be permitted to submit a Loan Request unless (x) it has previously delivered to Custodian a copy of the Letter of Agreement pursuant to which it became a party hereto and (y) in the case of a Loan to be secured by Newly Issued CMBS Collateral and with respect to each such Item of Newly Issued CMBS Collateral, the following documents shall have been delivered to Lender and Custodian at or before the stated times: (1) not later than 5:00 p.m. on the eighth Business Day before the applicable Loan Subscription Date, the Offering Materials (as defined below) (which may be in preliminary form to the extent Offering Materials in final form are not then available), (2) not later than 5:00 p.m. on the sixth Business Day prior to the applicable Loan Subscription Date, an AUP Report (TALF) and an AUP Report (Industry) relating to such Offering Materials and (3) not later than the Business Day after any supplement to such Offering Materials is furnished to prospective investors, each such supplement, together with an AUP Report (TALF) and an update to the earlier AUP Report (Industry); provided, that each such supplement and related AUP Report (TALF) and update to AUP Report (Industry) shall be delivered not later than 5:00 p.m. on the third Business Day prior to the applicable Loan Subscription Date (and the Offering Materials with respect to any such Item of Newly Issued CMBS Collateral may not be supplemented after such time (other than with respect to final pricing information)). 3.2. On each Loan Subscription Date, not later than the time that each TALF Agent may submit Loan Requests to Lender pursuant to Section 3.1, each such TALF Agent shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum or other comparable offering materials (including any supplements thereto and any updates thereof) (collectively, “Offering MaterialsRevolving Loan”) to the extent then available Borrowers in Dollars or in one or more Alternative Currencies from time to it time on any Business Day during the Availability Period; provided, however, that after giving effect to any Borrowing of Revolving Loans, (i) the Total Revolving Outstandings shall not exceed the Revolving Commitment and (ii) the aggregate Outstanding Amount of all Revolving Loans made to the Designated Borrowers shall not exceed the Designated Borrower Sublimit. Within the limits of the Revolving Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Loans may be Base Rate Loans, Term SOFR Loans, Alternative Currency Daily Rate Loans or Alternative Currency Term Rate Loans, as further provided herein, or may be made pursuant to an Autoborrow Agreement as contemplated in Section 2.02(d). The Company shall have the right, upon at least ten Business Days’ prior written notice to the Lender, to request an increase to the Revolving Commitment by up to $25,000,000 in the aggregate in one or more increases, at any time prior to the date that is six months prior to the Maturity Date, subject, however, in any such case, to satisfaction of the following conditions precedent: (i) the Lender shall have consented to such increase and shall have received all necessary internal approvals; (ii) no Default shall have occurred and be continuing on the date on which such increase is to become effective; (iii) the representations and warranties set forth in Article VI shall be true and correct on and as of the date on which such increase is to become effective, except to the extent not previously delivered), with respect that such representations and warranties specifically refer to all assets that its Applicable Borrowers desire to have included in the Collateral for the requested Loans; provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates and Legacy CMBS Collateral. 3.3. Not later than 12:00 noon on the fifth Business Day prior to each scheduled Loan Closing Datean earlier date, in which case they shall be true and correct as of such earlier date; and (iv) the case Lender shall have received all documents (including resolutions of a the board of directors of the Loan Parties) it may reasonably request relating to be secured by Legacy CMBS Collateral the corporate or other necessary authority for such increase and with respect the validity of such increase, and any other matters relevant thereto, all in form and substance reasonably satisfactory to each the Lender. In the event that the Lender is not able to provide any such Item of Legacy CMBS Collateralincrease, the Applicable TALF Agent Company may seek to obtain such increase from another bank that would qualify as Eligible Assignee and is reasonably acceptable to the Lender. Such institution shall execute and deliver such documentation evidencing its commitment and its obligations under this Agreement in form and substance acceptable to the Lender, and the Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day (or in the case of a Loan to be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions in the amount of New Acquisition Collateral such Borrowers expect to be able to deliver on the Loan Closing Date Parties shall enter into an amendment to this Agreement as a result of is necessary to accommodate multiple lenders in accordance with the actual allocations of such New Acquisition Collateral by the underwriters thereof. Failure to deliver a Sales Confirmation with respect to New Acquisition Collateral shall result in such assets being ineligible for inclusion in the Collateral. With respect to Expected ABS Collateral that is not CMBS CollateralLender’s legal, it is understood operational and agreed that the Eligible Collateral Schedule shall not include any assets with respect to which (i) Offering Materials shall not have been delivered to Custodian (provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates), (ii) an Auditor Attestation and an Indemnity Undertaking shall not have been delivered to Lender (provided, that neither an Auditor Attestation nor an Indemnity Undertaking shall be required to be delivered with respect to SBA Collateral) and (iii) in the case of SBA Collateral other than Development Company Participation Certificates, an SBA Collateral Undertaking shall not have been delivered to Lender, in each case prior to 5:00administrative requirements.

Loans. 3.1. On (i) Subject to and in reliance upon the terms, conditions, representations and warranties in the Loan Documents, each Loan Subscription Date, not later than the time specified by Revolver Lender (such time severally agrees to be posted make Revolver Loans to the TALF Website Borrower during the period from and including (i) the Closing Date or (ii) such later date that such Revolver Lender becomes a party to this Agreement as provided in advance SECTION 12.06(b), to and up to, but excluding, the Termination Date in respect of the Revolver Facility in an aggregate principal amount at any one time outstanding up to, but not exceeding, the amount of such Loan Subscription Date)Revolver Lender's Revolver Commitment as then in effect; provided however, each TALF Agent may submit to Lender, in that the manner specified aggregate principal amount of all such Revolver Loans by Lender from all Revolver Lenders hereunder at any one time to time, a request for Loans on behalf of each Applicable Borrower proposing to borrow Loans on the next scheduled Loan Closing Date (each such request, a “Loan Request”). Each TALF Agent shall complete the Loan Request in accordance with instructions provided by Custodian from time to time, in the form attached hereto as Appendix 3A or, in the case of a Loan to be secured by CMBS Collateral, Appendix 3B. Lender shall promptly provide Custodian outstanding together with the information contained in each such Loan Request. Notwithstanding the foregoing, a TALF Agent LC Exposure shall not be permitted exceed an amount equal to submit a Loan Request unless (x) it until such time as the Spectrum Income Tax Obligation has previously delivered to Custodian a copy been paid in full, the Aggregate Maximum Revolver Amount less the amount of the Letter of Agreement pursuant to which it became a party hereto Spectrum Income Tax Obligation, and (y) upon and following payment of the Spectrum Income Tax Obligation, an amount equal to the Aggregate Maximum Revolver Amount. Subject to the terms of this Agreement, during the period from the Closing Date to and up to, but excluding, the Termination Date in respect of the Revolver Facility, the Borrower may borrow, repay and reborrow the amount described in this SECTION 2.01(A). (ii) Subject to and in reliance upon the terms, conditions, representations and warranties in the case of Loan Documents, each Term Loan Lender severally, but not jointly, agrees to lend to the Borrower in a Loan to be secured by Newly Issued CMBS Collateral and with respect to each such Item of Newly Issued CMBS Collateral, the following documents shall have been delivered to Lender and Custodian at or before the stated times: (1) not later than 5:00 p.m. single advance on the eighth Business Day before the applicable Closing Date a Term Loan Subscription Date, the Offering Materials (as defined below) (which may be in preliminary form to the extent Offering Materials in final form are not then available), (2) not later than 5:00 p.m. on the sixth Business Day prior to the applicable Loan Subscription Date, an AUP Report (TALF) and an AUP Report (Industry) relating amount equal to such Offering Materials and (3) not later than Lender's Term Loan Commitment. If all or any portion of the Business Day after any supplement to such Offering Materials Term Loan Principal Debt is furnished to prospective investorspaid or prepaid by the Borrower, each such supplement, together with an AUP Report (TALF) and an update to then the earlier AUP Report (Industry); provided, that each such supplement and related AUP Report (TALF) and update to AUP Report (Industry) shall be delivered not later than 5:00 p.m. on the third Business Day prior to the applicable Loan Subscription Date (and the Offering Materials with respect to any such Item of Newly Issued CMBS Collateral amount so paid or prepaid may not be supplemented after such time (other than with respect to final pricing information))reborrowed. 3.2. On each Loan Subscription Date, not later than the time that each TALF Agent may submit Loan Requests to Lender pursuant to Section 3.1, each such TALF Agent shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum or other comparable offering materials (including any supplements thereto and any updates thereof) (collectively, “Offering Materials”) to the extent then available to it (and to the extent not previously delivered), with respect to all assets that its Applicable Borrowers desire to have included in the Collateral for the requested Loans; provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates and Legacy CMBS Collateral. 3.3. Not later than 12:00 noon on the fifth Business Day prior to each scheduled Loan Closing Date, in the case of a Loan to be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS Collateral, the Applicable TALF Agent shall deliver to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day (or in the case of a Loan to be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions in the amount of New Acquisition Collateral such Borrowers expect to be able to deliver on the Loan Closing Date as a result of the actual allocations of such New Acquisition Collateral by the underwriters thereof. Failure to deliver a Sales Confirmation with respect to New Acquisition Collateral shall result in such assets being ineligible for inclusion in the Collateral. With respect to Expected ABS Collateral that is not CMBS Collateral, it is understood and agreed that the Eligible Collateral Schedule shall not include any assets with respect to which (i) Offering Materials shall not have been delivered to Custodian (provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates), (ii) an Auditor Attestation and an Indemnity Undertaking shall not have been delivered to Lender (provided, that neither an Auditor Attestation nor an Indemnity Undertaking shall be required to be delivered with respect to SBA Collateral) and (iii) in the case of SBA Collateral other than Development Company Participation Certificates, an SBA Collateral Undertaking shall not have been delivered to Lender, in each case prior to 5:00

Loans. 3.1. On each Loan Subscription Date(i) Subject to the terms and conditions set forth herein and in the Ancillary Agreements, not later than Laurus may make loans (the time specified by Lender (such "Loans") to Company from time to be posted to time during the TALF Website in advance of such Loan Subscription Date), each TALF Agent may submit to LenderTerm which, in the manner specified by Lender aggregate at any time outstanding, will not exceed the lesser of (x) (I) the Capital Availability Amount minus (II) such reserves as Laurus may reasonably in its good faith judgment deem proper and necessary from time to time, a request for Loans on behalf of each Applicable Borrower proposing to borrow Loans on time (the next scheduled Loan Closing Date (each such request, a “Loan Request”). Each TALF Agent shall complete the Loan Request in accordance with instructions provided by Custodian from time to time, in the form attached hereto as Appendix 3A or, in the case of a Loan to be secured by CMBS Collateral, Appendix 3B. Lender shall promptly provide Custodian with the information contained in each such Loan Request. Notwithstanding the foregoing, a TALF Agent shall not be permitted to submit a Loan Request unless (x"Reserves") it has previously delivered to Custodian a copy of the Letter of Agreement pursuant to which it became a party hereto and (y) an amount equal to (I) the Accounts Availability plus (II) the Inventory Availability, minus (III) the Reserves. The amount derived at any time from Section 2(a)(i)(y)(I) plus 2(a)(i)(y)(II) minus 2(a)(i)(y)(III) shall be referred to as the "Formula Amount". Company shall execute and deliver to Laurus on the Closing Date a Minimum Borrowing Note and a Revolving Note evidencing the Loans funded on the Closing Date. From time to time thereafter, Company shall execute and deliver to Laurus immediately prior to the final funding of each additional $1,000,000 tranche of Loans allocated to any Minimum Borrowing Note issued by Company to Laurus after the date hereof (calculated on a cumulative basis for each such tranche) an additional Minimum Borrowing Note evidencing such tranche, substantially in the case form of the Minimum Borrowing Note delivered by Company to Laurus on the Closing Date. Notwithstanding anything herein to the contrary, whenever during the Term the outstanding balance on the Revolving Note should equal or exceed $1,000,000 to the extent that the outstanding balance on Minimum Borrowing Note shall be less than $1,000,000 (the difference of $1,000,000 less the actual balance of the Minimum Borrowing Note, the "Available Minimum Borrowing"), such portion of the balance of the Revolving Note as shall equal the Available Minimum Borrowing shall be deemed to be simultaneously extinguished on the Revolving Note and transferred to, and evidenced by, the Minimum Borrowing Note. (ii) Notwithstanding the limitations set forth above, if requested by Company, Laurus retains the right to lend to Company from time to time such amounts in excess of such limitations as Laurus may determine in its sole discretion. (iii) Company acknowledges that the exercise of Laurus' discretionary rights hereunder may result during the Term in one or more increases or decreases in the advance percentages used in determining Accounts Availability and/or Inventory Availability and Company hereby consents to any such increases or decreases which may limit or restrict advances requested by Company. (iv) If Company does not pay any interest, fees, costs or charges to Laurus when due, Company shall thereby be deemed to have requested, and Laurus is hereby authorized at its discretion to make and charge to Company's account, a Loan to be secured by Newly Issued CMBS Collateral Company as of such date in an amount equal to such unpaid interest, fees, costs or charges. (v) If Company at any time fails to perform or observe any of the covenants contained in this Agreement or any Ancillary Agreement, Laurus may, but need not, perform or observe such covenant on behalf and with respect in the name, place and stead of Company (or, at Laurus' option, in Laurus' name) and may, but need not, take any and all other actions which Laurus may reasonably deem necessary to each cure or correct such Item failure (including the payment of Newly Issued CMBS Collateraltaxes, the following documents shall have been delivered to Lender and Custodian at or before the stated times: (1) not later than 5:00 p.m. on the eighth Business Day before the applicable Loan Subscription Datesatisfaction of Liens, the Offering Materials (as defined below) (which may be in preliminary form performance of obligations owed to Account Debtors, lessors or other obligors, the extent Offering Materials in final form are not then available)procurement and maintenance of insurance, (2) not later than 5:00 p.m. on the sixth Business Day prior to the applicable Loan Subscription Dateexecution of assignments, an AUP Report (TALF) security agreements and an AUP Report (Industry) relating to such Offering Materials and (3) not later than the Business Day after any supplement to such Offering Materials is furnished to prospective investorsfinancing statements, each such supplement, together with an AUP Report (TALF) and an update to the earlier AUP Report (Industry); provided, that each such supplement and related AUP Report (TALF) and update to AUP Report (Industry) shall be delivered not later than 5:00 p.m. on the third Business Day prior to the applicable Loan Subscription Date (and the Offering Materials with respect to any such Item endorsement of Newly Issued CMBS Collateral may not be supplemented after such time (other than with respect to final pricing informationinstruments)). 3.2. On each Loan Subscription Date, not later than the time that each TALF Agent may submit Loan Requests to Lender pursuant to Section 3.1, each such TALF Agent shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum or other comparable offering materials The amount of all monies expended and all reasonable costs and expenses (including any supplements thereto reasonable attorneys' fees and any updates thereoflegal expenses) (collectively, “Offering Materials”) to the extent then available to it (and to the extent not previously delivered), incurred by Laurus in connection with respect to all assets that its Applicable Borrowers desire to have included in the Collateral for the requested Loans; provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates and Legacy CMBS Collateral. 3.3. Not later than 12:00 noon on the fifth Business Day prior to each scheduled Loan Closing Date, in the case of a Loan to be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS Collateral, the Applicable TALF Agent shall deliver to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day (or in the case of a Loan to be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions in the amount of New Acquisition Collateral such Borrowers expect to be able to deliver on the Loan Closing Date as a result of the actual allocations performance or observance of such New Acquisition Collateral agreements or the taking of such action by Laurus shall be charged to Company's account as a Loan and added to the Obligations. To facilitate Laurus' performance or observance of such covenants of Company, Company hereby irrevocably appoints Laurus, or Laurus' delegate, acting alone, as Company's attorney in fact (which appointment is coupled with an interest) with the right (but not the duty) from time to time to create, prepare, complete, execute, deliver, endorse or file in the name and on behalf of Company any and all instruments, documents, assignments, security agreements, financing statements, applications for insurance and other agreements and writings required to be obtained, executed delivered or endorsed by Company. (vi) Laurus will account to Company monthly with a statement of all Loans and other advances, charges and payments made pursuant to this Agreement, and such account rendered by Laurus shall be deemed final, binding and conclusive unless Laurus is notified by Company in writing to the contrary within thirty (30) days of the date each account was rendered specifying the item or items to which objection is made. (vii) During the Term, Company may borrow and prepay Loans in accordance with the terms and conditions hereof. (viii) If any Eligible Account is not paid by the underwriters thereof. Failure to deliver Account Debtor within ninety (90) days after the date that such Eligible Account was invoiced or if any Account Debtor asserts a Sales Confirmation deduction, dispute, contingency, set-off, or counterclaim with respect to New Acquisition Collateral any Eligible Account, (a "Delinquent Account"), Company shall result in such assets being ineligible (i) reimburse Laurus for inclusion in the Collateral. With respect to Expected ABS Collateral that is not CMBS Collateral, it is understood and agreed that amount of the Eligible Collateral Schedule shall not include any assets Loans made with respect to such Delinquent Account plus an adjustment fee in an amount equal to one-half of one percent (0.50%) of the gross face amount of such Eligible Account or (ii) immediately replace such Delinquent Account with an otherwise Eligible Account. (b) Following the occurrence of an Event of Default which continues to exist, Laurus may, at its option, elect to convert the credit facility contemplated hereby to an accounts receivable purchase facility. Upon such election by Laurus (i) Offering Materials subsequent notice of which Laurus shall not provide to Company), Company shall be deemed to hereby have been sold, assigned, transferred, conveyed and delivered to Custodian Laurus, and Laurus shall be deemed to have purchased and received from Company, all right, title and interest of Company in and to all Accounts which shall at any time constitute Eligible Accounts (provided, that Offering Materials the "Receivables Purchase"). All outstanding Loans hereunder shall be deemed obligations under such accounts receivable purchase facility. The conversion to an accounts receivable purchase facility in accordance with the terms hereof shall not be deemed an exercise by Laurus of its secured creditor rights under Article 9 of the UCC. Immediately following Laurus' request, Company shall execute all such further documentation as may be required by Laurus to be delivered with respect more fully set forth the accounts receivable purchase facility herein contemplated, including, without limitation, Laurus' standard form of accounts receivable purchase agreement and account debtor notification letters, but Company's failure to SBA Pool Certificates), (ii) an Auditor Attestation and an Indemnity Undertaking enter into any such documentation shall not have been delivered to Lender (provided, that neither an Auditor Attestation nor an Indemnity Undertaking shall be required to be delivered with respect to SBA Collateral) and (iii) impair or affect the Receivables Purchase in the case of SBA Collateral other than Development Company Participation Certificates, an SBA Collateral Undertaking shall not have been delivered to Lender, in each case prior to 5:00any manner whatsoever.

Loans. 3.1. On each Loan Subscription Date, not later than the time specified by Lender (such time to be posted a) Subject to the TALF Website in advance terms and conditions hereof, each Lender severally agrees to make revolving credit loans (each a "Loan" and, as the context may require, collectively with all Loans of such Loan Subscription Date)Lender and with the Loans of all other Lenders, each TALF Agent may submit the "Loans") to Lender, in the manner specified by Lender Borrower from time to time, a request for Loans on behalf of each Applicable Borrower proposing to borrow Loans on time during the next scheduled Loan Closing Date (each such request, a “Loan Request”). Each TALF Agent shall complete the Loan Request in accordance with instructions provided by Custodian from time to timeCommitment Period, in an aggregate principal amount such that at any one time the form attached hereto as Appendix 3A or, in the case Facility Exposure of a Loan to be secured by CMBS Collateral, Appendix 3B. such Lender shall promptly provide Custodian with the information contained in each not exceed such Loan RequestLender's Commitment Amount. Notwithstanding the foregoing, a TALF Agent At no time shall not be permitted to submit a Loan Request unless (x) it has previously delivered to Custodian a copy of the Letter of Agreement pursuant to which it became a party hereto and (y) in the case of a Loan to be secured by Newly Issued CMBS Collateral and with respect to each such Item of Newly Issued CMBS Collateral, the following documents shall have been delivered to Lender and Custodian at or before the stated times: (1) not later than 5:00 p.m. on the eighth Business Day before the applicable Loan Subscription Date, the Offering Materials (as defined below) (which may be in preliminary form to the extent Offering Materials in final form are not then available), (2) not later than 5:00 p.m. on the sixth Business Day prior to the applicable Loan Subscription Date, an AUP Report (TALF) and an AUP Report (Industry) relating to such Offering Materials and (3) not later than the Business Day after any supplement to such Offering Materials is furnished to prospective investors, each such supplement, together with an AUP Report (TALF) and an update to the earlier AUP Report (Industry); provided, that each such supplement and related AUP Report (TALF) and update to AUP Report (Industry) shall be delivered not later than 5:00 p.m. on the third Business Day prior to the applicable Loan Subscription Date (and the Offering Materials with respect to any such Item of Newly Issued CMBS Collateral may not be supplemented after such time (other than with respect to final pricing information)). 3.2. On each Loan Subscription Date, not later than the time that each TALF Agent may submit Loan Requests to Lender pursuant to Section 3.1, each such TALF Agent shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum or other comparable offering materials (including any supplements thereto and any updates thereof) (collectively, “Offering Materials”) to the extent then available to it (and to the extent not previously delivered), with respect to all assets that its Applicable Borrowers desire to have included in the Collateral for the requested Loans; provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates and Legacy CMBS Collateral. 3.3. Not later than 12:00 noon on the fifth Business Day prior to each scheduled Loan Closing Date, in the case of a Loan to be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS Collateral, the Applicable TALF Agent shall deliver to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day (or in the case of a Loan to be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions in the amount of New Acquisition Collateral such Borrowers expect to be able to deliver on the Loan Closing Date as a result of the actual allocations of such New Acquisition Collateral by the underwriters thereof. Failure to deliver a Sales Confirmation with respect to New Acquisition Collateral shall result in such assets being ineligible for inclusion in the Collateral. With respect to Expected ABS Collateral that is not CMBS Collateral, it is understood and agreed that the Eligible Collateral Schedule shall not include any assets with respect to which (i) Offering Materials shall not have been delivered to Custodian the sum of (providedA) the aggregate outstanding principal amount of the Loans of all Lenders, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates)(B) the aggregate Swingline Exposure, and (C) the aggregate LC Exposure, exceed the Total Commitment Amount, (ii) an Auditor Attestation the face amount of all issued and an Indemnity Undertaking shall not have been delivered outstanding Letters of Credit exceed the LC Sublimit, or (iii) the outstanding Swingline Loans exceed the Swingline Amount. During the Commitment Period, the Borrower may borrow, prepay in whole or in part and reborrow under the Commitments, all in accordance with the terms and conditions of this Agreement. Subject to Lender the provisions of Sections 2.3 and 2.8, Loans may be (provideda) ABR Advances, that neither an Auditor Attestation nor an Indemnity Undertaking (b) Eurodollar Advances, or (c) any combination thereof. (b) This Agreement amends and restates in its entirety all of the terms of the Prior Credit Agreement. On the Effective Date (i) the Loans under the Prior Credit Agreement shall be required deemed to be delivered with respect Loans under and as defined in this Agreement and shall maintain their respective status as Eurodollar Advances, ABR Advances or Swing Line Loans, as the case may be, as under the Prior Credit Agreement, (ii) Regions Bank (the "Exiting Lender") shall cease to SBA Collateral) be a Lender hereunder, and (iii) the Lenders (including Exiting Lender) shall buy and sell interests in the case Loans among themselves as determined by the Agent such that after giving effect thereto each Lender shall own its Commitment Percentage of SBA Collateral other than Development Company Participation Certificates, an SBA Collateral Undertaking all outstanding Loans and the Exiting Lender shall not have been delivered cease to Lender, own any interests in each case prior to 5:00the Loans.

Loans. 3.1. On (a) Subject to and upon the terms and conditions contained herein, each Loan Subscription Date, Lender severally (and not later than jointly) agrees to make its Pro Rata Share of Revolving Loans to each Borrower from time to time in amounts requested by such Borrower (or Administrative Borrower on behalf of such Borrower) up to the aggregate amount outstanding for all Lenders at any time specified by Lender equal to the lesser of: (i) the Borrowing Base at such time or (ii) the Maximum Credit at such time. (b) Except in Agent’s discretion, with the consent of all Lenders, or as otherwise provided herein, (i) the aggregate principal amount of the Loans and the Letter of Credit Obligations outstanding at any time to Borrowers shall not exceed the Maximum Credit, (ii) the aggregate principal amount of the Revolving Loans and Letter of Credit Obligations outstanding at any time to Borrowers shall not exceed the Borrowing Base, and (iii) the aggregate principal amount of the Revolving Loans outstanding at any time to Borrowers based on Eligible Inventory shall not exceed the Inventory Loan Limit. (c) In the event that (i) the aggregate principal amount of the Loans and the Letter of Credit Obligations outstanding at any time to Borrowers exceed the Maximum Credit, or (ii) except as otherwise provided herein, the aggregate principal amount of the Revolving Loans and Letter of Credit Obligations outstanding at any time to Borrowers exceed the Borrowing Base, or (iii) the aggregate principal amount of Revolving Loans and Letter of Credit Obligations outstanding at any time to Borrowers based on Eligible Inventory exceed the Inventory Loan Limit, such event shall not limit, waive or otherwise affect any rights of Agent or Lenders in such circumstances or on any future occasions and Borrowers shall, upon demand by Agent, which may be posted to the TALF Website in advance of such Loan Subscription Date), each TALF Agent may submit to Lender, in the manner specified by Lender made at any time or from time to time, a request for Loans on behalf immediately repay to Agent the entire amount of each Applicable Borrower proposing to borrow Loans on the next scheduled Loan Closing Date (each such request, a “Loan Request”). Each TALF Agent shall complete the Loan Request in accordance with instructions provided by Custodian from time to time, in the form attached hereto as Appendix 3A or, in the case of a Loan to be secured by CMBS Collateral, Appendix 3B. Lender shall promptly provide Custodian with the information contained in each such Loan Request. Notwithstanding the foregoing, a TALF Agent shall not be permitted to submit a Loan Request unless (x) it has previously delivered to Custodian a copy of the Letter of Agreement pursuant to which it became a party hereto and (y) in the case of a Loan to be secured by Newly Issued CMBS Collateral and with respect to each such Item of Newly Issued CMBS Collateral, the following documents shall have been delivered to Lender and Custodian at or before the stated times: (1) not later than 5:00 p.m. on the eighth Business Day before the applicable Loan Subscription Date, the Offering Materials (as defined below) (which may be in preliminary form to the extent Offering Materials in final form are not then available), (2) not later than 5:00 p.m. on the sixth Business Day prior to the applicable Loan Subscription Date, an AUP Report (TALF) and an AUP Report (Industry) relating to such Offering Materials and (3) not later than the Business Day after any supplement to such Offering Materials is furnished to prospective investors, each such supplement, together with an AUP Report (TALF) and an update to the earlier AUP Report (Industry); provided, that each such supplement and related AUP Report (TALF) and update to AUP Report (Industry) shall be delivered not later than 5:00 p.m. on the third Business Day prior to the applicable Loan Subscription Date (and the Offering Materials with respect to any such Item of Newly Issued CMBS Collateral may not be supplemented after such time (other than with respect to final pricing information))excess(es) for which payment is demanded. 3.2. On each Loan Subscription Date, not later than the time that each TALF Agent may submit Loan Requests to Lender pursuant to Section 3.1, each such TALF Agent shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum or other comparable offering materials (including any supplements thereto and any updates thereof) (collectively, “Offering Materials”) to the extent then available to it (and to the extent not previously delivered), with respect to all assets that its Applicable Borrowers desire to have included in the Collateral for the requested Loans; provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates and Legacy CMBS Collateral. 3.3. Not later than 12:00 noon on the fifth Business Day prior to each scheduled Loan Closing Date, in the case of a Loan to be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS Collateral, the Applicable TALF Agent shall deliver to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day (or in the case of a Loan to be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions in the amount of New Acquisition Collateral such Borrowers expect to be able to deliver on the Loan Closing Date as a result of the actual allocations of such New Acquisition Collateral by the underwriters thereof. Failure to deliver a Sales Confirmation with respect to New Acquisition Collateral shall result in such assets being ineligible for inclusion in the Collateral. With respect to Expected ABS Collateral that is not CMBS Collateral, it is understood and agreed that the Eligible Collateral Schedule shall not include any assets with respect to which (i) Offering Materials shall not have been delivered to Custodian (provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates), (ii) an Auditor Attestation and an Indemnity Undertaking shall not have been delivered to Lender (provided, that neither an Auditor Attestation nor an Indemnity Undertaking shall be required to be delivered with respect to SBA Collateral) and (iii) in the case of SBA Collateral other than Development Company Participation Certificates, an SBA Collateral Undertaking shall not have been delivered to Lender, in each case prior to 5:00

Loans. 3.1. On (a) Subject to the terms and conditions of this Agreement, from the Closing Date and until the Commitment Termination Date (i) Lender agrees (A) to make available advances (each, a "Revolving Credit Advance") and (B) to incur Letter of Credit Obligations, in an aggregate outstanding amount not to exceed the Borrowing Availability, and (ii) Borrower may at its request from time to time borrow, repay and reborrow, and may cause Lender to incur Letter of Credit Obligations, under this Section 1.1. (b) Borrower shall request each Loan Subscription Date, not Revolving Credit Advance by written notice to Lender substantially in the form of Exhibit A (each a "Notice of Revolving Credit Advance") given no later than 11:00 A.M. (New York City time) on the Business Day of the proposed Revolving Credit Advance. Lender shall be fully protected under this Agreement in relying upon, and shall be entitled to rely upon, (i) any Notice of Revolving Credit Advance believed by Lender to be genuine, and (ii) the assumption that the Persons making electronic requests or executing and delivering a Notice of Revolving Credit Advance were duly authorized, unless the responsible individual acting thereon for Lender shall have actual knowledge to the contrary. (c) The Revolving Credit Loan shall be evidenced by, and be repayable in accordance with the terms of, the Revolving Credit Note and this Agreement. (d) Borrower agrees that Lender, in making any Revolving Credit Advance or incurring any other Obligation hereunder, shall be entitled to rely upon the most recent Borrowing Base Certificate delivered to Lender by Borrower and other information available to Lender. Borrower further agrees that Lender shall be under no obligation to make any further Revolving Credit Advance or incur any other Obligation if Borrower shall have failed to deliver a Borrowing Base Certificate to Lender by the time specified by Lender (such time to be posted to the TALF Website in advance of such Loan Subscription Date), each TALF Agent may submit to Lender, in the manner specified by Lender from time to time, a request for Loans on behalf of each Applicable Borrower proposing to borrow Loans on the next scheduled Loan Closing Date (each such request, a “Loan Request”). Each TALF Agent shall complete the Loan Request in accordance with instructions provided by Custodian from time to time, in the form attached hereto as Appendix 3A or, in the case of a Loan to be secured by CMBS Collateral, Appendix 3B. Lender shall promptly provide Custodian with the information contained in each such Loan Request. Notwithstanding the foregoing, a TALF Agent shall not be permitted to submit a Loan Request unless (x) it has previously delivered to Custodian a copy of the Letter of Agreement pursuant to which it became a party hereto and (y) in the case of a Loan to be secured by Newly Issued CMBS Collateral and with respect to each such Item of Newly Issued CMBS Collateral, the following documents shall have been delivered to Lender and Custodian at or before the stated times: (1) not later than 5:00 p.m. on the eighth Business Day before the applicable Loan Subscription Date, the Offering Materials (as defined below) (which may be in preliminary form to the extent Offering Materials in final form are not then available), (2) not later than 5:00 p.m. on the sixth Business Day prior to the applicable Loan Subscription Date, an AUP Report (TALF) and an AUP Report (Industry) relating to such Offering Materials and (3) not later than the Business Day after any supplement to such Offering Materials is furnished to prospective investors, each such supplement, together with an AUP Report (TALF) and an update to the earlier AUP Report (Industry); provided, that each such supplement and related AUP Report (TALF) and update to AUP Report (Industry) shall be delivered not later than 5:00 p.m. on the third Business Day prior to the applicable Loan Subscription Date (and the Offering Materials with respect to any such Item of Newly Issued CMBS Collateral may not be supplemented after such time (other than with respect to final pricing information)Section 4.1(b). 3.2. On each Loan Subscription Date, not later than the time that each TALF Agent may submit Loan Requests to Lender pursuant to Section 3.1, each such TALF Agent shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum or other comparable offering materials (including any supplements thereto and any updates thereof) (collectively, “Offering Materials”) to the extent then available to it (and to the extent not previously delivered), with respect to all assets that its Applicable Borrowers desire to have included in the Collateral for the requested Loans; provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates and Legacy CMBS Collateral. 3.3. Not later than 12:00 noon on the fifth Business Day prior to each scheduled Loan Closing Date, in the case of a Loan to be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS Collateral, the Applicable TALF Agent shall deliver to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day (or in the case of a Loan to be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions in the amount of New Acquisition Collateral such Borrowers expect to be able to deliver on the Loan Closing Date as a result of the actual allocations of such New Acquisition Collateral by the underwriters thereof. Failure to deliver a Sales Confirmation with respect to New Acquisition Collateral shall result in such assets being ineligible for inclusion in the Collateral. With respect to Expected ABS Collateral that is not CMBS Collateral, it is understood and agreed that the Eligible Collateral Schedule shall not include any assets with respect to which (i) Offering Materials shall not have been delivered to Custodian (provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates), (ii) an Auditor Attestation and an Indemnity Undertaking shall not have been delivered to Lender (provided, that neither an Auditor Attestation nor an Indemnity Undertaking shall be required to be delivered with respect to SBA Collateral) and (iii) in the case of SBA Collateral other than Development Company Participation Certificates, an SBA Collateral Undertaking shall not have been delivered to Lender, in each case prior to 5:00

Loans. 3.1. On each Loan Subscription Date(i) Subject to the terms and conditions set forth herein and in the Ancillary Agreements, not later than Laurus may make loans (the time specified by Lender (such "Loans") to Companies from time to be posted to time during the TALF Website in advance of such Loan Subscription Date), each TALF Agent may submit to LenderTerm which, in the manner specified by Lender aggregate at any time outstanding, will not exceed the lesser of (x) (I) the Capital Availability Amount minus (II) such reserves as Laurus may reasonably in its good faith judgment and in accordance with reasonable and commercially acceptable business practices deem proper and necessary from time to time, a request for Loans on behalf of each Applicable Borrower proposing to borrow Loans on time (the next scheduled Loan Closing Date (each such request, a “Loan Request”). Each TALF Agent shall complete the Loan Request in accordance with instructions provided by Custodian from time to time, in the form attached hereto as Appendix 3A or, in the case of a Loan to be secured by CMBS Collateral, Appendix 3B. Lender shall promptly provide Custodian with the information contained in each such Loan Request. Notwithstanding the foregoing, a TALF Agent shall not be permitted to submit a Loan Request unless (x"Reserves") it has previously delivered to Custodian a copy of the Letter of Agreement pursuant to which it became a party hereto and (y) an amount equal to (I) the Accounts Availability minus (II) the Reserves. The amount derived at any time from Section 2(a)(i)(y)(I) minus 2(a)(i)(y)(II) shall be referred to as the "Formula Amount." The Companies shall, jointly and severally, execute and deliver to Laurus on the Closing Date the Revolving Note and a Minimum Borrowing Note evidencing the Loans funded on the Closing Date. From time to time thereafter, the Companies shall jointly and severally execute and deliver to Laurus immediately prior to the final funding of each additional $2,500,000 tranche of Loans allocated to any Minimum Borrowing Note issued after the date hereof (calculated on a cumulative basis for each such tranche) an additional Minimum Borrowing Note evidencing such tranche, substantially in the case form of a Loan the Minimum Borrowing Note delivered by the Companies to be secured by Newly Issued CMBS Collateral and with respect to each such Item of Newly Issued CMBS Collateral, the following documents shall have been delivered to Lender and Custodian at or before the stated times: (1) not later than 5:00 p.m. Laurus on the eighth Business Day before Closing Date. Notwithstanding anything herein to the applicable Loan Subscription Datecontrary, whenever during the Offering Materials Term the outstanding balance on the Minimum Borrowing Note shall be less than the Minimum Borrowing Amount (such amount being referred to herein as defined belowthe "Transferable Amount") (which may be in preliminary form to the extent Offering Materials in final form are not then available), (2) not later than 5:00 p.m. that the outstanding balance on the sixth Business Day prior Revolving Note should equal or exceed $500,000, that portion of the balance of the Revolving Note that exceeds $500,000, but does not exceed the Transferable Amount, shall be segregated from the outstanding balance under the Revolving Note and allocated to and aggregated with the then existing balance of the next unissued serialized Minimum Borrowing Note (the "Next Unissued Serialized Note"); provided that such segregated amount shall remain subject to the applicable Loan Subscription Dateterms and conditions of such Revolving Note until a new serialized Minimum Borrowing Note is issued as set forth below. The Next Unissued Serialized Note shall remain in book entry form until the balance thereunder shall equal the Minimum Borrowing Amount, an AUP Report (TALF) and an AUP Report (Industry) relating to such Offering Materials and (3) not later than at which time a new serialized Minimum Borrowing Note in the Business Day after any supplement to such Offering Materials is furnished to prospective investors, each such supplement, together with an AUP Report (TALF) and an update face amount equal to the earlier AUP Report (Industry); provided, that each such supplement Minimum Borrowing Amount will be issued and related AUP Report (TALF) and update to AUP Report (Industry) shall be delivered not later than 5:00 p.m. on registered as set forth in the third Business Day prior to the applicable Loan Subscription Date Registration Rights Agreement (and the Offering Materials outstanding balance under the Revolving Note shall at such time be correspondingly reduced in the amount equal to the Minimum Borrowing Amount as a result of the issuance of such new serialized Minimum Borrowing Note). (ii) Notwithstanding the limitations set forth above, if requested by any Company, Laurus retains the right to lend to such Company from time to time such amounts in excess of such limitations as Laurus may determine in its sole discretion. (iii) The Companies acknowledge that the exercise of Laurus' discretionary rights hereunder may result during the Term in one or more increases or decreases in the advance percentages used in determining Accounts Availability, and each of the Companies hereby consent to any such increases or decreases which may limit or restrict advances requested by the Companies. (iv) If any interest, fees, costs or charges payable to Laurus hereunder are not paid when due, each of the Companies shall thereby be deemed to have requested, and Laurus is hereby authorized at its discretion to make and charge to the Companies' account, a Loan as of such date in an amount equal to such unpaid interest and reasonable fees, costs or charges. (v) If any Company at any time fails to perform or observe any of the covenants contained in this Agreement or any Ancillary Agreement, Laurus may, but need not, perform or observe such covenant on behalf and in the name, place and stead of such Company (or, at Laurus' option, in Laurus' name) and may, but need not, take any and all other actions which Laurus may deem necessary to cure or correct such failure (including the payment of taxes, the satisfaction of Liens, the performance of obligations owed to Account Debtors, lessors or other obligors, the procurement and maintenance of insurance, the execution of assignments, security agreements and financing statements, and the endorsement of instruments). The amount of all reasonable monies expended and all costs and expenses (including reasonable attorneys' fees and legal expenses) incurred by Laurus in connection with or as a result of the performance or observance of such agreements or the taking of such action by Laurus shall be charged to the Companies' account as a Loan and added to the Obligations. To facilitate Laurus' performance or observance of such covenants by each Company, each Company hereby irrevocably appoints Laurus, or Laurus' delegate, acting alone, as such Company's attorney in fact (which appointment is coupled with an interest) with the right (but not the duty) from time to time to create, prepare, complete, execute, deliver, endorse or file in the name and on behalf of such Company any and all instruments, documents, assignments, security agreements, financing statements, applications for insurance and other agreements and writings required to be obtained, executed, delivered or endorsed by such Company. (vi) Laurus will account to Company Agent monthly with a statement of all Loans and other advances, charges and payments made pursuant to this Agreement, and such account rendered by Laurus shall be deemed final, binding and conclusive unless Laurus is notified by Company Agent in writing to the contrary within thirty (30) days following the date of receipt by the Company Agent of each rendered account, specifying the item or items to which objection is made. (vii) During the Term, the Companies may borrow and prepay Loans in accordance with the terms and conditions hereof. (viii) If any Eligible Account is not paid by the Account Debtor within ninety (90) days after the date that such Eligible Account was invoiced or if any Account Debtor asserts a deduction, dispute, contingency, set-off, or counterclaim with respect to any such Item Eligible Account, (a "Delinquent Account"), the Companies shall jointly and severally (I) reimburse Laurus for the amount of Newly Issued CMBS Collateral may not be supplemented after such time (other than the Loans made with respect to final pricing information)). 3.2. On each Loan Subscription Datesuch Delinquent Account plus an adjustment fee in an amount equal to thirty-five hundredths of one percent (0.35%) of the gross face amount of such Eligible Account or (II) immediately replace such Delinquent Account with an otherwise Eligible Account; provided that, not later than the time that each TALF Agent may submit Loan Requests to Lender pursuant to Section 3.1, each such TALF Agent shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum or other comparable offering materials (including any supplements thereto and any updates thereof) (collectively, “Offering Materials”) to the extent then available that the aggregate amount of outstanding Loans does not exceed the Formula Amount after giving effect to it (and to a Delinquent Account, the extent not previously delivered), with respect to all assets that its Applicable Borrowers desire to have included actions set forth in the Collateral for the requested Loans; provided, that Offering Materials preceding clauses (I) and (II) shall not be required to be delivered with respect to SBA Pool Certificates and Legacy CMBS Collateraltaken. 3.3. Not later than 12:00 noon on the fifth Business Day prior to each scheduled Loan Closing Date, in the case of a Loan to be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS Collateral, the Applicable TALF Agent shall deliver to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day (or in the case of a Loan to be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions in the amount of New Acquisition Collateral such Borrowers expect to be able to deliver on the Loan Closing Date as a result of the actual allocations of such New Acquisition Collateral by the underwriters thereof. Failure to deliver a Sales Confirmation with respect to New Acquisition Collateral shall result in such assets being ineligible for inclusion in the Collateral. With respect to Expected ABS Collateral that is not CMBS Collateral, it is understood and agreed that the Eligible Collateral Schedule shall not include any assets with respect to which (i) Offering Materials shall not have been delivered to Custodian (provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates), (ii) an Auditor Attestation and an Indemnity Undertaking shall not have been delivered to Lender (provided, that neither an Auditor Attestation nor an Indemnity Undertaking shall be required to be delivered with respect to SBA Collateral) and (iii) in the case of SBA Collateral other than Development Company Participation Certificates, an SBA Collateral Undertaking shall not have been delivered to Lender, in each case prior to 5:00

Loans. 3.1. On each Loan Subscription Date, not later than the time specified by Lender (such time to be posted Subject to the TALF Website terms and conditions set forth herein and in advance of such Loan Subscription Date)the Financing Orders, each TALF Lender having a Commitment agrees, severally and not jointly, to make, subject to satisfaction (or waiver by the Agent may submit at the direction of the Lenders) of the conditions precedent set forth in Article 4, upon written request by the Borrower, term loans to the Borrower in an aggregate principal amount up to such Lender’s Commitment (collectively, the “Loans”) in the manner specified by Lender up to two (2) Borrowings from time to time (subject to the limitations contained herein) on and after the date of entry of the Interim Order and prior to the Termination Date; provided that, (a) after giving effect to the making of any Loans, in no event shall the aggregate principal amount of all Loans pending extension exceed the unused portion of the Commitments at such time, (b) the aggregate amount of Loans made prior to the entry of the Final Order shall equal the Initial Borrowing Amount, which amount shall be made in a request for single Borrowing within one (1) Business Days after the entry of the Interim Order by the Bankruptcy Court (the “Initial Borrowing”), (c) the Deemed Refinancing shall occur automatically upon entry of the Final Order, and (d) the remainder of the Loans on behalf shall be made in a single Borrowing within three (3) Business Days following notice of each Applicable the requested borrowing from the Borrower proposing in form reasonably acceptable to borrow Loans on the next scheduled Loan Closing Date Agent, in such principal amount as may be requested in writing by the Borrower (each but in no event to exceed the Final Borrowing Amount); provided that no such requestBorrowing shall occur (x) prior to the entry of the Final Order by the Bankruptcy Court or (y) prior to September 1, a 2020 (the “Loan RequestSubsequent Borrowing”). Each TALF Agent shall complete Amounts prepaid or repaid in respect of the Loan Request in accordance with instructions provided by Custodian from time to time, in the form attached hereto as Appendix 3A or, in the case of a Loan to be secured by CMBS Collateral, Appendix 3B. Lender shall promptly provide Custodian with the information contained in each such Loan Request. Notwithstanding the foregoing, a TALF Agent shall Loans may not be permitted to submit a Loan Request unless reborrowed. Each Lender’s Commitment shall (x) it has previously delivered to Custodian a copy automatically and permanently be reduced by the amount of each Loan made hereunder and all remaining Commitments shall terminate upon the Letter of Agreement pursuant to which it became a party hereto Subsequent Borrowing, and (y) in terminate immediately and without further action on the case of a Loan Maturity Date. Subject to be secured by Newly Issued CMBS Collateral and Section 2.4, all amounts owed hereunder with respect to each such Item of Newly Issued CMBS Collateral, the following documents Loans shall have been delivered to Lender and Custodian at or before the stated times: (1) not later than 5:00 p.m. on the eighth Business Day before the applicable Loan Subscription Date, the Offering Materials (as defined below) (which may be paid in preliminary form to the extent Offering Materials in final form are not then available), (2) not later than 5:00 p.m. on the sixth Business Day prior to the applicable Loan Subscription Date, an AUP Report (TALF) and an AUP Report (Industry) relating to such Offering Materials and (3) not full no later than the Business Day after any supplement to such Offering Materials Maturity Date. The Loan is furnished to prospective investorsnot a revolving credit facility and if repaid, each such supplement, together with an AUP Report (TALF) and an update to the earlier AUP Report (Industry); provided, that each such supplement and related AUP Report (TALF) and update to AUP Report (Industry) shall be delivered not later than 5:00 p.m. on the third Business Day prior to the applicable Loan Subscription Date (and the Offering Materials with respect to any such Item of Newly Issued CMBS Collateral may not be supplemented after such time (other than with respect to final pricing information)). 3.2. On each Loan Subscription Dateredrawn, not later than the time that each TALF Agent may submit Loan Requests to Lender pursuant to Section 3.1, each such TALF Agent shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum or other comparable offering materials (including any supplements thereto and any updates thereof) (collectively, “Offering Materials”) to the extent then available to it (and to the extent not previously delivered), with respect to all assets that its Applicable Borrowers desire to have included in the Collateral for the requested Loans; provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates and Legacy CMBS Collateral. 3.3. Not later than 12:00 noon repayments or prepayments of principal on the fifth Business Day prior to each scheduled Loan Closing Date, in the case of a Loan to be secured by Legacy CMBS Collateral and with respect to each shall permanently reduce such Item of Legacy CMBS Collateral, the Applicable TALF Agent shall deliver to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day (or in the case of a Loan to be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions in the amount of New Acquisition Collateral such Borrowers expect to be able to deliver on the Loan Closing Date as a result of the actual allocations of such New Acquisition Collateral by the underwriters thereof. Failure to deliver a Sales Confirmation with respect to New Acquisition Collateral shall result in such assets being ineligible for inclusion in the Collateral. With respect to Expected ABS Collateral that is not CMBS Collateral, it is understood and agreed that the Eligible Collateral Schedule shall not include any assets with respect to which (i) Offering Materials shall not have been delivered to Custodian (provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates), (ii) an Auditor Attestation and an Indemnity Undertaking shall not have been delivered to Lender (provided, that neither an Auditor Attestation nor an Indemnity Undertaking shall be required to be delivered with respect to SBA Collateral) and (iii) in the case of SBA Collateral other than Development Company Participation Certificates, an SBA Collateral Undertaking shall not have been delivered to Lender, in each case prior to 5:00Loan.

Loans. 3.1. On (a) Subject to and upon the terms and conditions herein set forth, each Lender having an Initial Term Loan Subscription DateCommitment severally agrees to make a loan or loans (each, not later than the time specified by Lender (such time to be posted an “Initial Term Loan”) to the TALF Website in advance Borrower, which Initial Term Loans (i) shall not exceed, for any such Lender, the Initial Term Loan Commitment of such Loan Subscription Date)Lender, each TALF Agent may submit to Lender(ii) shall not exceed, in the manner specified aggregate, the Total Initial Term Loan Commitment, (iii) shall be made on the Closing Date and shall be denominated in Dollars, (iv) may, at the option of the Borrower, be Incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans; provided that all such Initial Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise provided herein, consist entirely of Initial Term Loans of the same Type and (v) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid may not be reborrowed. On the Initial Term Loan Maturity Date, all outstanding Initial Term Loans shall be repaid in full. (b) Subject to and upon the terms and conditions herein set forth, each Revolving Credit Lender severally agrees to make a loan or loans (each, a “Revolving Credit Loan”) to the Borrower in Dollars or any Alternative Currency, which Revolving Credit Loans (i) shall not exceed, for any such Lender, the Revolving Credit Commitment of such Lender, (ii) shall not, after giving pro forma effect thereto and to the application of the proceeds thereof, result in such Lender’s Revolving Credit Exposure at such time exceeding such Lender’s Revolving Credit Commitment at such time, (iii) shall not, after giving pro forma effect thereto and to the application of the proceeds thereof, at any time result in the aggregate amount of all Lenders’ Revolving Credit Exposures exceeding the Total Revolving Credit Commitment then in effect, (iv) shall be made at any time and from time to time, a request for Loans time on behalf of each Applicable Borrower proposing to borrow Loans on and after the next scheduled Loan Closing Date and prior to the Revolving Credit Maturity Date, (each such request, a “Loan Request”). Each TALF Agent shall complete the Loan Request in accordance with instructions provided by Custodian from time to time, in the form attached hereto as Appendix 3A or, in the case of a Loan to be secured by CMBS Collateral, Appendix 3B. Lender shall promptly provide Custodian with the information contained in each such Loan Request. Notwithstanding the foregoing, a TALF Agent shall not be permitted to submit a Loan Request unless (x) it has previously delivered to Custodian a copy of the Letter of Agreement pursuant to which it became a party hereto and (yv)(i) in the case of a Loan to be secured by Newly Issued CMBS Collateral and with respect to each such Item Revolving Credit Loans denominated in Dollars, may at the option of Newly Issued CMBS Collateral, the following documents shall have been delivered to Lender and Custodian at or before the stated times: (1) not later than 5:00 p.m. on the eighth Business Day before the applicable Loan Subscription DateBorrower be Incurred and maintained as, the Offering Materials (as defined below) (which may be in preliminary form to the extent Offering Materials in final form are not then available)and/or converted into, (2) not later than 5:00 p.m. on the sixth Business Day prior to the applicable Loan Subscription Date, an AUP Report (TALF) and an AUP Report (Industry) relating to such Offering Materials ABR Loans or Eurocurrency Loans and (3) not later than the Business Day after any supplement to such Offering Materials is furnished to prospective investors, each such supplement, together with an AUP Report (TALF) and an update to the earlier AUP Report (Industry); provided, that each such supplement and related AUP Report (TALF) and update to AUP Report (Industry) shall be delivered not later than 5:00 p.m. on the third Business Day prior to the applicable Loan Subscription Date (and the Offering Materials with respect to any such Item of Newly Issued CMBS Collateral may not be supplemented after such time (other than with respect to final pricing information)). 3.2. On each Loan Subscription Date, not later than the time that each TALF Agent may submit Loan Requests to Lender pursuant to Section 3.1, each such TALF Agent shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum or other comparable offering materials (including any supplements thereto and any updates thereof) (collectively, “Offering Materials”) to the extent then available to it (and to the extent not previously delivered), with respect to all assets that its Applicable Borrowers desire to have included in the Collateral for the requested Loans; provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates and Legacy CMBS Collateral. 3.3. Not later than 12:00 noon on the fifth Business Day prior to each scheduled Loan Closing Date, in the case of a Loan to be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS Collateral, the Applicable TALF Agent shall deliver to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day (or in the case of a Loan to be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions in the amount of New Acquisition Collateral such Borrowers expect to be able to deliver on the Loan Closing Date as a result of the actual allocations of such New Acquisition Collateral by the underwriters thereof. Failure to deliver a Sales Confirmation with respect to New Acquisition Collateral shall result in such assets being ineligible for inclusion in the Collateral. With respect to Expected ABS Collateral that is not CMBS Collateral, it is understood and agreed that the Eligible Collateral Schedule shall not include any assets with respect to which (i) Offering Materials shall not have been delivered to Custodian (provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates), (ii) an Auditor Attestation and an Indemnity Undertaking shall not have been delivered to Lender (provided, that neither an Auditor Attestation nor an Indemnity Undertaking shall be required to be delivered with respect to SBA Collateral) and (iii) in the case of SBA Collateral other than Development Company Participation CertificatesRevolving Credit Loans denominated in an Alternative Currency, an SBA Collateral Undertaking shall not have been delivered be Incurred and maintained as Eurocurrency Loans; provided that all Revolving Credit Loans made by each of the Lenders pursuant to Lenderthe same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type and (vi) may be repaid and reborrowed in each case prior to 5:00accordance with the provisions hereof.

Loans. 3.1. On each Loan Subscription From the date of this Agreement through the Drawdown Termination Date, not later than Lender shall make Advances under the time specified by Lender (such Revolving Credit Facility to Borrower from time to time on any Business Day, such advances to be posted disbursed in accordance with Section 2.03 in such amounts as Borrower may request not to exceed the Maximum Facility, and Borrower may make prepayments (as permitted or required in Sections 2.06 and 2.07 hereof), and reborrowings, in respect thereof; provided, however, that the aggregate principal amount of all such advances made under the Revolving Credit Facility (also referred to herein as “Advances”) at any one time outstanding shall not exceed the Borrowing Base. The Revolving Credit Facility otherwise available to Borrower pursuant to the TALF Website lending formulas and subject to the Borrowing Base and other applicable limits hereunder shall be subject to Lxxxxx’s continuing right to establish and revise Availability Reserves in advance its Permitted Discretion. The Obligations related to the Revolving Credit Facility shall be payable on the Drawdown Termination Date and secured by all of the Collateral. At the sole discretion of Lender, the Drawdown Termination Date may be extended for a term of one (1) year. At the expiration of such Loan Subscription Date), each TALF Agent may submit to Lenderterm, in the manner specified by Lender event Borrower has not given Lxxxxx xxxxx (60) days’ prior written notice of its intent to terminate the Revolving Credit Facility, then, at the sole discretion of Lender, the Revolving Credit Facility shall be renewed, and the Drawdown Termination Date extended, for a period of one (1) year; and at the end of such one (1) year extension, the Revolving Credit Facility may be again extended, from time year to time, a request for Loans on behalf of each Applicable Borrower proposing to borrow Loans on the next scheduled Loan Closing Date (each such request, a “Loan Request”). Each TALF Agent shall complete the Loan Request in accordance with instructions provided by Custodian from time to timeyear, in the form attached hereto same fashion. Each such extension shall be upon the same terms and conditions as Appendix 3A orset forth herein and the other Loan Documents relating to the same, in the case of a Loan to be secured by CMBS Collateral, Appendix 3B. and upon such further stipulations and conditions as Lender shall promptly provide Custodian with the information contained in each such Loan Requestmay require. Notwithstanding the foregoing, a TALF Agent shall not be permitted to submit a Loan Request unless (x) it has previously delivered to Custodian a copy of the Letter of Agreement pursuant to which it became a party hereto and (y) in the case of a Loan to be secured by Newly Issued CMBS Collateral and with respect to each such Item of Newly Issued CMBS Collateral, the following documents shall have been delivered to Lender and Custodian at or before the stated times: (1) not later than 5:00 p.m. Interest on the eighth Business Day before the applicable Loan Subscription Date, the Offering Materials (Revolving Credit Facility shall accrue and be payable as defined below) (which may be provided in preliminary form to the extent Offering Materials in final form are not then available), (2) not later than 5:00 p.m. on the sixth Business Day prior to the applicable Loan Subscription Date, an AUP Report (TALF) and an AUP Report (Industry) relating to such Offering Materials and (3) not later than the Business Day after any supplement to such Offering Materials is furnished to prospective investors, each such supplement, together with an AUP Report (TALF) and an update to the earlier AUP Report (Industry); provided, that each such supplement and related AUP Report (TALF) and update to AUP Report (Industry) shall be delivered not later than 5:00 p.m. on the third Business Day prior to the applicable Loan Subscription Date (and the Offering Materials with respect to any such Item of Newly Issued CMBS Collateral may not be supplemented after such time (other than with respect to final pricing information))Section 2.02 hereof. 3.2. On each Loan Subscription Date, not later than the time that each TALF Agent may submit Loan Requests to Lender pursuant to Section 3.1, each such TALF Agent shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum or other comparable offering materials (including any supplements thereto and any updates thereof) (collectively, “Offering Materials”) to the extent then available to it (and to the extent not previously delivered), with respect to all assets that its Applicable Borrowers desire to have included in the Collateral for the requested Loans; provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates and Legacy CMBS Collateral. 3.3. Not later than 12:00 noon on the fifth Business Day prior to each scheduled Loan Closing Date, in the case of a Loan to be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS Collateral, the Applicable TALF Agent shall deliver to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day (or in the case of a Loan to be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions in the amount of New Acquisition Collateral such Borrowers expect to be able to deliver on the Loan Closing Date as a result of the actual allocations of such New Acquisition Collateral by the underwriters thereof. Failure to deliver a Sales Confirmation with respect to New Acquisition Collateral shall result in such assets being ineligible for inclusion in the Collateral. With respect to Expected ABS Collateral that is not CMBS Collateral, it is understood and agreed that the Eligible Collateral Schedule shall not include any assets with respect to which (i) Offering Materials shall not have been delivered to Custodian (provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates), (ii) an Auditor Attestation and an Indemnity Undertaking shall not have been delivered to Lender (provided, that neither an Auditor Attestation nor an Indemnity Undertaking shall be required to be delivered with respect to SBA Collateral) and (iii) in the case of SBA Collateral other than Development Company Participation Certificates, an SBA Collateral Undertaking shall not have been delivered to Lender, in each case prior to 5:00

Loans. 3.1. On each Loan Subscription Date, not later than (a) Subject to and upon the time specified by Lender (such time to be posted to the TALF Website in advance of such Loan Subscription Date)terms and conditions herein set forth, each TALF Agent may submit Lender having an Initial Term Loan Commitment severally agrees to Lender, in the manner specified by Lender from time to time, a request for Loans on behalf of each Applicable Borrower proposing to borrow Loans on the next scheduled Loan Closing Date make (each such request, a “Loan Request”). Each TALF Agent shall complete the Loan Request in accordance with instructions provided by Custodian from time to time, in the form attached hereto as Appendix 3A or, or in the case of any Rollover Lender (as defined in the First Incremental Agreement) on the First Incremental Agreement Effective Date, be deemed to make) a Loan loan or loans to be secured by CMBS Collateralthe Borrower, Appendix 3B. Lender shall promptly provide Custodian with the information contained in each such Loan Request. Notwithstanding the foregoing, a TALF Agent which Initial Term Loans (i) shall not exceed, for any such Lender, the Initial Term Loan Commitment of such Lender, (ii) shall not exceed, in the aggregate, the Total Initial Term Loan Commitment, (iii) shall be permitted to submit a Loan Request unless made (x) it has previously delivered to Custodian a copy in the case of Initial Term Loans made in respect of Initial Term Loan Commitments described in clause (a) of the Letter definition of Agreement pursuant to which it became a party hereto Initial Term Loan Commitments, on the Closing Date, and (y) in the case of a Initial Term Loans made in respect of Initial Term Loan to be secured by Newly Issued CMBS Collateral and with respect to each such Item Commitments described in clause (b) of Newly Issued CMBS Collateralthe definition of Initial Term Loan Commitments, the following documents shall have been delivered to Lender and Custodian at or before the stated times: (1) not later than 5:00 p.m. on the eighth Business Day before the applicable Loan Subscription First Incremental Agreement Effective Date, the Offering Materials (as defined below) (which may be in preliminary form to the extent Offering Materials in final form are not then available), (2) not later than 5:00 p.m. on the sixth Business Day prior to the applicable Loan Subscription Date, an AUP Report (TALF) and an AUP Report (Industry) relating to such Offering Materials and (3) not later than the Business Day after any supplement to such Offering Materials is furnished to prospective investors, each such supplement, together with an AUP Report (TALF) and an update to the earlier AUP Report (Industry); provided, that each such supplement and related AUP Report (TALF) and update to AUP Report (Industryiv) shall be delivered not later than 5:00 p.m. on denominated in Dollars, (v) may, at the third Business Day prior option of the Borrower, be Incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; provided that all such Initial Term Loans made by each of the Lenders pursuant to the applicable Loan Subscription Date same Borrowing shall, unless otherwise provided herein, consist entirely of Initial Term Loans of the same Type and (and vi) may be repaid or prepaid in accordance with the Offering Materials with respect to any such Item of Newly Issued CMBS Collateral provisions hereof, but once repaid or prepaid may not be supplemented after such time (other than with respect to final pricing information))reborrowed. On the Initial Term Loan Maturity Date, all outstanding Initial Term Loans shall be repaid in full. 3.2. On each Loan Subscription Date, not later than (i) Subject to and upon the time that each TALF Agent may submit Loan Requests to Lender pursuant to Section 3.1terms and conditions herein set forth, each such TALF Agent shall deliver Revolving Credit Lender severally agrees to Custodian the preliminary and/or final prospectusmake a loan or loans (each, offering memorandum or other comparable offering materials (including any supplements thereto and any updates thereof) (collectively, a “Offering MaterialsRevolving Credit Loan”) to the extent then available to it Borrower in U.S. Dollars, which Revolving Credit Loans (A) shall not exceed, for any such Lender, the Revolving Credit Commitment of such Lender, (B) shall not, after giving pro forma effect thereto and to the extent application of the proceeds thereof, result in such Lender’s Revolving Credit Exposure at such time exceeding such Lender’s Revolving Credit Commitment at such time, (C) shall not, after giving pro forma effect thereto and to the application of the proceeds thereof, at any time result in the aggregate amount of all Lenders’ Revolving Credit Exposures exceeding the Total Revolving Credit Commitment then in effect, (D) shall be made at any time and from time to time on and after the Closing Date and prior to the Revolving Credit Maturity Date (provided that notwithstanding the foregoing, the aggregate amount of all Revolving Credit Loans made on the Closing Date shall not previously deliveredexceed the Initial Revolving Borrowing Amount), (E) may at the option of the Borrower be Incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type and (F) may be repaid and reborrowed in accordance with respect the provisions hereof. (ii) On the Revolving Credit Maturity Date, all outstanding Revolving Credit Loans shall be repaid in full and the Revolving Credit Commitments shall terminate. (c) Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to all assets make such Eurodollar Loan; provided that (i) any exercise of such option shall not affect the obligation of the Borrower to repay such Eurodollar Loan and (ii) in exercising such option, such Lender shall use its Applicable Borrowers desire reasonable efforts to have included minimize any increased costs to the Borrower resulting therefrom (which obligation of the Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it determines would be otherwise disadvantageous to it and in the Collateral event of such request for costs for which compensation is provided under this Agreement, the requested provisions of Section ‎2.10 shall apply). (i) Subject to and upon the terms and conditions herein set forth, the Swingline Lender in its individual capacity agrees, at any time and from time to time on and after the Closing Date and prior to the Swingline Maturity Date, to make a loan or loans (each, a “Swingline Loan”) to the Borrower in U.S. Dollars, which Swingline Loans (A) shall be ABR Loans; provided, (B) shall have the benefit of the provisions of Section 2.1(d)(ii), (C) shall not exceed at any time outstanding the Swingline Commitment, (D) shall not, after giving pro forma effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of all Lenders’ Revolving Credit Exposures exceeding the Total Revolving Credit Commitment then in effect, (E) may be repaid and reborrowed in accordance with the provisions hereof and (F) shall mature no later than the date ten Business Days after such Swingline Loan is made. On the Swingline Maturity Date, all outstanding Swingline Loans shall be repaid in full. The Swingline Lender shall not make any Swingline Loan after receiving a written notice from either the Borrower or the Administrative Agent stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (x) of rescission of all such notices from the party or parties originally delivering such notice, (y) of the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or (z) from the Administrative Agent that such Default or Event of Default is no longer continuing. (ii) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Revolving Credit Lenders, with a copy to the Borrower, that Offering Materials all then-outstanding Swingline Loans shall not be required to funded with a Borrowing of Revolving Credit Loans, in which case Revolving Credit Loans constituting ABR Loans (each such Borrowing, a “Mandatory Borrowing”) shall be delivered with respect to SBA Pool Certificates and Legacy CMBS Collateral. 3.3. Not later than 12:00 noon made on the fifth same Business Day prior by all Revolving Credit Lenders pro rata based on each such Lender’s Revolving Credit Commitment Percentage, and the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably agrees to make such Revolving Credit Loans upon same Business Days’ notice pursuant to each scheduled Loan Closing DateMandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified to it in writing by the Swingline Lender notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for each Borrowing specified in Section 2.2, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing or (v) any reduction in the Total Revolving Credit Commitment after any such Swingline Loans were made. In the event that, in the case sole judgment of a Loan to the Swingline Lender, any Mandatory Borrowing cannot for any reason be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS Collateral, the Applicable TALF Agent shall deliver to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon made on the fourth Business Day date otherwise required above (or in the case of a Loan to be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions in the amount of New Acquisition Collateral such Borrowers expect to be able to deliver on the Loan Closing Date including as a result of the actual allocations commencement of a proceeding under any Debtor Relief Law in respect of the Borrower), each Revolving Credit Lender hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) such participation of the outstanding Swingline Loans as shall be necessary to cause each such Lender to share in such Swingline Loans ratably based upon their respective Revolving Credit Commitment Percentages; provided that all principal and interest payable on such Swingline Loans shall be for the account of the Swingline Lender until the date the respective participation is purchased and, to the extent attributable to the purchased participation, shall be payable to the Lender purchasing the same from and after such date of purchase. (iii) The Borrower may, at any time and from time to time, designate as additional Swingline Lenders one or more applicable Revolving Credit Lenders that agree to serve in such capacity as provided below. The acceptance by a Revolving Credit Lender of an appointment as a Swingline Lender hereunder shall be evidenced by an agreement, which shall be in form and substance reasonably satisfactory to the Administrative Agent and the Borrower, executed by the Borrower, the Administrative Agent and such designated Swingline Lender, and, from and after the effective date of such New Acquisition Collateral agreement, (i) such Revolving Credit Lender shall have all the rights and obligations of a Swingline Lender under this Agreement and (ii) references herein to the term “Swingline Lender” shall be deemed to include such Revolving Credit Lender in its capacity as a lender of Swingline Loans hereunder. (iv) The Borrower may terminate the appointment of any Swingline Lender as a “Swingline Lender” hereunder by providing a written notice thereof to such Swingline Lender, with a copy to the underwriters Administrative Agent. Any such termination shall become effective upon the earlier of (i) the Swingline Lender’s acknowledging receipt of such notice and (ii) the fifth Business Day following the date of the delivery thereof; provided that no such termination shall become effective until and unless the Swingline Exposure of such Swingline Lender shall have been reduced to zero. Failure Notwithstanding the effectiveness of any such termination, the terminated Swingline Lender shall remain a party hereto and shall continue to deliver have all the rights of a Sales Confirmation Swingline Lender under this Agreement with respect to New Acquisition Collateral shall result in Swingline Loans made by it prior to such assets being ineligible for inclusion in the Collateral. With respect to Expected ABS Collateral that is not CMBS Collateraltermination, it is understood and agreed that the Eligible Collateral Schedule but shall not include make any assets with respect to which (i) Offering Materials shall not have been delivered to Custodian (provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates), (ii) an Auditor Attestation and an Indemnity Undertaking shall not have been delivered to Lender (provided, that neither an Auditor Attestation nor an Indemnity Undertaking shall be required to be delivered with respect to SBA Collateral) and (iii) in the case of SBA Collateral other than Development Company Participation Certificates, an SBA Collateral Undertaking shall not have been delivered to Lender, in each case prior to 5:00additional Swingline Loans.

Loans. 3.1. On each Loan Subscription Date, not later than the time specified by Lender (such time to be posted Subject to the TALF Website in advance of such Loan Subscription Date)terms and conditions set forth herein, each TALF Agent may submit to Lenderthe Bank agrees, in the manner specified by Lender from time to time, to make loans (such loan, a request for “Loan” or in the aggregate “Loans”) to Borrower in multiple advances, in an aggregate amount not to exceed at any time outstanding the amount of the Commitment. Within the limits of the Commitment, the Borrower may borrow, repay pursuant to Section 2.02 hereof, and reborrow under this Section 2.01. Loans on behalf shall be made only in the minimum amount of $1,000,000 and integral multiples of $500,000 in excess thereof. In the absence of manifest error, the books and records of the Bank shall be conclusive and binding upon the Borrower as to the amount of each Applicable Loan, the principal balance of the Loans outstanding at any time and the amount of accrued interest thereon. Each Loan shall be made on notice from the Borrower proposing to borrow Loans Bank by a Designated Individual delivered before 12:00 noon (Chicago time) on the requested date of such Loan. A Loan Request shall include the following information: (i) the amount of the Loan; and (ii) the requested date of the Loan (which shall be a Business Day). Any Loan Request received after 12:00 noon (Chicago time) on a Business Day shall be treated as though received on the next scheduled Loan Closing Date (each such request, a “Loan Request”)Business Day. Each TALF Agent shall complete Subject to the Loan Request in accordance with instructions provided by Custodian from time to time, in the form attached hereto as Appendix 3A or, in the case timely delivery of a Loan Request, and upon fulfillment of the applicable conditions set forth in Article III, the Bank will make such Loan available to be secured by CMBS Collateral, Appendix 3B. Lender the Borrower in same day funds at the Bank’s address referred to in Section 8.02 and shall promptly provide Custodian with wire such funds to the information contained in each such account of the Borrower identified on Schedule 8.02. The Bank may rely without further investigation on any Loan Request. Notwithstanding the foregoing, a TALF Agent shall not be permitted to submit a Each Loan Request unless (x) it has previously delivered to Custodian a copy of the Letter of Agreement pursuant to which it became a party hereto shall be irrevocable and (y) in the case of a Loan to be secured by Newly Issued CMBS Collateral and with respect to each such Item of Newly Issued CMBS Collateral, the following documents shall have been delivered to Lender and Custodian at or before the stated times: (1) not later than 5:00 p.m. binding on the eighth Business Day before the applicable Loan Subscription Date, the Offering Materials (as defined below) (which may be in preliminary form to the extent Offering Materials in final form are not then available), (2) not later than 5:00 p.m. on the sixth Business Day prior to the applicable Loan Subscription Date, an AUP Report (TALF) and an AUP Report (Industry) relating to such Offering Materials and (3) not later than the Business Day after any supplement to such Offering Materials is furnished to prospective investors, each such supplement, together with an AUP Report (TALF) and an update to the earlier AUP Report (Industry); provided, that each such supplement and related AUP Report (TALF) and update to AUP Report (Industry) shall be delivered not later than 5:00 p.m. on the third Business Day prior to the applicable Loan Subscription Date (Borrower and the Offering Materials with respect to Borrower shall indemnify the Bank against any such Item of Newly Issued CMBS Collateral loss or expense the Bank may not be supplemented after such time (other than with respect to final pricing information)). 3.2. On each Loan Subscription Date, not later than the time that each TALF Agent may submit Loan Requests to Lender pursuant to Section 3.1, each such TALF Agent shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum or other comparable offering materials (including any supplements thereto and any updates thereof) (collectively, “Offering Materials”) to the extent then available to it (and to the extent not previously delivered), with respect to all assets that its Applicable Borrowers desire to have included in the Collateral for the requested Loans; provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates and Legacy CMBS Collateral. 3.3. Not later than 12:00 noon on the fifth Business Day prior to each scheduled Loan Closing Date, in the case of a Loan to be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS Collateral, the Applicable TALF Agent shall deliver to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day (or in the case of a Loan to be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions in the amount of New Acquisition Collateral such Borrowers expect to be able to deliver on the Loan Closing Date incur as a result of any failure (including any failure resulting from the actual allocations failure to fulfill on or before the date specified for such Loan the applicable conditions set forth in Article Ill) of the Borrower to borrow any Loan after a Loan Request has been submitted, including, without limitation, any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Bank to fund such Loan when such Loan, as a result of such New Acquisition Collateral by the underwriters thereof. Failure to deliver a Sales Confirmation with respect to New Acquisition Collateral shall result in such assets being ineligible for inclusion in the Collateral. With respect to Expected ABS Collateral that failure, is not CMBS Collateral, it is understood and agreed that the Eligible Collateral Schedule shall not include any assets with respect to which (i) Offering Materials shall not have been delivered to Custodian (provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates), (ii) an Auditor Attestation and an Indemnity Undertaking shall not have been delivered to Lender (provided, that neither an Auditor Attestation nor an Indemnity Undertaking shall be required to be delivered with respect to SBA Collateral) and (iii) in the case of SBA Collateral other than Development Company Participation Certificates, an SBA Collateral Undertaking shall not have been delivered to Lender, in each case prior to 5:00made on such date.

Loans. 3.1Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of each Borrower herein set forth, each Bank hereby severally agrees to lend to the Borrowers from time to time during the period from and including the Effective Date to but not including the Termination Date its pro rata Share of the Total Commitment. On each Loan Subscription Each Bank's Commitment and the Total Commitment shall expire in full on the Termination Date. Amounts borrowed under this Section 2.01(a) may, subject to the limitations set forth in this Agreement, be repaid and, up to but excluding the Termination Date, not be reborrowed. The Syndicated Loans and all other amounts owed hereunder with respect to the Syndicated Loans shall be paid in full no later than the time specified by Lender (such time Termination Date. Borrowings on any Funding Date with respect to a Syndicated Loan under this Section 2.01(a) shall be posted to in Dollars, or in the TALF Website in advance of such Loan Subscription Date), each TALF Agent may submit to Lenderrequested Alternative Currency, in an aggregate minimum amount of $10,000,000 (or the manner specified by Lender from time to time, a request for Loans on behalf of each Applicable Borrower proposing to borrow Loans on the next scheduled Loan Closing Date (each such request, a “Loan Request”). Each TALF Agent shall complete the Loan Request Currency Equivalent thereof in accordance with instructions provided by Custodian from time to time, in the form attached hereto as Appendix 3A orany Alternative Currency) and integral multiples, in the case of a Loan to be secured by CMBS CollateralLoans denominated in Dollars, Appendix 3B. Lender shall promptly provide Custodian with of $1,000,000 in excess of that amount and, in the information contained case of Loans denominated in each such Loan Requestan Alternative Currency, in integral multiples of 1,000,000 units or, in either case, if less, the unutilized amount of the Total Commitment. Notwithstanding the foregoing, a TALF Agent (i) no Syndicated Loan may be borrowed by any Borrower if the Total Outstanding Amount, after giving effect to the Loan so requested and all other Loans then requested which have not yet been funded, shall not exceed the Total Commitment then in effect and (ii) no Syndicated Loan may be permitted to submit a Loan Request unless (x) it has previously delivered to Custodian a copy borrowed by any Borrower in an Alternative Currency if the Currency Equivalent in Dollars of the Letter aggregate principal amount of Agreement pursuant all Syndicated Loans outstanding hereunder denominated in Alternative Currencies, after giving effect to the Loan so requested and all other Loans then requested which it became a party hereto and have not yet been funded, shall exceed $500,000,000. For purposes of determining (yA) whether the making of any Borrowing will cause the outstanding aggregate principal amount of Loans denominated in Dollars together with the case Currency Equivalent in Dollars of all Loans denominated in Alternative Currencies to exceed the Total Commitment or (B) whether the making of any Loan in an Alternative Currency will cause the Currency Equivalent in Dollars of the outstanding aggregate principal amount of Loans denominated in Alternative Currencies to exceed $500,000,000, the Administrative Agent will make such determinations three (3) Business Days in advance of a Loan to be secured by Newly Issued CMBS Collateral proposed Borrowing consisting of Eurocurrency Rate Loans and/or Competitive Bid LIBOR Loans and with respect to each such Item of Newly Issued CMBS Collateral, the following documents shall have been delivered to Lender and Custodian at or before the stated times: one (1) not later than 5:00 p.m. on the eighth Business Day before the applicable Loan Subscription Date, the Offering Materials (as defined below) (which may be in preliminary form to the extent Offering Materials in final form are not then available), (2) not later than 5:00 p.m. on the sixth Business Day prior to the applicable Loan Subscription Date, an AUP Report (TALF) and an AUP Report (Industry) relating to such Offering Materials and (3) not later than the Business Day after any supplement to such Offering Materials is furnished to prospective investors, each such supplement, together with an AUP Report (TALF) and an update to the earlier AUP Report (Industry); provided, that each such supplement and related AUP Report (TALF) and update to AUP Report (Industry) shall be delivered not later than 5:00 p.m. on the third Business Day prior to the applicable Loan Subscription Date (and the Offering Materials with respect to any such Item of Newly Issued CMBS Collateral may not be supplemented after such time (other than with respect to final pricing information)). 3.2. On each Loan Subscription Date, not later than the time that each TALF Agent may submit Loan Requests to Lender pursuant to Section 3.1, each such TALF Agent shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum or other comparable offering materials (including any supplements thereto and any updates thereof) (collectively, “Offering Materials”) to the extent then available to it (and to the extent not previously delivered), with respect to all assets that its Applicable Borrowers desire to have included in the Collateral for the requested Loans; provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates and Legacy CMBS Collateral. 3.3. Not later than 12:00 noon on the fifth Business Day prior to each scheduled Loan Closing Date, in the case advance of a proposed Borrowing consisting of Base Rate Loans and/or Competitive Bid Absolute Rate Loans calculating the Currency Equivalent of any Loan to be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS Collateral, the Applicable TALF Agent shall deliver to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day (or denominated in the case of a Loan to be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions in the amount of New Acquisition Collateral such Borrowers expect to be able to deliver on the Loan Closing Date as a result of the actual allocations an Alternative Currency for purposes of such New Acquisition Collateral by a determination at the underwriters thereof. Failure to deliver a Sales Confirmation with respect to New Acquisition Collateral shall result rate of exchange in effect on such assets being ineligible for inclusion in the Collateral. With respect to Expected ABS Collateral that is not CMBS Collateral, it is understood and agreed that the Eligible Collateral Schedule shall not include any assets with respect to which (i) Offering Materials shall not have been delivered to Custodian (provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates), (ii) an Auditor Attestation and an Indemnity Undertaking shall not have been delivered to Lender (provided, that neither an Auditor Attestation nor an Indemnity Undertaking shall be required to be delivered with respect to SBA Collateral) and (iii) in the case of SBA Collateral other than Development Company Participation Certificates, an SBA Collateral Undertaking shall not have been delivered to Lender, in each case prior to 5:00date.

Loans. 3.1. On each Loan Subscription Date(i) Subject to the terms and conditions set forth herein and in the Ancillary Agreements, not later than Laurus may make loans (the time specified by Lender (such “Loans”) to the Companies from time to be posted to time during the TALF Website in advance of such Loan Subscription Date), each TALF Agent may submit to LenderTerm which, in the manner specified by Lender from aggregate at any time to timeoutstanding, a request for Loans on behalf will not exceed the lesser of each Applicable Borrower proposing to borrow Loans on the next scheduled Loan Closing Date (each such request, a “Loan Request”). Each TALF Agent shall complete the Loan Request in accordance with instructions provided by Custodian from time to time, in the form attached hereto as Appendix 3A or, in the case of a Loan to be secured by CMBS Collateral, Appendix 3B. Lender shall promptly provide Custodian with the information contained in each such Loan Request. Notwithstanding the foregoing, a TALF Agent shall not be permitted to submit a Loan Request unless (x) it has previously delivered to Custodian a copy of the Letter of Agreement pursuant to which it became a party hereto Capital Availability Amount and (y) an amount equal to (I) the Accounts Availability minus (II) such reserves as Laurus may reasonably in its good faith judgment deem proper and necessary from time to time and of which Laurus gives the case Companies five (5) Business Days prior written notice (provided, if an Event of a Loan to Default has occurred and is continuing, no such prior notice shall be secured by Newly Issued CMBS Collateral and with respect to each such Item of Newly Issued CMBS Collateral, the following documents shall have been delivered to Lender and Custodian at or before the stated times: (1) not later than 5:00 p.m. on the eighth Business Day before the applicable Loan Subscription Date, the Offering Materials (as defined belowrequired) (which may be in preliminary form to the extent Offering Materials in final form are not then available“Reserves”), (2) not later than 5:00 p.m. on . The lesser of the sixth Business Day prior to the applicable Loan Subscription Date, an AUP Report (TALF) and an AUP Report (Industry) relating to such Offering Materials and (3) not later than the Business Day after amounts derived at any supplement to such Offering Materials is furnished to prospective investors, each such supplement, together with an AUP Report (TALF) and an update to the earlier AUP Report (Industry); provided, that each such supplement and related AUP Report (TALF) and update to AUP Report (Industry) shall be delivered not later than 5:00 p.m. on the third Business Day prior to the applicable Loan Subscription Date (and the Offering Materials with respect to any such Item of Newly Issued CMBS Collateral may not be supplemented after such time (other than with respect to final pricing information)). 3.2. On each Loan Subscription Date, not later than the time that each TALF Agent may submit Loan Requests to Lender pursuant to Section 3.1, each such TALF Agent shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum or other comparable offering materials (including any supplements thereto and any updates thereof) (collectively, “Offering Materials”) to the extent then available to it (and to the extent not previously delivered), with respect to all assets that its Applicable Borrowers desire to have included in the Collateral for the requested Loans; provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates and Legacy CMBS Collateral. 3.3. Not later than 12:00 noon on the fifth Business Day prior to each scheduled Loan Closing Date, in the case of a Loan to be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS Collateral, the Applicable TALF Agent shall deliver to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day (or in the case of a Loan to be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request clauses (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit of the preceding sentence shall be referred to Custodian a revised Loan Request reflecting any reductions as the “Formula Amount.” The Companies shall, jointly and severally, execute and deliver to Laurus on the Closing Date the Note. The Companies hereby each acknowledge and agree that Laurus’ obligation to purchase the Note from the Companies on the Closing Date shall be contingent upon the satisfaction (or waiver by Laurus in its sole discretion) of the items and matters set forth in the loan requests closing checklist provided by Laurus to the Companies on or prior to the Closing Date. The Companies hereby each further acknowledge and agree that, immediately prior to each borrowing hereunder and immediately after giving effect thereto, the Companies shall be deemed to have certified to Laurus that at the time of its Applicable Borrowers that reflect any reductions in the amount of New Acquisition Collateral each such Borrowers expect to be able to deliver on the Loan Closing Date as a result of the actual allocations of such New Acquisition Collateral by the underwriters thereof. Failure to deliver a Sales Confirmation with respect to New Acquisition Collateral shall result in such assets being ineligible for inclusion in the Collateral. With respect to Expected ABS Collateral that is not CMBS Collateral, it is understood proposed borrowing and agreed that the Eligible Collateral Schedule shall not include any assets with respect to which also after giving effect thereto (i) Offering Materials there shall not have been delivered to Custodian (provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates)exist no Event of Default, (ii) an Auditor Attestation all representations, warranties and an Indemnity Undertaking shall not have been delivered to Lender (providedcovenants made by the Companies in connection with this Agreement and the Ancillary Agreements are true, that neither an Auditor Attestation nor an Indemnity Undertaking shall be required to be delivered with respect to SBA Collateral) correct and complete and (iii) in all of each Company’s and its respective Subsidiaries’ covenant requirements under this Agreement and the case of SBA Collateral other than Development Company Participation Certificates, an SBA Collateral Undertaking shall not Ancillary Agreements have been delivered met. The Companies hereby agree to Lenderprovide a certificate confirming the foregoing concurrently with each request for a borrowing hereunder. (ii) The Companies acknowledge that Laurus must exercise reasonable discretion in all matters which may increase or decrease the advance percentages used in determining Accounts Availability, based either on the Companies’ past performance, or on its reasonable business prospects, and each of the Companies hereby consent to any such increases or decreases which may limit or restrict advances requested by the Companies. (iii) If any interest, fees, costs or charges payable to Laurus hereunder are not paid when due, each of the Companies shall thereby be deemed to have requested, and Laurus is hereby authorized at its discretion to make and charge to the Companies’ account, a Loan as of such date in each case prior an amount equal to 5:00such unpaid interest, fees, costs or charges.

Loans. 3.1. On (a) Subject to the terms and conditions set forth herein and in the Credit Agreement, (i) each Additional Term Lender hereby agrees, severally and not jointly, to make an Additional Term Loan Subscription to the Borrower on the Amendment Effective Date in an aggregate principal amount not to exceed the amount set forth opposite its name on Schedule I hereto (it being agreed that the Additional Term Loans made on the Amendment Effective Date shall be funded at 99.50% of the principal amount thereof, and notwithstanding such discount, all calculations hereunder with respect to such Additional Term Loans, including the accrual of interest and the repayment of interest and the repayment or prepayment of principal, shall be based on 100% of the stated principal amount thereof), and (ii) from and after the making of the Additional Term Loans and the application of the proceeds thereof on the Amendment Effective Date, not later than the time specified by Lender (such time to A) each Additional Term Loan shall be posted to the TALF Website in advance of such Loan Subscription Date)a “Closing Date Loan” and a “Loan”, (B) each TALF Agent may submit to Lender, in the manner specified by Lender person that holds Additional Term Loans from time to timetime shall be a “Lender”, a request in each case, for Loans on behalf of each Applicable all purposes under the Credit Agreement (as amended hereby) and the other Loan Documents. Without limiting the foregoing, the Borrower proposing hereby unconditionally promises to borrow Loans on repay the next scheduled Loan Closing Date Loans (each such request, a “Loan Request”). Each TALF Agent shall complete including the Loan Request Additional Term Loans) in accordance with instructions provided by Custodian from time to time, in the form attached hereto Credit Agreement. Amounts borrowed as Appendix 3A or, in the case of a Loan to be secured by CMBS Collateral, Appendix 3B. Lender shall promptly provide Custodian with the information contained in each such Loan Request. Notwithstanding the foregoing, a TALF Agent shall Additional Term Loans and subsequently repaid may not be permitted to submit a Loan Request unless reborrowed. (xb) it has previously delivered to Custodian a copy The proceeds of the Letter of Agreement pursuant to which it became a party hereto and (y) in the case of a Loan to Additional Term Loans will be secured by Newly Issued CMBS Collateral and with respect to each such Item of Newly Issued CMBS Collateral, the following documents shall have been delivered to Lender and Custodian at or before the stated times: (1) not later than 5:00 p.m. on the eighth Business Day before the applicable Loan Subscription Date, the Offering Materials (as defined below) (which may be in preliminary form to the extent Offering Materials in final form are not then available), (2) not later than 5:00 p.m. on the sixth Business Day prior to the applicable Loan Subscription Date, an AUP Report (TALF) and an AUP Report (Industry) relating to such Offering Materials and (3) not later than the Business Day after any supplement to such Offering Materials is furnished to prospective investors, each such supplementused, together with an AUP Report the proceeds of new first lien term loans (TALFthe “Incremental First Lien Term Loans”) and an update incurred on the date hereof pursuant to the earlier AUP Report (Industry); provided, that each such supplement Incremental Assumption Agreement and related AUP Report (TALF) and update to AUP Report (Industry) shall be delivered not later than 5:00 p.m. on the third Business Day prior Amendment No. 1 to the applicable Loan Subscription Date First Lien Credit Agreement, dated as of the date hereof (and the Offering Materials with respect to any such Item of Newly Issued CMBS Collateral may not be supplemented after such time (other than with respect to final pricing information)). 3.2. On each Loan Subscription Date, not later than the time that each TALF Agent may submit Loan Requests to Lender pursuant to Section 3.1, each such TALF Agent shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum or other comparable offering materials (including any supplements thereto and any updates thereof) (collectively, “Offering MaterialsFirst Lien Amendment”) to the extent then available to it (and to the extent not previously delivered), with respect to all assets that its Applicable Borrowers desire to have included in the Collateral for the requested Loans; providedand cash on hand, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates and Legacy CMBS Collateral. 3.3. Not later than 12:00 noon on the fifth Business Day prior to each scheduled Loan Closing Date, in the case of a Loan to be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS Collateral, the Applicable TALF Agent shall deliver to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day (or in the case of a Loan to be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions in the amount of New Acquisition Collateral such Borrowers expect to be able to deliver on the Loan Closing Date as a result of the actual allocations of such New Acquisition Collateral by the underwriters thereof. Failure to deliver a Sales Confirmation with respect to New Acquisition Collateral shall result in such assets being ineligible for inclusion in the Collateral. With respect to Expected ABS Collateral that is not CMBS Collateral, it is understood and agreed that the Eligible Collateral Schedule shall not include any assets with respect to which (i) Offering Materials shall not have been delivered to Custodian (provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates)fund the Special Distribution, (ii) an Auditor Attestation and an Indemnity Undertaking shall not have been delivered to Lender prepay certain outstanding Revolving Credit Loans (provided, that neither an Auditor Attestation nor an Indemnity Undertaking shall be required to be delivered with respect to SBA Collateralas defined in the First Lien Credit Agreement) and (iii) to pay fees, costs and expenses incurred by the Borrower in the case of SBA Collateral other than Development Company Participation Certificates, an SBA Collateral Undertaking shall not have been delivered to Lender, in each case prior to 5:00connection with transactions contemplated by this Amendment.

Loans. 3.1. On each Loan Subscription Date, not later than hereunder (i) will be evidenced by the time specified by Lender (such time to be posted to the TALF Website in advance of such Loan Subscription Date), each TALF Agent may submit to Lender, Borrower's grid Amended and Restated Revolving Promissory Note in the manner specified by Lender form of EXHIBIT A hereto (as the same may be amended or otherwise modified from time to time, a the "Note") duly executed by the Borrower and (ii) will mature and bear interest as provided in the Note. If there is no default and/or Event of Default under this Agreement and/or the Note, the Borrower shall be entitled to request for and receive Loans on behalf of each Applicable Borrower proposing to borrow Loans on the next scheduled Loan Closing Date (each such request, a “Loan Request”). Each TALF Agent shall complete the Loan Request in accordance with instructions provided by Custodian from time the provisions of this Agreement. The Bank shall have no obligation to timemake Loans after the then applicable Maturity Date. (a) Subject to the extension provisions hereof, in any Loans outstanding hereunder and all accrued and unpaid interest thereon shall be due and payable on March 11, 2001 (the form attached hereto "First Maturity Date"). (b) If, as Appendix 3A or, in the case of a Loan to be secured by CMBS Collateral, Appendix 3B. Lender shall promptly provide Custodian with the information contained in each such Loan Request. Notwithstanding the foregoing, a TALF Agent shall not be permitted to submit a Loan Request unless (x) it has previously delivered to Custodian a copy of the Letter date of Agreement pursuant the notice of the Borrower referred to in this PARAGRAPH and the First Maturity Date, no Event of Default and no event which it became a party hereto and (y) in with notice or the case lapse of a Loan time or both would become an Event of Default shall then be continuing, then the Borrower, by written notice to be secured by Newly Issued CMBS Collateral and with respect to each such Item of Newly Issued CMBS Collateral, the following documents shall have been delivered to Lender and Custodian at or before the stated times: (1) Bank not later than 5:00 p.m. on thirty (30) days prior to the eighth Business Day before First Maturity Date and not earlier than sixty (60) days prior to such date, shall have the applicable Loan Subscription option to extend the maturity of this facility for three (3) months (the "First Extension Period") to June 11, 2001 (the "Second Maturity Date"). At the time the Borrower exercises the option to extend the term of this facility for the First Extension Period, it shall pay the Bank a non-refundable fee of $250,000; such fee shall be payable in immediately available federal funds at the office of the Bank first set forth above. (c) If, as of the date of the notice of the Borrower referred to in this PARAGRAPH and the Second Maturity Date, no Event of Default and no event which with notice or the Offering Materials (as defined below) (which may lapse of time or both would become an Event of Default shall then be in preliminary form continuing, then the Borrower, by written notice to the extent Offering Materials in final form are not then available), (2) Bank not later than 5:00 p.m. on the sixth Business Day thirty (30) days prior to the applicable Loan Subscription Date, an AUP Report Second Maturity Date and not earlier than sixty (TALF60) and an AUP Report (Industry) relating days prior to such Offering Materials and date, shall have the option to extend the maturity of this facility for three (3) not later than months (the Business Day after any supplement "Second Extension Period") to September 11, 2001 (the "Final Maturity Date"). At the time the Borrower exercises the option to extend the term of this facility for the Second Extension Period, it shall pay the Bank a non-refundable fee of $250,000; such Offering Materials is furnished to prospective investors, each such supplement, together with an AUP Report (TALF) and an update to the earlier AUP Report (Industry); provided, that each such supplement and related AUP Report (TALF) and update to AUP Report (Industry) fee shall be delivered not later than 5:00 p.m. on payable in immediately available federal funds at the third Business Day prior to the applicable Loan Subscription Date (and the Offering Materials with respect to any such Item of Newly Issued CMBS Collateral may not be supplemented after such time (other than with respect to final pricing information)). 3.2. On each Loan Subscription Date, not later than the time that each TALF Agent may submit Loan Requests to Lender pursuant to Section 3.1, each such TALF Agent shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum or other comparable offering materials (including any supplements thereto and any updates thereof) (collectively, “Offering Materials”) to the extent then available to it (and to the extent not previously delivered), with respect to all assets that its Applicable Borrowers desire to have included in the Collateral for the requested Loans; provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates and Legacy CMBS Collateral. 3.3. Not later than 12:00 noon on the fifth Business Day prior to each scheduled Loan Closing Date, in the case of a Loan to be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS Collateral, the Applicable TALF Agent shall deliver to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day (or in the case of a Loan to be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions in the amount of New Acquisition Collateral such Borrowers expect to be able to deliver on the Loan Closing Date as a result office of the actual allocations of such New Acquisition Collateral by the underwriters thereof. Failure to deliver a Sales Confirmation with respect to New Acquisition Collateral shall result in such assets being ineligible for inclusion in the Collateral. With respect to Expected ABS Collateral that is not CMBS Collateral, it is understood and agreed that the Eligible Collateral Schedule shall not include any assets with respect to which (i) Offering Materials shall not have been delivered to Custodian (provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates), (ii) an Auditor Attestation and an Indemnity Undertaking shall not have been delivered to Lender (provided, that neither an Auditor Attestation nor an Indemnity Undertaking shall be required to be delivered with respect to SBA Collateral) and (iii) in the case of SBA Collateral other than Development Company Participation Certificates, an SBA Collateral Undertaking shall not have been delivered to Lender, in each case prior to 5:00Bank first set forth above.

Loans. 3.1. On each Loan Subscription Date(a) Subject to the terms and conditions set forth herein and in the Ancillary Agreements, not later than Lender may, in its sole discretion, make revolving credit advances (the time specified by Lender (such "Revolving Credit Advances") to Borrowers from time to be posted to time during the TALF Website in advance term of such Loan Subscription Date), each TALF Agent may submit to Lenderthis Agreement which, in the manner specified by aggregate at any time outstanding, will not exceed the lesser of (x) the Maximum Revolving Amount less the aggregate amount of outstanding Letters of Credit or (y) an amount equal to the sum of: (i) Receivables Availability, PLUS (ii) 40% of the amount of Eligible Inventory consisting of raw materials; PLUS (iii) (a) from the Closing Date through and including February 28, 1994, 45% of the amount of Eligible Inventory consisting of finished goods and (b) from March 1, 1994 until the expiration of the Term, 40% of the amount of Eligible Inventory consisting of finished goods; PLUS (iv) (a) from the Closing Date through and including February 28, 1994, 45% of the amount of Eligible Inventory in transit under Letters of Credit and (b) from March 1, 1994 until the expiration of the Term, 40% of the amount of Eligible Inventory in transit under Letters of Credit; MINUS (v) the aggregate amount of outstanding Letters of Credit; MINUS (vi) such reserves as Lender may reasonably deem proper and necessary from time to time. The sum of 2(a)(i), plus (ii), plus (iii), plus (iv) shall be referred to as the "Formula Amount". (b) Notwithstanding the limitations set forth above, Lender retains the right to lend Borrowers from time to time such amounts in excess of such limitations as Lender may determine in its sole discretion. (c) Each Borrower acknowledges that the exercise of Lender's discretionary rights hereunder may result during the term of this Agreement in one or more increases or decreases in the Advance Rates and each Borrower hereby consents to any such increases or decreases which may limit or restrict advances requested by Borrowers. (d) If Borrowers do not pay any interest, fees, costs or charges to Lender when due, Borrowers shall thereby be deemed to have requested, and Lender is hereby authorized, at its discretion, to make and charge to Borrowers' account a request for Revolving Credit Advance to Borrowers as of such date in an amount equal to such unpaid interest, fees, costs or charges. (e) Any sums expended by Lender due to any Borrower's failure to perform or comply with its obligations under this Agreement, including but not limited to the payment of taxes, insurance premiums or leasehold obligations, shall be charged to Borrowers' account as a Revolving Credit Advance and added to the Obligations. (f) Lender will account to Borrowers monthly with a statement of all Loans on behalf and other advances, charges and payments made pursuant to this Agreement, and such account rendered by Lender shall be deemed final, binding and conclusive unless Lender is notified by any Borrower in writing to the contrary within thirty (30) days of the date each Applicable Borrower proposing account was rendered specifying the item or items to borrow Loans on which objection is made. (g) During the next scheduled Loan Closing Date (each such requestTerm, a “Loan Request”). Each TALF Agent shall complete the Loan Request Borrowers may borrow, prepay and reborrow Revolving Credit Advances, all in accordance with instructions provided by Custodian from time the terms and conditions hereof. (h) Subject to timethe terms and conditions hereof, Lender shall (a) issue or cause the issuance of Letters of Credit ("Letters of Credit"); PROVIDED, HOWEVER, that Lender will not be required to issue or cause to be issued any Letters of Credit to the extent that the face amount of such Letters of Credit would then cause the sum of (i) the outstanding Revolving Credit Advances PLUS (ii) outstanding Letters of Credit (with the requested Letter of Credit being deemed to be outstanding for purposes of this calculation) to exceed the lesser of (x) the Maximum Revolving Advance Amount or (y) the Formula Amount (which is calculated as if the requested Letter of Credit has been issued). The maximum amount of outstanding Letters of Credit shall not exceed $1,000,000 in the form aggregate at any time. All disbursements or payments related to Letters of Credit shall be deemed to be Revolving Credit Advances and shall bear interest at the applicable Contract Rate; Letters of Credit that have not been drawn upon shall not bear interest. Letters of Credit shall be subject to the terms and conditions set forth in the Letter of Credit and Security Agreement attached hereto as Appendix 3A or, in EXHIBIT 2(H). (i) Borrowers may request Lender to issue or cause the case issuance of a Loan Letter of Credit by delivering to be secured by CMBS CollateralLender at the Payment Office, Appendix 3B. Lender's standard form of Letter of Credit and Security Agreement together with Bank's standard form of Letter of Credit Application (collectively, the "Letter of Credit Application") completed to the satisfaction of Lender shall promptly and, such other certificates, documents and other papers and information as Lender may reasonably request. (j) Each Letter of Credit shall, among other things, (i) provide Custodian for the payment of sight drafts when presented for honor thereunder in accordance with the information contained in each such Loan Request. Notwithstanding terms thereof and when accompanied by the foregoing, a TALF Agent shall not be permitted to submit a Loan Request unless (x) it has previously delivered to Custodian a copy of the Letter of Agreement pursuant to which it became a party hereto documents described therein and (yii) in the case of a Loan to be secured by Newly Issued CMBS Collateral and with respect to each such Item of Newly Issued CMBS Collateral, the following documents shall have been delivered to Lender and Custodian at or before the stated times: (1) an expiry date not later than 5:00 p.m. on the eighth Business Day before the applicable Loan Subscription Date, the Offering Materials (as defined below) (which may be six months after such Letter of Credit's date of issuance and in preliminary form to the extent Offering Materials in final form are not then available), (2) not later than 5:00 p.m. on the sixth Business Day prior to the applicable Loan Subscription Date, an AUP Report (TALF) and an AUP Report (Industry) relating to such Offering Materials and (3) not no event later than the Business Day after any supplement to such Offering Materials is furnished to prospective investors, last day of the Term. Each Letter of Credit Application and each such supplement, together with an AUP Report (TALF) and an update Letter of Credit shall be subject to the earlier AUP Report Uniform Customs and Practice for Documentary Credits (Industry1983 Revision); provided, that each such supplement and related AUP Report (TALF) and update to AUP Report (Industry) shall be delivered not later than 5:00 p.m. on the third Business Day prior to the applicable Loan Subscription Date (and the Offering Materials with respect to any such Item International Chamber of Newly Issued CMBS Collateral may not be supplemented after such time (other than with respect to final pricing information)). 3.2Commerce Publication No. On each Loan Subscription Date400, not later than the time that each TALF Agent may submit Loan Requests to Lender pursuant to Section 3.1, each such TALF Agent shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum or other comparable offering materials (including any supplements thereto and any updates thereof) (collectivelyamendments or revision thereof and, “Offering Materials”) to the extent then available to it (and to the extent not previously delivered)inconsistent therewith, the laws of the State of New York. (k) In connection with the issuance of any Letter of Credit, Borrowers shall indemnify, save and hold Lender harmless from any loss, cost, expense or liability, including, without limitation, payments made by Lender, and expenses and reasonable attorneys' fees incurred by Lender arising out of, or in connection with, any Letter of Credit to be issued or created for Borrowers. Each Borrower shall be bound by Lender's or any issuing or accepting Bank's regulations and good faith interpretations of any Letter of Credit issued or created for Borrowers' account, although this interpretation may be different from Borrowers' own, and, neither Lender, the Bank which opened the Letter of Credit, nor any of its correspondents shall be liable for any error, negligence, or mistakes, whether of omission or commission, in following Borrowing Agent's instructions or those contained in any Letter of Credit or of any modifications, amendments or supplements thereto or in issuing or paying any Letter of Credit, except for Lender's or such correspondents' willful misconduct. (l) Borrowers shall authorize and direct any Bank which issues a Letter of Credit to name the applicable Borrower as the "Account Party" therein and to deliver to Lender all instruments, documents, and other writings and property received by the Bank pursuant to the Letter of Credit and to accept and rely upon Lender's instructions and agreements with respect to all assets that its Applicable Borrowers desire to have included matters arising in connection with the Collateral for Letter of Credit or the requested Loans; provided, that Offering Materials shall not be required application therefor. (m) In connection with all Letters of Credit issued or caused to be delivered with respect to SBA Pool Certificates and Legacy CMBS Collateral. 3.3. Not later than 12:00 noon on the fifth Business Day prior to each scheduled Loan Closing Date, in the case of a Loan to be secured issued by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS Collateral, the Applicable TALF Agent shall deliver to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day (or in the case of a Loan to be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Dateunder this Agreement, each TALF Agent that has submitted a Loan Request (x) shallBorrower hereby appoints Lender, or its designee, as its attorney, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation full power and (y) may submit to Custodian a revised Loan Request reflecting any reductions in authority upon the loan requests occurrence and during the continuation of its Applicable Borrowers that reflect any reductions in the amount an Event of New Acquisition Collateral such Borrowers expect to be able to deliver on the Loan Closing Date as a result of the actual allocations of such New Acquisition Collateral by the underwriters thereof. Failure to deliver a Sales Confirmation with respect to New Acquisition Collateral shall result in such assets being ineligible for inclusion in the Collateral. With respect to Expected ABS Collateral that is not CMBS Collateral, it is understood and agreed that the Eligible Collateral Schedule shall not include any assets with respect to which Default (i) Offering Materials shall not have been delivered to Custodian sign and/or endorse any Borrower's name upon any warehouse or other receipts, letter of credit applications and acceptances; (provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates), (ii) an Auditor Attestation and an Indemnity Undertaking shall not have been delivered to Lender (provided, that neither an Auditor Attestation nor an Indemnity Undertaking shall be required to be delivered with respect to SBA Collateral) and (iii) in the case of SBA Collateral other than Development Company Participation Certificates, an SBA Collateral Undertaking shall not have been delivered to Lender, in each case prior to 5:00

Loans. 3.1. On each Loan Subscription Date, not later than (a) Subject to and upon the time specified by Lender (such time to be posted to the TALF Website in advance of such Loan Subscription Date)terms and conditions herein set forth, each TALF Agent may submit Lender having an Initial Term Loan Commitment severally agrees to Lender, in the manner specified by Lender from time to time, a request for Loans on behalf of each Applicable Borrower proposing to borrow Loans on the next scheduled Loan Closing Date make (each such request, a “Loan Request”). Each TALF Agent shall complete the Loan Request in accordance with instructions provided by Custodian from time to time, in the form attached hereto as Appendix 3A or, or in the case of any Rollover Lender (as defined in the First Incremental Agreement) on the First Incremental Agreement Effective Date, be deemed to make) a Loan loan or loans (each, an “Initial Term Loan”) to be secured by CMBS Collateralthe Borrower, Appendix 3B. Lender shall promptly provide Custodian with the information contained in each such Loan Request. Notwithstanding the foregoing, a TALF Agent which Initial Term Loans (i) shall not exceed, for any such Lender, the Initial Term Loan Commitment of such Lender, (ii) shall not exceed, in the aggregate, the Total Initial Term Loan Commitment, (iii) shall be permitted to submit a Loan Request unless made (x) it has previously delivered to Custodian a copy in the case of Initial Term Loans made in respect of Initial Term Loan Commitments described in clause (a) of the Letter definition of Agreement pursuant to which it became a party hereto Initial Term Loan Commitments, on the Closing Date and (y) in the case of a Initial Term Loans made in respect of Initial Term Loan to be secured by Newly Issued CMBS Collateral and with respect to each such Item Commitments described in clause (b) of Newly Issued CMBS Collateralthe definition of Initial Term Loan Commitments, the following documents shall have been delivered to Lender and Custodian at or before the stated times: (1) not later than 5:00 p.m. on the eighth Business Day before the applicable Loan Subscription First Incremental Agreement Effective Date, the Offering Materials (as defined below) (which may be in preliminary form to the extent Offering Materials in final form are not then available), (2) not later than 5:00 p.m. on the sixth Business Day prior to the applicable Loan Subscription Date, an AUP Report (TALF) and an AUP Report (Industry) relating to such Offering Materials and (3) not later than the Business Day after any supplement to such Offering Materials is furnished to prospective investors, each such supplement, together with an AUP Report (TALF) and an update to the earlier AUP Report (Industry); provided, that each such supplement and related AUP Report (TALF) and update to AUP Report (Industryiv) shall be delivered not later than 5:00 p.m. on denominated in Dollars, (ivv) may, at the third Business Day prior option of the Borrower, be Incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; provided that all such Initial Term Loans made by each of the Lenders pursuant to the applicable Loan Subscription Date same Borrowing shall, unless otherwise provided herein, consist entirely of Initial Term Loans of the same Type and (and vvi) may be repaid or prepaid in accordance with the Offering Materials with respect to any such Item of Newly Issued CMBS Collateral provisions hereof, but once repaid or prepaid may not be supplemented after such time (other than with respect to final pricing information)). 3.2reborrowed. On each the Initial Term Loan Subscription Maturity Date, not later than the time that each TALF Agent may submit Loan Requests to Lender pursuant to Section 3.1, each such TALF Agent shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum or other comparable offering materials (including any supplements thereto and any updates thereof) (collectively, “Offering Materials”) to the extent then available to it (and to the extent not previously delivered), with respect to all assets that its Applicable Borrowers desire to have included in the Collateral for the requested Loans; provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates and Legacy CMBS Collateral. 3.3. Not later than 12:00 noon on the fifth Business Day prior to each scheduled Loan Closing Date, in the case of a Loan to be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS Collateral, the Applicable TALF Agent shall deliver to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day (or in the case of a Loan to be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions in the amount of New Acquisition Collateral such Borrowers expect to be able to deliver on the Loan Closing Date as a result of the actual allocations of such New Acquisition Collateral by the underwriters thereof. Failure to deliver a Sales Confirmation with respect to New Acquisition Collateral shall result in such assets being ineligible for inclusion in the Collateral. With respect to Expected ABS Collateral that is not CMBS Collateral, it is understood and agreed that the Eligible Collateral Schedule shall not include any assets with respect to which (i) Offering Materials shall not have been delivered to Custodian (provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates), (ii) an Auditor Attestation and an Indemnity Undertaking shall not have been delivered to Lender (provided, that neither an Auditor Attestation nor an Indemnity Undertaking outstanding Initial Term Loans shall be required to be delivered with respect to SBA Collateral) and (iii) repaid in the case of SBA Collateral other than Development Company Participation Certificates, an SBA Collateral Undertaking shall not have been delivered to Lender, in each case prior to 5:00full.

Loans. 3.1. On each (a) Each Loan Subscription Date, not later (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the time specified by Lender (such time to be posted to the TALF Website in advance of such Loan Subscription Date), each TALF Agent may submit to Lender, in the manner specified by Lender from time to time, a request for Loans on behalf of each Applicable Borrower proposing to borrow Loans on the next scheduled Loan Closing Date (each such request, a “Loan Request”). Each TALF Agent shall complete the Loan Request Lenders ratably in accordance with instructions provided their applicable Commitments; provided, however, that the failure of any Lender to make any Loan shall not relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by Custodian from time to timesuch other Lender). For the avoidance of doubt, all Revolving Loans made and other Revolving Credit Exposure incurred under the Revolving Credit Facility will be made or incurred, as applicable, by all Revolving Credit Lenders in accordance with their Pro Rata Percentages until the form attached hereto as Appendix 3A Revolving Credit Maturity Date for the relevant Class of Revolving Credit Commitments (or, if earlier, the date of the termination of the relevant Class of Revolving Credit Commitments in accordance with the terms hereof); thereafter, all Revolving Loans made and other Revolving Credit Exposure incurred under the Revolving Credit Facility will be made by the remaining Revolving Credit Lenders in accordance with their Pro Rata Percentages (after giving effect to the termination of Revolving Credit Commitments of such Class on the applicable Revolving Credit Maturity Date or otherwise in accordance with the terms of this Agreement). Except for Loans deemed made pursuant to Section 2.02(g) and subject to Section 2.23, the Loans comprising any Borrowing shall be in an aggregate principal amount that is not less than (i) the Minimum Applicable Borrowing Amount for such Loans or (ii) the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.02(g), 2.08 and 2.16, each Borrowing shall (i) be comprised entirely of (x) in the case of a Loan to be secured by CMBS CollateralUS Dollar-Denominated Loans, Appendix 3B. Lender shall promptly provide Custodian with the information contained in each such Loan Request. Notwithstanding the foregoingABR Loans or SOFR Loans, a TALF Agent shall not be permitted to submit a Loan Request unless (x) it has previously delivered to Custodian a copy of the Letter of Agreement pursuant to which it became a party hereto and (y) in the case of Canadian Dollar-Denominated Loans, Canadian Prime Rate Loans or XXXXX Loans (provided, that, notwithstanding anything to the contrary herein, Borrowings in the form of XXXXX Loans will not be available to the Borrower until the Administrative Agent has provided notice to the Borrower that it is able to access Term XXXXX (which the Administrative Agent hereby agrees to do promptly upon becoming able to access Term XXXXX) and prior to such date, any request for, or conversion to, a Loan XXXXX Borrowing shall be deemed to be secured a request for, or conversion to, a Canadian Prime Rate Borrowing) or (z) in the case of Alternate Currency-Denominated Loans, EURIBOR Loans or XXXXX Loans, in each case as the Borrower may request pursuant to Section 2.03. Each Lender may at its option make any SOFR Loan, EURIBOR Loan, XXXXX Loan or XXXXX Loan by Newly Issued CMBS Collateral and with respect causing any domestic or foreign branch or Affiliate of such Lender to each make such Item of Newly Issued CMBS Collateral, the following documents shall have been delivered to Lender and Custodian at or before the stated times: (1) not later than 5:00 p.m. on the eighth Business Day before the applicable Loan Subscription Date, the Offering Materials (as defined below) (which may be in preliminary form to the extent Offering Materials in final form are not then available), (2) not later than 5:00 p.m. on the sixth Business Day prior to the applicable Loan Subscription Date, an AUP Report (TALF) and an AUP Report (Industry) relating to such Offering Materials and (3) not later than the Business Day after any supplement to such Offering Materials is furnished to prospective investors, each such supplement, together with an AUP Report (TALF) and an update to the earlier AUP Report (Industry)Loan; provided, that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided, however, that the Borrower shall not be entitled to request any Borrowing that, if made, would result in more than (x) ten SOFR Borrowings (or such greater number as the Administrative Agent may agree in its sole discretion) outstanding hereunder at any time, (y) ten EURIBOR Borrowings (or such greater number as the Administrative Agent may agree in its sole discretion) outstanding hereunder at any time and (z) five XXXXX Borrowings (or such greater number as the Administrative Agent may agree in its reasonable sole discretion) outstanding hereunder at any time. (c) Except with respect to Loans deemed made pursuant to Section 2.02(g) and, if applicable, Section 2.27, and subject to Sections 2.03 and 2.23, each such supplement and related AUP Report (TALF) and update Lender shall make each Loan to AUP Report (Industry) shall be delivered made by it hereunder on the proposed date thereof by wire transfer of immediately available funds in the Applicable Currency to the applicable Payment Office of the Administrative Agent not later than 5:00 p.m. 3:00 p.m., and the Administrative Agent shall promptly credit the amounts so received to an account designated by the Borrower in the applicable Borrowing Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the third Business Day amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the applicable Loan Subscription Date date of any Borrowing that such Lender will not make available to the Administrative Agent such Xxxxxx’s portion of such Borrowing, the Administrative Agent may assume that such Xxxxxx has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above and the Offering Materials Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Borrower agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower to but excluding the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, a rate per annum equal to the interest rate applicable to the Loans comprising such Borrowing at the time and (ii) in the case of such Lender, (x) for the first such day, the Overnight Rate and (y) for each day thereafter, (A) in the case of US Dollar-Denominated Loans, the Alternate Base Rate plus the Applicable Percentage for ABR Revolving Loans comprising such Borrowing, (B) in the case of Canadian Dollar-Denominated Loans, the Canadian Prime Rate plus the Applicable Percentage for Canadian Prime Rate Revolving Loans comprising such Borrowing and (C) in the case of any other Alternate Currency-Denominated Loans, the rate per annum equal to the interest rate applicable to the Alternate Currency-Denominated Loans comprising such Borrowing made to the Borrower. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement and (x) the Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease and (y) if the Borrower pays such amount to the Administrative Agent, the amount so paid shall constitute a repayment of such Borrowing by such amount. (e) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request any SOFR Borrowing, EURIBOR Borrowing or XXXXX Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date applicable to any the Loans comprising such Item of Newly Issued CMBS Collateral may not be supplemented after such time (other than with respect to final pricing information))SOFR Borrowing, EURIBOR Borrowing or XXXXX Borrowing, as applicable. 3.2(f) [Reserved]. (g) If the relevant Issuing Bank shall not have received from the Borrower the payment required to be made by Section 2.25(e) within the time specified in such Section, such Issuing Bank will promptly notify the Administrative Agent of the L/C Disbursement and the Administrative Agent will promptly notify each Revolving Credit Lender of such L/C Disbursement and its Pro Rata Percentage thereof. On each Loan Subscription DateEach Revolving Credit Lender shall pay by wire transfer of immediately available funds in the Applicable Currency to the Administrative Agent not later than 3:00 p.m. on such date (or, if such Revolving Credit Lender shall have received such notice later than 12:00 (noon) on any day, not later than 10:00 a.m. on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such L/C Disbursement as determined above (it being understood that such amount shall be deemed to constitute a Revolving Loan of such Lender and such payment shall be deemed to have reduced the L/C Exposure), and the Administrative Agent will promptly pay to the relevant Issuing Bank amounts so received by it from the Revolving Credit Lenders. The Administrative Agent will promptly pay to the relevant Issuing Bank any amounts received by it from the Borrower pursuant to Section 2.25(e) prior to the time that any Revolving Credit Lender makes any payment pursuant to this paragraph (g); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Credit Lenders that shall have made such payments and to such Issuing Bank, as their interests may appear. If any Revolving Credit Lender shall not have made its Pro Rata Percentage of such L/C Disbursement available to the Administrative Agent as provided above, such Lender and the Borrower agree to pay interest on such amount, for each TALF day from and including the date such amount is required to be paid in accordance with this paragraph to but excluding the date such amount is paid, to the Administrative Agent may submit Loan Requests for the account of the relevant Issuing Bank at (i) in the case of the Borrower, (A) if such L/C Disbursement is payable in US Dollars, a rate per annum equal to Lender the interest rate applicable to the Revolving Loans of the relevant Class pursuant to Section 3.12.06(a), each (B) if such TALF Agent shall deliver to Custodian the preliminary and/or final prospectusL/C Disbursement is payable in Canadian Dollars, offering memorandum or other comparable offering materials (including any supplements thereto and any updates thereof) (collectively, “Offering Materials”) a rate per annum equal to the extent then available to it (and interest rate applicable to the extent not previously deliveredRevolving Loans of the relevant Class pursuant to Section 2.06(b), with respect and (C) if such L/C Disbursement is payable in any other Alternate Currency, a rate per annum equal to all assets that its Applicable Borrowers desire to have included the Overnight Rate and (ii) in the Collateral case of such Lender, (A) if such L/C Disbursement is payable in US Dollars, for the requested Loans; providedfirst such day, that Offering Materials shall not be required the Overnight Rate and for each day thereafter, the interest rate applicable to be delivered with respect ABR Revolving Loans of the relevant Class, and (B) if such L/C Disbursement is payable in any Alternate Currency, for the first such day, a rate per annum equal to SBA Pool Certificates and Legacy CMBS Collateral. 3.3. Not later than 12:00 noon on the fifth Business Day prior Overnight Rate and, for each day thereafter, the interest rate applicable to each scheduled Loan Closing DateRevolving Loans denominated in the respective Alternate Currency of the relevant Class under the applicable clause of Section 2.06 (using, in the case of a Loan to be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS CollateralCanadian Dollar-Denominated Loans, the Applicable TALF Agent shall deliver interest rate applicable to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day (or in the case of a Loan to be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions in the amount of New Acquisition Collateral such Borrowers expect to be able to deliver on the Loan Closing Date as a result of the actual allocations of such New Acquisition Collateral by the underwriters thereof. Failure to deliver a Sales Confirmation with respect to New Acquisition Collateral shall result in such assets being ineligible for inclusion in the Collateral. With respect to Expected ABS Collateral that is not CMBS Collateral, it is understood and agreed that the Eligible Collateral Schedule shall not include any assets with respect to which (i) Offering Materials shall not have been delivered to Custodian (provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool CertificatesCanadian Prime Rate Borrowing), (ii) an Auditor Attestation and an Indemnity Undertaking shall not have been delivered to Lender (provided, that neither an Auditor Attestation nor an Indemnity Undertaking shall be required to be delivered with respect to SBA Collateral) and (iii) in the case of SBA Collateral other than Development Company Participation Certificates, an SBA Collateral Undertaking shall not have been delivered to Lender, in each case prior to 5:00.

Loans. 3.1. On each Loan Subscription Date, not later than the time specified by Lender (such time to be posted Subject to the TALF Website terms and provisions of this instrument, Lender agrees to make available to Borrower a term loan in advance the original principal amount of such THREE MILLION AND NO/100 ($3,000,000.00) DOLLARS, solely for the purposes specifically enumerated herein and certain costs and expenses related thereto, by advancing said sum to Borrower on the date hereof pursuant to the provisions herein contained (the "Term Loan"). The Term Loan Subscription Date)shall be evidenced by a certain Promissory Note in the original principal amount of $3,000,000.00, each TALF Agent may submit in form and content acceptable to Lender, which shall be executed by Borrower and payable to the order of Lender (together with any and all extensions, renewals and modifications thereof, the "Term Note"). In addition, subject to the terms and provisions of this instrument, Lender also agrees to make available to Borrower a revolving line of credit in the manner specified maximum principal amount of FIVE MILLION AND N0/100 ($5,000,000.00) DOLLARS, to be used for general corporate purposes, including working capital needs of Borrower and its subsidiaries, by Lender advancing said sum to Borrower on a revolving basis from time to time, a time at Borrower's request for Loans on behalf pursuant to the provisions herein contained (the "Line of each Applicable Borrower proposing Credit;" the Term Loan and the Line of Credit are sometimes hereinafter collectively referred to borrow Loans on as the next scheduled Loan Closing Date (each such request, a “Loan Request”"Loans"). Each TALF Agent The Line of Credit shall complete be evidenced by a certain Revolving Promissory Note in the Loan Request in accordance with instructions provided by Custodian from time to timemaximum principal amount of $5,000,000.00, in the form attached hereto as Appendix 3A or, in the case of a Loan to be secured by CMBS Collateral, Appendix 3B. Lender shall promptly provide Custodian with the information contained in each such Loan Request. Notwithstanding the foregoing, a TALF Agent shall not be permitted to submit a Loan Request unless (x) it has previously delivered to Custodian a copy of the Letter of Agreement pursuant to which it became a party hereto and (y) in the case of a Loan to be secured by Newly Issued CMBS Collateral and with respect to each such Item of Newly Issued CMBS Collateral, the following documents shall have been delivered to Lender and Custodian at or before the stated times: (1) not later than 5:00 p.m. on the eighth Business Day before the applicable Loan Subscription Date, the Offering Materials (as defined below) (which may be in preliminary form to the extent Offering Materials in final form are not then available), (2) not later than 5:00 p.m. on the sixth Business Day prior to the applicable Loan Subscription Date, an AUP Report (TALF) and an AUP Report (Industry) relating to such Offering Materials and (3) not later than the Business Day after any supplement to such Offering Materials is furnished to prospective investors, each such supplement, together with an AUP Report (TALF) and an update to the earlier AUP Report (Industry); provided, that each such supplement and related AUP Report (TALF) and update to AUP Report (Industry) shall be delivered not later than 5:00 p.m. on the third Business Day prior to the applicable Loan Subscription Date (and the Offering Materials with respect to any such Item of Newly Issued CMBS Collateral may not be supplemented after such time (other than with respect to final pricing information)). 3.2. On each Loan Subscription Date, not later than the time that each TALF Agent may submit Loan Requests to Lender pursuant to Section 3.1, each such TALF Agent shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum or other comparable offering materials (including any supplements thereto and any updates thereof) (collectively, “Offering Materials”) to the extent then available to it (and to the extent not previously delivered), with respect to all assets that its Applicable Borrowers desire to have included in the Collateral for the requested Loans; provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates and Legacy CMBS Collateral. 3.3. Not later than 12:00 noon on the fifth Business Day prior to each scheduled Loan Closing Date, in the case of a Loan to be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS Collateral, the Applicable TALF Agent shall deliver to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day (or in the case of a Loan to be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions in the amount of New Acquisition Collateral such Borrowers expect to be able to deliver on the Loan Closing Date as a result of the actual allocations of such New Acquisition Collateral by the underwriters thereof. Failure to deliver a Sales Confirmation with respect to New Acquisition Collateral shall result in such assets being ineligible for inclusion in the Collateral. With respect to Expected ABS Collateral that is not CMBS Collateral, it is understood and agreed that the Eligible Collateral Schedule shall not include any assets with respect to which (i) Offering Materials shall not have been delivered to Custodian (provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates), (ii) an Auditor Attestation and an Indemnity Undertaking shall not have been delivered to Lender (provided, that neither an Auditor Attestation nor an Indemnity Undertaking shall be required to be delivered with respect to SBA Collateral) and (iii) in the case of SBA Collateral other than Development Company Participation Certificates, an SBA Collateral Undertaking shall not have been delivered content acceptable to Lender, in each case prior which shall be executed by Borrower and payable to 5:00the order of Lender (together with any and all extensions, renewals and modifications thereof, the "Revolving Note"). The Term Note and the Revolving Note are hereinafter collectively referred to as the “Notes.”

Loans. 3.1. On each Loan Subscription DateEach Lender severally agrees, not later than subject to all of the time specified by Lender terms and conditions of this Agreement (such time to be posted to the TALF Website in advance of such Loan Subscription Dateincluding, without limitation, SECTIONS 5.1 AND 5.2 hereof), each TALF Agent may submit to Lendermake Loans to Borrower, in the manner specified by Lender from time to time, a request for Loans time on behalf of each Applicable Borrower proposing to borrow Loans on or after the next scheduled Effective Date and during the Revolving Loan Closing Date (each such request, a “Loan Request”). Each TALF Agent shall complete the Loan Request in accordance with instructions provided by Custodian from time to timeAvailability Period, in an aggregate principal amount at any one time outstanding (including its Revolving Loan Commitment Percentage of all Letter of Credit Liabilities at such time) up to but not exceeding such Lender's Revolving Loan Commitment Percentage of the form attached hereto as Appendix 3A orMaximum Revolving Loan Available Amount. Subject to the conditions in this Agreement, any such Loan repaid prior to the Revolving Loan Termination Date may be reborrowed pursuant to the terms of this Agreement; PROVIDED, that any and all such Loans shall be due and payable in full at the case end of a the Revolving Loan Availability Period and PROVIDED, FURTHER that the Stationary Term Loan Balance shall automatically be reduced by any payments which reduce the aggregate unpaid principal balance of the Revolving Notes below the then current Stationary Term Loan Balance prior to be secured by CMBS Collateral, Appendix 3B. Lender shall promptly provide Custodian giving effect to such reduction (with the information contained in each such Loan Request. Notwithstanding result that the foregoing, a TALF Agent shall not be permitted to submit a Loan Request unless (x) it has previously delivered to Custodian a copy revolving nature of the Letter of Agreement pursuant credit facility provided for herein shall only apply to which it became a party hereto and (y) in the case of a Loan to be secured by Newly Issued CMBS Collateral and with respect to each such Item of Newly Issued CMBS Collateral, the following documents shall have been delivered to Lender and Custodian at or before the stated times: (1) not later than 5:00 p.m. on the eighth Business Day before the applicable Loan Subscription Date, the Offering Materials (as defined below) (which may be in preliminary form Revolving Notes to the extent Offering Materials in final form are not that the aggregate unpaid principal balance of the Revolving Notes exceeds the then availablecurrent Stationary Term Loan Balance). Borrower, Agent and the Lenders agree pursuant to Chapter 346 (2"CHAPTER 346") not later than 5:00 p.m. on of the sixth Business Day prior to the applicable Loan Subscription Date, an AUP Report (TALF) and an AUP Report (Industry) relating to such Offering Materials and (3) not later than the Business Day after any supplement to such Offering Materials is furnished to prospective investors, each such supplement, together with an AUP Report (TALF) and an update to the earlier AUP Report (Industry); providedTexas Finance Code, that each such supplement and related AUP Report Chapter 346 (TALF) and update which relates to AUP Report (Industryopen-end line of credit revolving loan accounts) shall be delivered not later than 5:00 p.m. on the third Business Day prior apply to the applicable Loan Subscription Date (and the Offering Materials with respect to any such Item of Newly Issued CMBS Collateral may not be supplemented after such time (other than with respect to final pricing information)). 3.2. On each Loan Subscription Date, not later than the time that each TALF Agent may submit Loan Requests to Lender pursuant to Section 3.1, each such TALF Agent shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum or other comparable offering materials (including any supplements thereto and any updates thereof) (collectively, “Offering Materials”) to the extent then available to it (and to the extent not previously delivered), with respect to all assets that its Applicable Borrowers desire to have included in the Collateral for the requested Loans; provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates and Legacy CMBS Collateral. 3.3. Not later than 12:00 noon on the fifth Business Day prior to each scheduled Loan Closing Date, in the case of a Loan to be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS Collateralthis Agreement, the Applicable TALF Agent shall deliver to Lender Revolving Notes or any Revolving Loan Obligation and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day (or in the case of a Loan to be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions in the amount of New Acquisition Collateral such Borrowers expect to be able to deliver on the Loan Closing Date as a result of the actual allocations of such New Acquisition Collateral by the underwriters thereof. Failure to deliver a Sales Confirmation with respect to New Acquisition Collateral shall result in such assets being ineligible for inclusion in the Collateral. With respect to Expected ABS Collateral that is not CMBS Collateral, it is understood and agreed that the Eligible Collateral Schedule shall not include any assets with respect to which (i) Offering Materials shall not have been delivered to Custodian (provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates), (ii) an Auditor Attestation and an Indemnity Undertaking shall not have been delivered to Lender (provided, that neither an Auditor Attestation the Revolving Notes nor an Indemnity Undertaking any revolving Loan Obligation shall be required governed by Chapter 346 or subject to be delivered with respect to SBA Collateral) and (iii) its provisions in the case of SBA Collateral other than Development Company Participation Certificates, an SBA Collateral Undertaking shall not have been delivered to Lender, in each case prior to 5:00any manner whatsoever.

Loans. 3.1. On each Loan Subscription Date, not later than the time specified by Lender (such time to be posted Subject to the TALF Website in advance of such Loan Subscription Date)terms and conditions hereof, each TALF Agent may submit Lender agrees to make loans to Borrowers (herein called such Lender, in the manner specified by Lender ’s “Loans”) upon Borrowers’ request from time to timetime during the Commitment Period, a request for provided that (a) subject to Sections 3.3, 3.4 and 3.6, Loans on behalf of each Applicable Borrower proposing to borrow Loans on the next scheduled Loan Closing Date (each such request, a “Loan Request”). Each TALF Agent same Type shall complete the Loan Request be made by Lenders in accordance with instructions provided their respective Percentage Shares and as part of the same Borrowing, and (b) after giving effect to such Loans, the Facility Usage does not exceed the Borrowing Base then in effect. The aggregate amount of all Loans in any Borrowing must be greater than or equal to $100,000 or must equal the remaining availability under the Borrowing Base. The joint and several obligation of Borrowers to repay to each Lender (i) the aggregate amount of all Loans made by Custodian such Lender, together with interest accruing in connection therewith, and (ii) any the amount of all Matured LC Obligations owed to such Lender, shall be evidenced by a single promissory note (herein called such Lender’s “Note”) made by Borrowers payable to the order of such Lender in the form of Exhibit A with appropriate insertions. It is expressly understood that Lenders’ commitment to make Loans is determined only by reference to the Borrowing Base from time to timetime in effect, and the aggregate face amount of the Notes and the amount specified in the form attached hereto as Appendix 3A or, in Security Documents are specified at a greater amount only for the case of a Loan to be secured by CMBS Collateral, Appendix 3B. Lender shall promptly provide Custodian with the information contained in each such Loan Request. Notwithstanding the foregoing, a TALF Agent shall not be permitted to submit a Loan Request unless (x) it has previously delivered to Custodian a copy convenience of the Letter parties to avoid the necessity of Agreement pursuant preparing and recording supplements to which it became a party hereto the Security Documents. The amount of principal owing on any Lender’s Note at any given time shall be the aggregate amount of all Loans theretofore made by such Lender minus all payments of principal theretofore received by such Lender on such Note. Interest on each Note shall accrue and (y) be due and payable as provided herein and therein. Each Note shall be due and payable as provided herein, and shall be due and payable in the case of a Loan to be secured by Newly Issued CMBS Collateral and with respect to each such Item of Newly Issued CMBS Collateral, the following documents shall have been delivered to Lender and Custodian at or before the stated times: (1) not later than 5:00 p.m. full on the eighth Business Day before the applicable Loan Subscription Maturity Date, the Offering Materials (as defined below) (which may be in preliminary form . Subject to the extent Offering Materials in final form are not then available)terms and conditions hereof, (2) not later than 5:00 p.m. on the sixth Business Day prior to the applicable Loan Subscription DateBorrowers may borrow, an AUP Report (TALF) repay, and an AUP Report (Industry) relating to such Offering Materials and (3) not later than the Business Day after any supplement to such Offering Materials is furnished to prospective investors, each such supplement, together with an AUP Report (TALF) and an update to the earlier AUP Report (Industry); provided, that each such supplement and related AUP Report (TALF) and update to AUP Report (Industry) shall be delivered not later than 5:00 p.m. on the third Business Day prior to the applicable Loan Subscription Date (and the Offering Materials with respect to any such Item of Newly Issued CMBS Collateral may not be supplemented after such time (other than with respect to final pricing information))reborrow hereunder. 3.2. On each Loan Subscription Date, not later than the time that each TALF Agent may submit Loan Requests to Lender pursuant to Section 3.1, each such TALF Agent shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum or other comparable offering materials (including any supplements thereto and any updates thereof) (collectively, “Offering Materials”) to the extent then available to it (and to the extent not previously delivered), with respect to all assets that its Applicable Borrowers desire to have included in the Collateral for the requested Loans; provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates and Legacy CMBS Collateral. 3.3. Not later than 12:00 noon on the fifth Business Day prior to each scheduled Loan Closing Date, in the case of a Loan to be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS Collateral, the Applicable TALF Agent shall deliver to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day (or in the case of a Loan to be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions in the amount of New Acquisition Collateral such Borrowers expect to be able to deliver on the Loan Closing Date as a result of the actual allocations of such New Acquisition Collateral by the underwriters thereof. Failure to deliver a Sales Confirmation with respect to New Acquisition Collateral shall result in such assets being ineligible for inclusion in the Collateral. With respect to Expected ABS Collateral that is not CMBS Collateral, it is understood and agreed that the Eligible Collateral Schedule shall not include any assets with respect to which (i) Offering Materials shall not have been delivered to Custodian (provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates), (ii) an Auditor Attestation and an Indemnity Undertaking shall not have been delivered to Lender (provided, that neither an Auditor Attestation nor an Indemnity Undertaking shall be required to be delivered with respect to SBA Collateral) and (iii) in the case of SBA Collateral other than Development Company Participation Certificates, an SBA Collateral Undertaking shall not have been delivered to Lender, in each case prior to 5:00

Loans. 3.1. On (a) Subject to and upon the terms and conditions herein set forth, each Lender having an Initial Term Loan Subscription Date, not later than the time specified by Lender (such time Commitment severally agrees to be posted make a loan or loans to the TALF Website in advance Borrower, which Initial Term Loans (i) shall not exceed, for any such Lender, the Initial Term Loan Commitment of such Loan Subscription Date)Lender, each TALF Agent may submit to Lender(ii) shall not exceed, in the manner specified aggregate, the Total Initial Term Loan Commitment, (iii) shall be made on the Closing Date and shall be denominated in Dollars, (iv) may, at the option of the Borrower, be Incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; provided that all such Initial Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise provided herein, consist entirely of Initial Term Loans of the same Type and (v) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid may not be reborrowed. On the Initial Term Loan Maturity Date, all outstanding Initial Term Loans shall be repaid in full. (b) Subject to and upon the terms and conditions herein set forth, each Revolving Credit Lender severally agrees to make a loan or loans (each, a “Revolving Credit Loan”) to the Borrower in U.S. Dollars, which Revolving Credit Loans (i) shall not exceed, for any such Lender, the Revolving Credit Commitment of such Lender, (ii) shall not, after giving effect thereto and to the application of the proceeds thereof, result in such Lender’s Revolving Credit Exposure at such time exceeding such Lender’s Revolving Credit Commitment at such time, (iii) shall not, after giving effect thereto and to the application of the proceeds thereof, at any time result in the aggregate amount of all Lenders’ Revolving Credit Exposures exceeding the Total Revolving Credit Commitment then in effect, (iv) shall be made at any time and from time to time, a request for time on and after the Closing Date and prior to the Revolving Credit Maturity Date (provided that no Revolving Credit Loans on behalf of each Applicable Borrower proposing to borrow Loans may be borrowed on the next scheduled Loan Closing Date (each such request, a “Loan Request”). Each TALF Agent shall complete the Loan Request in accordance with instructions provided by Custodian from time to time, in the form attached hereto as Appendix 3A or, in the case of a Loan to be secured by CMBS Collateral, Appendix 3B. Lender shall promptly provide Custodian with the information contained in each such Loan Request. Notwithstanding the foregoing, a TALF Agent shall not be permitted to submit a Loan Request unless other than (x) it has previously delivered Revolving Credit Loans in an amount not to Custodian a copy of exceed $20,000,000 to be used to pay for the Letter of Agreement pursuant to which it became a party hereto Debt Refinancing, the Sheridan Acquisition and the Transaction Expenses and (y) Revolving Credit loans used to pay amounts attributable to any “flex” pursuant to the Fee Letter in the case form of a Loan to be secured by Newly Issued CMBS Collateral and with respect to each such Item of Newly Issued CMBS Collateral, the following documents shall have been delivered to Lender and Custodian at or before the stated times: (1) not later than 5:00 p.m. on the eighth Business Day before the applicable Loan Subscription Date, the Offering Materials (as defined below) (which may be in preliminary form to the extent Offering Materials in final form are not then availableupfront fees and/or OID), (2v) not later than 5:00 p.m. on may at the sixth Business Day prior option of the Borrower be Incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the applicable Loan Subscription same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type and (vi) may be repaid and reborrowed in accordance with the provisions hereof. On the Revolving Credit Maturity Date, an AUP Report (TALF) and an AUP Report (Industry) relating to such Offering Materials and (3) not later than the Business Day after any supplement to such Offering Materials is furnished to prospective investors, each such supplement, together with an AUP Report (TALF) and an update to the earlier AUP Report (Industry); provided, that each such supplement and related AUP Report (TALF) and update to AUP Report (Industry) all outstanding Revolving Credit Loans shall be delivered not later than 5:00 p.m. on the third Business Day prior to the applicable Loan Subscription Date (repaid in full and the Offering Materials with respect to any such Item of Newly Issued CMBS Collateral may not be supplemented after such time (other than with respect to final pricing information))Revolving Credit Commitments shall terminate. 3.2. On each (c) Each Lender may at its option make any Eurodollar Loan Subscription Date, not later than the time that each TALF Agent may submit Loan Requests to Lender pursuant to Section 3.1, each such TALF Agent shall deliver to Custodian the preliminary and/or final prospectus, offering memorandum by causing any domestic or other comparable offering materials (including any supplements thereto and any updates thereof) (collectively, “Offering Materials”) to the extent then available to it (and to the extent not previously delivered), with respect to all assets that its Applicable Borrowers desire to have included in the Collateral for the requested Loans; provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates and Legacy CMBS Collateral. 3.3. Not later than 12:00 noon on the fifth Business Day prior to each scheduled Loan Closing Date, in the case of a Loan to be secured by Legacy CMBS Collateral and with respect to each such Item of Legacy CMBS Collateral, the Applicable TALF Agent shall deliver to Lender and Custodian the Sales Confirmation with respect thereto. Not later than 12:00 noon on the fourth Business Day (foreign branch or in the case of a Loan to be secured by CMBS Collateral, the fifth Business Day) prior to each scheduled Loan Closing Date, each TALF Agent that has submitted a Loan Request (x) shall, with respect to any New Acquisition Collateral, submit to Custodian a Sales Confirmation and (y) may submit to Custodian a revised Loan Request reflecting any reductions in the loan requests of its Applicable Borrowers that reflect any reductions in the amount of New Acquisition Collateral such Borrowers expect to be able to deliver on the Loan Closing Date as a result of the actual allocations Affiliate of such New Acquisition Collateral by the underwriters thereof. Failure Lender to deliver a Sales Confirmation with respect to New Acquisition Collateral shall result in make such assets being ineligible for inclusion in the Collateral. With respect to Expected ABS Collateral Loan; provided that is not CMBS Collateral, it is understood and agreed that the Eligible Collateral Schedule shall not include any assets with respect to which (i) Offering Materials any exercise of such option shall not have been delivered affect the obligation of the Borrower to Custodian (provided, that Offering Materials shall not be required to be delivered with respect to SBA Pool Certificates), repay such Loan and (ii) an Auditor Attestation and an Indemnity Undertaking in exercising such option, such Lender shall use its reasonable efforts to minimize any increased costs to the Borrower resulting therefrom (which obligation of the Lender shall not have been delivered require it to Lender (providedtake, or refrain from taking, actions that neither an Auditor Attestation nor an Indemnity Undertaking shall it determines would result in increased costs for which it will not be required compensated hereunder or that it determines would be otherwise disadvantageous to be delivered with respect to SBA Collateral) it and (iii) in the case event of SBA Collateral other than Development Company Participation Certificatessuch request for costs for which compensation is provided under this Agreement, an SBA Collateral Undertaking the provisions of Section 2.10 shall not have been delivered to Lender, in each case prior to 5:00apply).