Common use of Making the Advances Clause in Contracts

Making the Advances. (a) Each Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by telecopier or telex. Each notice of a Borrowing (a "Borrowing Notice") shall be by telephone, confirmed immediately in writing, or telecopier or telex, in substantially the form of Exhibit B hereto, specifying therein, among other things, the requested date of such Borrowing, the amount of such Borrowing and the Repayment Date of the Advances comprising such Borrowing. Each Lender shall, before 11:00 A.M. (New York City time) on the date of such Borrowing, make available for the account of its Domestic Lending Office to the Agent at the Agent's Account, in same day funds, such Lender's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower by depositing the proceeds of the Advances in such Dollar account of the Borrower (or of such Person as the Borrower shall specify to the Lender in the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial Lender may, in its sole discretion (but shall have no obligation to), designate a financial institution or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee of the Initial Lender shall be deemed to constitute performance by the Initial Lender for all purposes of this Agreement and the Note and shall discharge the Initial Lender from such obligation to the extent of such performance. (b) Any Borrowing Notice delivered by the Borrower to the Agent shall be irrevocable and binding on the Borrower. The Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Borrowing Notice for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) The Agent shall only make available to the Borrower on the date of any Borrowing the ratable portion of such Borrowing of each Lender that such Lender has made available to the Agent on or prior to the date of such Borrowing. (d) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (aA) Each Borrowing shall be made on noticeExcept as otherwise provided herein, given the Borrower may request the Lenders to make Advances to the Borrower, subject to the Advance Limitations, by the delivery to the Agent and each Funding Agent, not later than 11:00 A.M. 1:00 P.M. (New York City San Xxxx, Puerto Rico time) on the third two (2) Business Day Days prior to the date of the proposed Borrowing by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by telecopier or telex. Each Date of a written notice of a Borrowing (a "Borrowing Notice") shall be by telephone, confirmed immediately such request substantially in writing, or telecopier or telex, in substantially the form of Exhibit B hereto2 attached hereto (each such notice, specifying thereina “Notice of Borrowing”) together with a duly completed Borrowing Base Certificate signed by a Responsible Officer of the Borrower. Any Notice of Borrowing or Borrowing Base Certificate received by the Agent and the Funding Agents after the time specified in the immediately preceding sentence shall be deemed to have been received by the Agent and the Funding Agents on the next Business Day, among other things, and to the requested extent that results in the proposed Borrowing Date being earlier than two (2) Business Days after the date of delivery of such Notice of Borrowing, then the amount date specified in such Notice of Borrowing as the proposed Borrowing Date of an Advance shall be deemed to be the Business Day immediately succeeding the proposed Borrowing Date of such Advance specified in such Notice of Borrowing. The proposed Borrowing Date specified in a Notice of Borrowing shall be no earlier than two Business Days after the date of delivery of such Notice of Borrowing and may be up to a maximum of thirty (30) days after the Repayment Date date of the Advances comprising delivery of such Notice of Borrowing. Each Notice of Borrowing shall be irrevocable and shall specify (i) the aggregate principal amount of the Advance requested and (ii) the Borrowing Date (which shall be a Business Day). If the Agent contests the Borrower’s calculations or any statement within a Notice of Borrowing, it shall promptly inform the Borrower in writing (including by electronic mail) and no Lender shall be obligated to make an Advance in accordance with such Notice of Borrowing. The Borrower may then deliver an amended Notice of Borrowing to the Agent and each Funding Agent (or confirm the accuracy of the previously delivered Notice of Borrowing) or, by written notice, rescind the Notice of Borrowing; provided that if the Borrower elects to deliver an amended Notice of Borrowing, such amended Notice of Borrowing shall reflect a proposed Borrowing Date no earlier than two (2) Business Days after the date of delivery of such amended Notice of Borrowing. (B) The aggregate principal amount of each Advance by the Borrower shall not be less than $1,000,000. (C) The Notice of Borrowing shall specify the aggregate amount of Advances requested together with the allocated amount of Advances to be paid by each Lender Group based on its respective Lender Group Percentage. Each Conduit Lender may, in its sole discretion, and the Committed Lender or the Committed Lenders shall, if the Conduit Lender in its or their related Lender Group elects, in its sole discretion, not to do so or if there is no Conduit Lender in its related Lender Group, initiate the wire for the applicable Advances in an amount, for each Lender Group, equal to its Lender Group Percentage of the amounts requested by the Borrower pursuant to the applicable Notice of Borrowing to the Agent, before 11:00 A.M. 1:00 P.M. (New York City Puerto Rico time) on the date of such BorrowingBorrowing Date, make available for the account of its Domestic Lending Office to the Agent at the Agent's ’s Account, in same day funds, such Lender's Xxxxxx’s ratable portion of such BorrowingAdvance. After The Agent shall (to the Agent's receipt of extent that the Agent has received such funds from the Lenders prior to 3:00 P.M. (Puerto Rico time) on such day and upon subject to the fulfillment of the applicable conditions set forth in Article III, the Agent will ) make such funds available to the Borrower by depositing deposit to the Borrower’s Account (or such other account designated by the Borrower in such Notice of Borrowing, which may include the JPM Operating Account) by no later than 4:00 P.M. (San Xxxx, Puerto Rico time) on the Borrowing Date specified or deemed specified in such Notice of Borrowing. In connection with the funding of each Advance, the Borrower (or the Agent, on the Borrower’s behalf, out of the proceeds of the Advances in initial Advance) shall cause to be deposited into the Liquidity Reserve Account an amount such Dollar account of that the Borrower (or of such Person as the Borrower shall specify amount on deposit therein is equal to the Liquidity Reserve Account Required Balance. (D) Unless the Agent shall have received notice from a Committed Lender in the Borrowing Notice or by other written notice prior to the date of any Advance that such Committed Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify will not make available to the Agent such Committed Lender’s ratable portion of such Advance, the Agent may assume that such Committed Lender has made such portion available to the Agent on the date of such Advance in such Borrowing Notice. The parties hereto understand accordance with subsection (C) of this Section 2.4 and agree that the Initial Lender Agent may, in its sole discretion (reliance upon such assumption, but shall not have no the obligation to), designate a financial institution or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee of the Initial Lender shall be deemed to constitute performance by the Initial Lender for all purposes of this Agreement and the Note and shall discharge the Initial Lender from such obligation to the extent of such performance. (b) Any Borrowing Notice delivered by the Borrower to the Agent shall be irrevocable and binding on the Borrower. The Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Borrowing Notice for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) The Agent shall only make available to the Borrower on such date a corresponding amount. If and to the extent that such Committed Lender shall not have so made such ratable portion available to the Agent, such Committed Lender and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day until the date such amount is repaid or paid to the Agent, at (i) in the case of any Borrowing the Borrower, the interest rate applicable under Section 2.10 to such Advances and (ii) in the case of such Committed Lender, the Federal Funds Effective Rate. If such Committed Lender shall repay to the Agent such corresponding amount, such amount so paid shall constitute such Committed Lender’s ratable portion of such Borrowing the Advance for purposes of each Lender that such Lender has made available to the Agent on or prior to the date of such Borrowingthis Agreement. (dE) The failure obligation of each Committed Lender to fund its ratable portion of any Advance shall be several from that of each other Committed Lender to make (and neither the Advance to be made by it as part of Agent nor any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Committed Lender shall be responsible for the failure of any other Committed Lender that is a Defaulting Lender to make the Advance to be made by such other Lender on the date remit its ratable portion of any BorrowingAdvance), and the failure of any Committed Lender to so make such amount available to the Agent shall not relieve any other Committed Lender of its obligation hereunder.

Making the Advances. (a) Each Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by telecopier or telex. Each notice of a Borrowing (a "Borrowing Notice") shall be by telephone, confirmed immediately in writing, or telecopier or telex, in substantially the form of Exhibit B hereto, specifying therein, among other things, the requested date of such Borrowing, Borrowing and the amount of such Borrowing and the Repayment Date of the Advances comprising such Borrowing. Each Lender shall, before 11:00 11: 00 A.M. (New York City time) on the date of such Borrowing, make available for the account of its Domestic Lending Office to the Agent at the Agent's Account, in same day funds, such Lender's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower by depositing the proceeds of the Advances in such Dollar account of the Borrower (or of such Person as the Borrower shall specify to the Lender in the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial Lender may, in its sole discretion (but shall have no obligation to), designate a financial institution or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee of the Initial Lender shall be deemed to constitute performance by the Initial Lender for all purposes of this Agreement and the Note and shall discharge the Initial Lender from such obligation to the extent of such performance. (b) Any Borrowing Notice delivered by the Borrower to the Agent shall be irrevocable and binding on the Borrower. The Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Borrowing Notice for such Borrowing the applicable conditions set forth in Article III111, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) The Agent shall only make available to the Borrower on the date of any Borrowing the ratable portion of such Borrowing of each Lender that such Lender has made available to the Agent on or prior to the date of such Borrowing. (d) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (a) Each Swing Line Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing Swing Line Borrowing, by the any Borrower to the Swing Line Bank and the Agent, which shall give to each Lender prompt notice thereof by telecopier or telex. Each such notice of a Swing Line Borrowing (a "Borrowing NoticeNotice of Swing Line Borrowing") shall be by telephone, confirmed immediately in writing, or telecopier telex or telex, in substantially the form of Exhibit B heretotelecopier, specifying thereintherein the requested (i) date of such Borrowing, among other things, (ii) amount of such Borrowing and (iii) maturity of such Borrowing (which maturity shall be no later than the seventh day after the requested date of such Borrowing). If, in its sole discretion, it elects to make the requested Swing Line Advance, the Swing Line Bank will make the amount of such Borrowing and the Repayment Date of the Advances comprising such Borrowing. Each Lender shall, before 11:00 A.M. (New York City time) on the date of such Borrowing, make thereof available for the account of its Domestic Lending Office to the Agent at the Agent's Account, in same day funds, such Lender's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the relevant Borrower by depositing crediting the proceeds relevant Borrower's Account. Upon written demand by the Swing Line Bank with an outstanding Swing Line A Advance or Swing Line B-1 Advance, as the case may be, with a copy of such demand to the Agent, each other Working Capital A Lender or Working Capital B-1 Lender, as the case may be, shall purchase from the Swing Line Bank, and the Swing Line Bank shall sell and assign to each such other Working Capital A Lender or Working Capital B-1 Lender, as the case may be, such other Lender's Pro Rata Share of such outstanding Swing Line A Advance or Swing Line B-1 Advance, as the case may be, as of the Advances in date of such Dollar demand, by making available for the account of its Applicable Lending Office to the Agent for the account of the Borrower (or Swing Line Bank, by deposit to the Agent's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Person Swing Line A Advance or Swing Line B-1 Advance, as the case may be, to be purchased by such Lender. Each Borrower shall specify hereby agrees to each such sale and assignment. Each Working Capital A Lender agrees to purchase its Pro Rata Share of an outstanding Swing Line A Advance and each Working Capital B-1 Lender agrees to purchase its Pro Rata Share of an outstanding Swing Line B-1 Advance on (i) the Business Day on which demand therefor is made by the Swing Line Bank, provided that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Swing Line Bank to any other Working Capital Lender of a portion of a Swing Line Advance, the Swing Line Bank represents and warrants to such other Lender that the Swing Line Bank is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such Swing Line Advance, the Loan Documents or any Loan Party. If and to the extent that any Working Capital A Lender in or Working Capital B-1 Lender, as the Borrowing Notice case may be, shall not have so made the amount of such Swing Line A Advance or by other written notice Swing Line B-1 Advance, as the case may be, available to the Agent, such Lender given simultaneously with or prior agrees to such Borrowing Notice) maintained with such bank as the Borrower shall specify pay to the Agent in forthwith on demand such Borrowing Noticeamount together with interest thereon, for each day from the date of demand by the Swing Line Bank until the date such amount is paid to the Agent, at the Federal Funds Rate. The parties hereto understand and agree that the Initial Lender may, in its sole discretion (but shall have no obligation to), designate a financial institution or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any If such obligation by any such designee of the Initial Lender shall be deemed to constitute performance by the Initial Lender for all purposes of this Agreement and the Note and shall discharge the Initial Lender from such obligation to the extent of such performance. (b) Any Borrowing Notice delivered by the Borrower pay to the Agent shall be irrevocable and binding on such amount for the Borrower. The Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Borrowing Notice for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason account of the liquidation or reemployment Swing Line Bank on any Business Day, such amount so paid in respect of deposits or other funds acquired by such Lender to fund the principal shall constitute a Swing Line Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) The Agent shall only make available to Business Day for purposes of this Agreement, and the Borrower on outstanding principal amount of the date of any Borrowing the ratable portion of such Borrowing of each Lender that such Lender has made available to the Agent on or prior to the date of such Borrowing. (d) The failure of any Lender to make the Swing Line Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender Swing Line Bank shall be responsible for the failure of any other Lender to make the Advance to be made reduced by such other Lender amount on the date of any Borrowingsuch Business Day.

Making the Advances. (a) Each Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by telecopier or telex. Each notice of a Borrowing (a "Borrowing Notice") shall be by telephone, confirmed immediately in writing, or telecopier or telex, in substantially the form of Exhibit B hereto, specifying therein, among other things, the requested date of such Borrowing, the amount of such Borrowing and the Repayment Date of the Advances comprising such Borrowing. Each Lender shall, before 11:00 11: 00 A.M. (New York City time) on the date of such Borrowing, make available for the account of its Domestic Lending Office to the Agent at the Agent's Account, in same day funds, such Lender's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower by depositing the proceeds of the Advances in such Dollar account of the Borrower (or of such Person as the Borrower shall specify to the Lender in the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial Lender may, in its sole discretion (but shall have no obligation to), designate a financial institution or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee of the Initial Lender shall be deemed to constitute performance by the Initial Lender for all purposes of this Agreement and the Note and shall discharge the Initial Lender from such obligation to the extent of such performance. (b) Any Borrowing Notice delivered by the Borrower to the Agent shall be irrevocable and binding on the Borrower. The Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Borrowing Notice for such Borrowing the applicable conditions set forth in Article III111, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) The Agent shall only make available to the Borrower on the date of any Borrowing the ratable portion of such Borrowing of each Lender that such Lender has made available to the Agent on or prior to the date of such Borrowing. (d) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (a) Each Except as otherwise provided herein, the Borrower may request the Lenders to make Advances to the Borrower no more frequently than [***] per week by the delivery to the Administrative Agent, not later than [***] (New York City time) on any Business Day of a written notice of such request substantially in the form of Exhibit B attached hereto (each such notice, a “Notice of Borrowing”), together with a duly completed Borrowing Base Certificate, signed by a Responsible Officer and including a Schedule of Eligible Assets and Schedule of Ineligible Assets. Any Notice of Borrowing or Borrowing Base Certificate received by the Administrative Agent after the time specified in the immediately preceding sentence shall be deemed to have been received by the Administrative Agent on the next Business Day, and to the extent that results in the proposed Borrowing Date being earlier than three (3) Business Days after the date of delivery of such Notice of Borrowing, then the date specified in such Notice of Borrowing as the proposed Borrowing Date of an Advance shall be deemed to be the Business Day immediately succeeding the proposed Borrowing Date of such Advance originally specified in such Notice of Borrowing. The proposed Borrowing Date specified in a Notice of Borrowing shall be made no earlier than three (3) Business Days after the date of delivery of such Notice of Borrowing and may be up to a maximum of thirty (30) days after the date of delivery of such Notice of Borrowing. Unless otherwise provided herein, each Notice of Borrowing shall be irrevocable and shall specify (i) the aggregate principal amount of the Advance requested, and (ii) the Borrowing Date (which shall be a Business Day). (b) The aggregate principal amount of each Advance shall not be less than [***]. (c) Upon receipt by the Administrative Agent of a Notice of Borrowing and a Borrowing Base Certificate from the Borrower, the Administrative Agent shall promptly (on noticethe date of its deemed receipt of the Notice of Borrowing and the related Borrowing Base Certificate) deliver to each Lender a copy of such Notice of Borrowing and a written notice specifying each Lender’s Commitment Percentage of the amount requested by the Borrower pursuant to the applicable Notice of Borrowing. Thereafter, given each Lender shall make Advances in an aggregate amount equal to its Commitment Percentage of the amount requested by the Borrower pursuant to the applicable Notice of Borrowing; provided that to the extent the Notice of Borrowing requests Advances, the making of which would cause the aggregate amount of Advances to be in excess of the Aggregate Commitment Amount on the relevant Borrowing Date, each Lender may, in its sole and absolute discretion, with respect to the portion of such requested Advance that would constitute an Uncommitted Advance Amount on the relevant Borrowing Date, make such portion of the Advance in an amount equal to its Commitment Percentage, provided further, that if any Lender elects, in its sole and absolute discretion, not to provide all or any portion of a requested Advance that would constitute an Uncommitted Advance Amount, the other Lenders (on a pro rata basis or such other basis as may be agreed by the Lenders) may agree to provide all or any portion of such Advance. The Lenders shall make such Advances to the Administrative Agent’s Account by no later than 11:00 A.M. [***] (New York City time) on the third Business Day prior to the date Borrowing Date specified or deemed specified in such Notice of the proposed Borrowing by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by telecopier or telex. Each notice of a Borrowing (a "Borrowing Notice") shall be by telephone, confirmed immediately in writing, or telecopier or telex, in substantially the form of Exhibit B hereto, specifying therein, among other things, the requested date of such Borrowing, the amount of such Borrowing and the Repayment Date of the Advances comprising such Borrowing. Each Lender shall, before 11:00 A.M. (New York City time) on the date of such Borrowing, make available for the account of its Domestic Lending Office to the The Administrative Agent at the Agent's Account, in same day funds, such Lender's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will shall promptly make such funds Advance available to the Borrower by depositing the proceeds of the Advances in such Dollar account of the Borrower (or of such Person as the Borrower shall specify U.S. Dollars to the Lender in the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing NoticeBorrower’s Account. The parties hereto understand and agree that the Initial Lender mayFor avoidance of doubt, in its sole discretion (but shall have no obligation to), designate a financial institution or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee of the Initial Lender nothing herein shall be deemed to constitute performance by the Initial Lender for all purposes of this Agreement and the Note and shall discharge the Initial Lender from such obligation to the extent of such performance. (b) Any Borrowing Notice delivered by the Borrower to the Agent shall be irrevocable and binding on the Borrower. The Borrower shall indemnify each Lender against oblige any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Borrowing Notice for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund any Advance in excess of the Advance to be made by Aggregate Commitment Amount or such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such dateLender’s Commitment. (c) The Agent shall only make available to the Borrower on the date of any Borrowing the ratable portion of such Borrowing of each Lender that such Lender has made available to the Agent on or prior to the date of such Borrowing. (d) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (a) Each Borrowing shall be made on notice, given not later than 11:00 A.M. 4:00 P.M. (New York City London time) on the third Business Day prior to the date of the proposed Borrowing Borrowing, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by telecopier or telextelecopier. Each such notice of a Borrowing (a "Borrowing Notice"“Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or telecopier or telex, in substantially the form of Exhibit B hereto, specifying therein, among other things, therein the requested (i) date of such Borrowing, which shall be a Business Day within the Availability Period, (ii) aggregate amount of such Borrowing and (iii) initial Interest Period for such Advance, which shall, in any event comply with the Repayment Date requirements of the Advances comprising such Borrowingdefinition of “Interest Period”, subject to Section 2.9. Each Lender shall, shall before 11:00 A.M. (New York City London time) on the date of such Borrowing, Borrowing make available for the account of its Domestic Eurocurrency Lending Office to the Administrative Agent at the Administrative Agent's ’s Account, in same day funds, such Lender's ’s ratable portion of such Borrowing. After the Administrative Agent's ’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III3, the Administrative Agent will make such funds available to the Borrower by depositing at the proceeds of Administrative Agent’s address referred to in Section 10.1 or at the Advances in such Dollar account of the Borrower (or of such Person applicable Payment Office, as the Borrower shall specify to the Lender in the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial Lender may, in its sole discretion (but shall have no obligation to), designate a financial institution or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee of the Initial Lender shall be deemed to constitute performance by the Initial Lender for all purposes of this Agreement and the Note and shall discharge the Initial Lender from such obligation to the extent of such performancecase may be. (b) Any Each Notice of Borrowing Notice delivered by the Borrower to the Agent shall be irrevocable and binding on the Borrower. The Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Borrowing Notice for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) The Unless the Administrative Agent shall only have received notice from a Lender prior to the time of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.2 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the date of any Borrowing the ratable portion of such Borrowing of each Lender extent that such Lender has shall not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree 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 Agent on or prior Borrower until the date such amount is repaid to the date Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Advances comprising such Borrowing and (ii) in the case of such BorrowingLender, the cost of funds incurred by the Administrative Agent in respect of such amount. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement. (d) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (a) Each Borrowing Interest Advances shall be made on notice, given not later than 11:00 A.M. (New York City time) on the third Business Day prior in one or more Borrowings by delivery to the date Liquidity Provider of the proposed one or more written and completed Notices of Borrowing by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by telecopier or telex. Each notice of a Borrowing (a "Borrowing Notice") shall be by telephone, confirmed immediately in writing, or telecopier or telex, in substantially the form of Exhibit B Annex I attached hereto, specifying thereinsigned by a Responsible Officer of the Borrower, among other things, in an amount not exceeding the requested date Available Commitment at such time and shall be used solely for the payment when due of such Borrowing, interest on the Class C Certificates at the Stated Interest Rate therefor in accordance with Section 3.6(a) of the Intercreditor Agreement. Each Interest Advance made hereunder shall automatically reduce the Available Commitment and the amount available to be borrowed hereunder by subsequent Advances by the amount of such Borrowing and Interest Advance (subject to reinstatement as provided in the Repayment Date next sentence). Upon repayment to the Liquidity Provider in full of the Advances comprising such Borrowing. Each Lender shallamount of any Interest Advance made pursuant to this Section 2.2(a), before 11:00 A.M. together with accrued interest thereon (New York City time) on as provided herein), the date Available Commitment shall be reinstated by the amount of such Borrowingrepaid Interest Advance; provided, make available for the account of its Domestic Lending Office to the Agent at the Agent's Accounthowever, in same day funds, such Lender's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower by depositing the proceeds of the Advances in such Dollar account of the Borrower (or of such Person as the Borrower shall specify to the Lender in the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial Lender may, in its sole discretion Available Commitment shall not be so reinstated at any time if (but x) both (i) a Triggering Event shall have no obligation to), designate occurred and be continuing and (ii) a financial institution Performing Note Deficiency exists or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance (y) a Liquidity Event of any such obligation by any such designee of the Initial Lender Default shall have occurred and be deemed to constitute performance by the Initial Lender for all purposes of this Agreement and the Note and shall discharge the Initial Lender from such obligation to the extent of such performancecontinuing. (b) Any A Downgrade Advance shall be made in a single Borrowing Notice upon a downgrading of the rating of the Liquidity Provider resulting in the Liquidity Provider's ratings not meeting the Threshold Rating (as provided for in Section 3.6(c) of the Intercreditor Agreement) unless a Replacement Liquidity Facility shall have been delivered by to the Borrower in accordance with said Section 3.6(c), by delivery to the Agent Liquidity Provider of a written and completed Notice of Borrowing in substantially the form of Annex II attached hereto, signed by a Responsible Officer of the Borrower, in an amount not exceeding the Available Commitment at such time, and shall be irrevocable and binding on the Borrower. The Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Borrowing Notice for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender used to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) The Agent shall only make available to the Borrower on the date of any Borrowing the ratable portion of such Borrowing of each Lender that such Lender has made available to the Agent on or prior to the date of such Borrowing. (d) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.Class C Cash Collateral Account in accordance with said Section 3.6

Making the Advances. (aA) Each Except as otherwise provided herein, the Borrower may request that the Lenders make Advances to the Borrower by the delivery to the Administrative Agent, each Funding Agent and the Paying Agent, not later than 1:00 P.M. (New York City time) two (2) Business Days prior to the proposed Funding Date of a written notice of such request substantially in the form of Exhibit B-2 attached hereto (each such notice, a “Notice of Borrowing”) together with a duly completed Borrowing Base Certificate signed by a Responsible Officer of the Borrower. Any Notice of Borrowing or Borrowing Base Certificate received by the Administrative Agent, the Funding Agents and the Paying Agent after the time specified in the immediately preceding sentence shall be deemed to have been received by the Administrative Agent, the Funding Agents and the Paying Agent on the next Business Day, and to the extent that results in the proposed Funding Date being earlier than two (2) Business Days after the date of delivery of such Notice of Borrowing, then the date specified in such Notice of Borrowing as the proposed Funding Date of an Advance shall be deemed to be the Business Day immediately succeeding the proposed Funding Date of such Advance specified in such Notice of Borrowing. The proposed Funding Date specified in a Notice of Borrowing shall be no earlier than two (2) Business Days after the date of delivery of such Notice of Borrowing and may be up to a maximum of thirty (30) days after the date of delivery of such Notice of Borrowing. Unless otherwise provided herein, each Notice of Borrowing shall be irrevocable. The aggregate principal amount of the Class A Advance and Class B Advance requested by the Borrower for any Funding Date shall not be less than the lesser of (x) $[***] and (y) the remaining amount necessary in order for the Borrower to fully utilize all available Commitments. If the Administrative Agent delivers a written notice (including by electronic mail) to the Borrower contesting the Borrower’s calculations or any statement within such Notice of Borrowing, it shall promptly inform the Borrower. The Borrower may then deliver an amended Notice of Borrowing to the Administrative Agent, the Funding Agents and the Paying Agent or, by written notice, rescind the Notice of Borrowing. (B) The Notice of Borrowing shall specify (i) the aggregate amount of Class A Advances requested together with the allocated amount of Class A Advances to be paid by each Class A Lender Group based on its respective Class A Lender Group Percentage, (ii) the aggregate amount of Class B Advances requested together with the allocated amount of Class B Advances to be paid by each Class B Lender Group based on its respective Class B Lender Group Percentage and (iii) the Funding Date. The amount of Class A Advances to Class B Advances requested shall be determined on a pro rata basis based on the Class A Borrowing Base and Class B Borrowing Base as of the proposed Funding Date; provided that the Borrower may request Class A Advances and/or Class B Advances which are not pro rata to the extent that the outstanding Advances made by any Non-Conduit Xxxxxx, together with the amount of Advances to be made by such Non-Conduit Lender after giving effect to such requested Advances, equal its Commitment. Each Funding Agent may, in its sole discretion, allocate any requested Advances among the Lenders in its Lender Group. (C) With respect to the Advances to be made on noticethe Original Closing Date, given not each Lender shall pay the amount of its Advance by wire transfer of such funds to the Borrower’s Account no later than 11:00 A.M. 4:00 P.M. (New York City time) on the third Business Day prior Original Closing Date. (D) With respect to the date of Advances to be made on any Funding Date, other than the proposed Borrowing initial Advance made on the Original Closing Date, upon a determination by the Borrower Administrative Agent that all conditions precedent to the AgentAdvances to be made on such Funding Date set forth in Section 3.2 have been satisfied or otherwise waived, which shall give to each Lender prompt notice thereof shall fund the amount of its Advance by telecopier or telex. Each notice wire transfer of a Borrowing such funds in accordance with the Borrower’s written instructions initiated no later than 2:00 P.M. (a "Borrowing Notice"New York City time) on such Funding Date. (E) Notwithstanding the foregoing, if any Non-Conduit Lender who shall be by telephone, confirmed immediately have previously notified the Borrower in writing, or telecopier or telex, in substantially the form of Exhibit B H hereto, specifying thereinthat it has incurred any external cost, among fee or expense directly related to and as a result of the “liquidity coverage ratio” under Basel III in respect of its Commitment hereunder or any liquidity agreement between such Non-Conduit Lender and the Conduit Lender, or its interest in the Advances, such Non-Conduit Lender may, upon receipt of a Notice of Borrowing pursuant to Section 2.4(A), notify the Borrower in writing by 5:00 P.M. (New York City time) two (2) Business Days prior to the Funding Date specified in such Notice of Borrowing, in substantially the form of Exhibit I hereto (a “Delayed Funding Notice”), of its intent to fund (or, if applicable and if such Conduit Lender so agrees in its sole discretion, have its Conduit Lender, if applicable, fund all or part of) its allocated amount of the related Advance in an amount that would, if combined with all other thingsrequested Advances within the past thirty-five (35) days, exceed $[***] (such amount, the requested “Delayed Amount”) on a Business Day that is on or before the thirty-fifth (35th) day following the date of delivery of such Non-Conduit Lender of such Delayed Funding Notice (the “Delayed Funding Date”) rather than on the date specified in such Notice of Borrowing. If any Non-Conduit Lender provides a Delayed Funding Notice to the Borrower following the delivery by the Borrower of a Notice of Borrowing, the amount Borrower may revoke such Notice of such Borrowing by delivering written notice of the same to the Administrative Agent and the Repayment Date of the Advances comprising such Borrowing. Each Lender shall, before 11:00 A.M. Funding Agents by 12:00 P.M. (New York City time) on the date Business Day preceding the related Funding Date. No Non-Conduit Lender that has provided a Delayed Funding Notice in respect of such Borrowing, make available for the account an Advance (a “Delayed Funding Lender”) shall be considered to be in default of its Domestic Lending Office obligation to fund its Delayed Amount pursuant to Section 2.4(D) hereunder unless and until it has failed to fund the Delayed Amount on or before the Delayed Funding Date. A Delayed Funding Lender is not obliged to fund until thirty-five (35) days have elapsed since the funding request. For the avoidance of doubt, a Delayed Funding Lender shall be required to fund its Delayed Amount regardless of the occurrence of an Amortization Event, Event of Default, Potential Amortization Event or Potential Default which occurs during the period from and including the related Funding Date to and including the related Delayed Funding Date, unless such Amortization Event, Event of Default, Potential Amortization Event or Potential Default relates to an Insolvency Event with respect to the Borrower. (F) If (i) one or more Delayed Funding Lenders provide a Delayed Funding Notice to the Borrower in respect of a Notice of Borrowing and (ii) the Borrower shall not have revoked the Notice of Borrowing prior to the Business Day preceding such Funding Date, the Administrative Agent at shall, by no later than 12:00 P.M. (New York City time) on the Agent's AccountBusiness Day preceding such Funding Date, in same day funds, direct each Lender Group and each Non-Conduit Lender that is not a Delayed Funding Lender with respect to such Funding Date (each a “Non-Delayed Funding Lender's ratable ”) to fund an additional portion of such BorrowingAdvance on such Funding Date equal to such Non-Delayed Funding Lender’s proportionate share (based upon such Non-Delayed Funding Lender’s Commitment relative to the sum of the Commitments of all Non-Delayed Funding Lenders) of the aggregate Delayed Amounts with respect to such Funding Date; provided, that in no event shall a Non-Delayed Funding Lender be required to fund any amounts in excess of its Commitment. Subject to Section 2.4(D), in the case of a Non-Delayed Funding Lender that is a Non-Conduit Lender, such Non-Conduit Lender hereby agrees, or, in the case of a Non-Delayed Funding Lender that is a Lender Group, the Conduit Lender in such Lender Group may agree, in its sole discretion, and the Non-Conduit Lenders in such Lender Group hereby agree, to fund such portion of the Advance on such Funding Date. (G) After the Agent's receipt Non-Delayed Funding Lenders fund a Delayed Amount on any Funding Date in accordance with Section 2.4(F), the Delayed Funding Lender in respect of such funds Delayed Amount will be obligated to fund an amount equal to the excess, if any, of (a) such Delayed Amount over (b) the amount, if any, by which the portion of any principal distribution amount paid to such Non-Delayed Funding Lenders pursuant to Section 2.7 or any decrease to the outstanding principal balance made in accordance with Section 2.8, on any date during the period from and upon fulfillment including such Funding Date to but excluding the Delayed Funding Date for such Delayed Amount, was greater than what it would have been had such Delayed Amount been funded by such Delayed Funding Lender on such Funding Date (the “Delayed Funding Reimbursement Amount”) with respect to such Delayed Amount on or before its Delayed Funding Date, irrespective of whether the applicable Borrower would be able to satisfy the conditions set forth in Article IIISection 3.2(A) to an Advance, in an amount equal to such Delayed Funding Reimbursement Amount on such Delayed Funding Date. Such Delayed Funding Lender shall fund such Delayed Funding Reimbursement Amount on such Delayed Funding Date by paying such amount to the Administrative Agent will make in immediately available funds, and the Administrative Agent shall distribute such funds available to each such Non-Delayed Funding Lender, pro rata based on the Borrower by depositing the proceeds of the Advances in such Dollar account of the Borrower (or relative amount of such Person as the Borrower shall specify to the Lender in the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial Lender may, in its sole discretion (but shall have no obligation to), designate a financial institution or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee of the Initial Lender shall be deemed to constitute performance by the Initial Lender for all purposes of this Agreement and the Note and shall discharge the Initial Lender from such obligation to the extent of such performance. (b) Any Borrowing Notice delivered by the Borrower to the Agent shall be irrevocable and binding on the Borrower. The Borrower shall indemnify each Lender against any loss, cost or expense incurred Delayed Amount funded by such Non-Delayed Funding Lender as a result of any failure to fulfill on or before the date specified in such Borrowing Notice for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such dateFunding Date pursuant to Section 2.4(F). (c) The Agent shall only make available to the Borrower on the date of any Borrowing the ratable portion of such Borrowing of each Lender that such Lender has made available to the Agent on or prior to the date of such Borrowing. (d) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (a) Each Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City Amsterdam, The Netherlands time) on the third Business Day prior to the date of the proposed Borrowing by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by telecopier or telex. Each notice of a Borrowing (a "Borrowing Notice") shall be by telephone, confirmed immediately in writing, or telecopier or telex, in substantially the form of Exhibit B hereto, specifying therein, among other things, the requested date of such Borrowing, the amount of such Borrowing and the Repayment Date of the Advances comprising such Borrowing. Each Lender shall, before 11:00 A.M. (New York City Amsterdam, The Netherlands time) on the date of such Borrowing, make available for the account of its Domestic Lending Office to the Agent at the Agent's Account, in same day funds, such Lender's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower by depositing the proceeds of the Advances in such Dollar Euro account of the Borrower (or of such Person as the Borrower shall specify to the Lender in the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial Lender may, in its sole discretion (but shall have no obligation to), designate a financial institution or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee of the Initial Lender shall be deemed to constitute performance by the Initial Lender for all purposes of this Agreement and the Note and shall discharge the Initial Lender from such obligation to the extent of such performance. (b) Any Borrowing Notice delivered by the Borrower to the Agent shall be irrevocable and binding on the Borrower. The Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Borrowing Notice for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) The Agent shall only make available to the Borrower on the date of any Borrowing the ratable portion of such Borrowing of each Lender that such Lender has made available to the Agent on or prior to the date of such Borrowing. (d) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing. (e) Notwithstanding the foregoing, the Borrower agrees that there shall be only one Advance hereunder.

Making the Advances. Upon fulfillment of the conditions set forth in Article III hereof, an Advance under this Agreement may be made by the Lender to the Borrower as follows: (a) Each Borrowing The Lender or its Affiliates shall be made on noticemake an Advance by wire transfer or such other means agreed to by the Lender in its sole and absolute discretion as follows: (i) To request an Advance, given the Borrower shall notify the Lender of such request in writing pursuant to written instructions not later than 11:00 A.M. 1:00 p.m. (New York City timeEastern Time) on the third Business Day prior to the date of the proposed Borrowing by the Borrower desires such proposed Advance to the Agent, which be funded. Such written instructions shall give to each Lender prompt notice thereof by telecopier or telex. Each notice of a Borrowing specify therein (a "Borrowing Notice"A) shall be by telephone, confirmed immediately in writing, or telecopier or telex, in substantially the form of Exhibit B hereto, specifying therein, among other things, the requested date of such BorrowingAdvance, which shall be a Business Day, (B) the requested amount of such Borrowing Advance, and (C) any other instructions which are required to enable the Lender to make the Advance by wire transfer. Provided that all conditions to the funding of the Advance shall have been fully satisfied, the Lender or its Affiliate shall, on such requested date, cause the proceeds of such Advance to be advanced for or on account of the Borrower by wire transfer to an account designated by, and pursuant to wire instructions provided by, the Borrower or in any other manner agreed to by the Lender. (ii) Each Advance (other than Advances made pursuant to Section 2.02(c)) shall be in an amount greater than or equal to $100,000.00. (b) The Borrower may request that an Advance be funded by wire transfer or such other means as offered by the Lender from time to time. For disbursements requested to be made by wire transfer, the Borrower’s request shall specify the deposit account to which proceeds of the applicable Advance are to be sent or deposited. The Lender may rely on account information provided by the Borrower in a wire transfer or other request without investigation and the Repayment Date Borrower bears the entire risk of wire or other transfers to the wrong account because of incorrect account information provided by the Borrower. (c) If any accrued interest on the Revolving Loan, or any fee or other amount (other than principal on any Advance) payable hereunder shall not be paid by or on behalf of the Advances comprising Borrower as contemplated by the paragraph entitled “Payments and Computations” set forth in the Basic Terms section of this Agreement when such Borrowing. Each interest, fee or other amount becomes due and payable, the Borrower shall be deemed to have requested the Lender shallmake, before 11:00 A.M. (New York City time) and shall be deemed to have agreed to, an Advance hereunder on the due date of such Borrowingof, make available for and in the account of its Domestic Lending Office to the Agent at the Agent's Account, in same day fundsamount of, such Lender's ratable portion of such Borrowinginterest, fee or other amount. After the Agent's receipt of such funds and upon Upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower by depositing the proceeds of the Advances in such Dollar account of the Borrower (or of such Person as the Borrower shall specify to the Lender in the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial Lender may, in its sole and absolute discretion (but shall have no obligation to), designate a financial institution or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee of the Initial Lender shall be deemed to constitute performance by the Initial Lender for all purposes of this Agreement and the Note and shall discharge the Initial Lender from such obligation to the extent of such performance. (b) Any Borrowing Notice delivered by the Borrower to the Agent shall be irrevocable and binding on the Borrower. The Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Borrowing Notice for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) The Agent shall only , make available to the Borrower on Borrower, the date of any Borrowing the ratable portion amount of such Borrowing of each Lender that such Lender has made available to Advance and cause the Agent on or prior to the date proceeds of such Borrowing. (d) The failure of any Lender to make the Advance to be made by it as part applied to the payment of such interest, fee or other amount. Notwithstanding the foregoing, in the event that the Lender, for any Borrowing shall reason whatsoever, does not relieve any other Lender of so exercise its obligation, if any, right hereunder to make its Advance on such Advance, the date of such BorrowingLate Charge shall nevertheless be incurred by the Borrower, but no Lender shall be responsible for together with the failure of Default Rate and any other Lender to make the Advance to be made by such other Lender on the date of any Borrowingcharges hereunder.

Making the Advances. (a) Each Borrowing shall consist solely of Base Rate Advances and shall be made on notice, given not later than 11:00 A.M. 12:00 noon (New York City time) on the third Business Day prior to the date Interest Rate Adjustment Date of the proposed Borrowing Borrowing, by the Borrower applicable Remarketing Agent to the AgentAdministrative Agent (with a copy to the Company), which shall give to each Lender Bank prompt notice thereof by telecopier telephone or telextelecopier, telex or cable. Each such notice of a Borrowing (a "Borrowing NoticeNOTICE OF FAILED REMARKETING AND BORROWING REQUEST") shall be by telephonetelephone or telecopier, confirmed immediately in writing, or telecopier or telex, in substantially the form of Exhibit B A hereto, specifying thereinand shall (i) specify the principal amount of Unremarketed Notes tendered to the applicable Remarketing Agent in the Failed Remarketing, among other things(ii) confirm that the applicable Remarketing Agent has received, or has informed the Company of its need to receive, from the Company all accrued and unpaid interest on such Unremarketed Notes, and (iii) identify the requested date of such Borrowing, the and aggregate amount of such Borrowing and the Repayment Date of the Advances comprising such requested Borrowing. Each Lender Bank shall, before 11:00 A.M. 2:00 P.M. (New York City time) on the date of such Borrowing, make available for the account of its Domestic Lending Office to the Administrative Agent at the Agent's Accountits address referred to in Section 9.02, in same day funds, such LenderBank's ratable portion of such Borrowing. After Subject to the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIIIV, promptly following receipt of such funds by the Administrative Agent, but no later than 3:00 p.m. (New York City time) on the date of such Borrowing, the Administrative Agent will make transfer, in same-day funds, such funds available to such account as may from time to time be identified in a notice delivered by the Trustee to the Administrative Agent (with copies of such notice to the Borrower by depositing the proceeds of the Advances in such Dollar account of the Borrower (or of such Person as the Borrower shall specify to the Lender in the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial Lender may, in its sole discretion (but shall have no obligation to), designate a financial institution or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee of the Initial Lender shall be deemed to constitute performance by the Initial Lender for all purposes of this Agreement and the Note and shall discharge the Initial Lender from such obligation to the extent of such performanceRemarketing Agents). (b) Any Borrowing Notice delivered by purchased with such proceeds, the Borrower interest rate applicable at the time to Advances comprising such Borrowing), and (ii) in the case of such Bank, the Federal Funds Effective Rate. If such Bank shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall be irrevocable and binding on the Borrower. The Borrower shall indemnify each Lender against any loss, cost or expense incurred by constitute such Lender as a result of any failure to fulfill on or before the date specified in such Borrowing Notice for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Bank's Advance to be made by such Lender as part of such Borrowing when such Advance, as a result for purposes of such failure, is not made on such datethis Agreement. (c) The Agent shall only make available to the Borrower on the date of any Borrowing the ratable portion of such Borrowing of each Lender that such Lender has made available to the Agent on or prior to the date of such Borrowing. (d) The failure of any Lender Bank to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender Bank of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender Bank shall be responsible for the failure of any other Lender Bank to make the Advance to be made by such other Lender Bank on the date of any Borrowing.

Making the Advances. (a) Each Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by telecopier or telex. Each notice of a Borrowing (a "Borrowing Notice") shall be by telephone, confirmed immediately in writing, or telecopier or telex, in substantially the form of Exhibit B hereto, specifying therein, among other things, the requested date of such Borrowing, the amount of such Borrowing and the Repayment Date of the Advances comprising such Borrowing. Each Lender shall, before 11:00 A.M. 11:00 A. M. (New York City time) on the date of such Borrowing, make available for the account of its Domestic Lending Office to the Agent at the Agent's Account, in same day funds, such Lender's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower by depositing the proceeds of the Advances in such Dollar account of the Borrower (or of such Person as the Borrower shall specify to the Lender in the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial Lender may, in its sole discretion (but shall have no obligation to), designate a financial institution or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee of the Initial Lender shall be deemed to constitute performance by the Initial Lender for all purposes of this Agreement and the Note and shall discharge the Initial Lender from such obligation to the extent of such performance. (b) Any Borrowing Notice delivered by the Borrower to the Agent shall be irrevocable and binding on the Borrower. The Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Borrowing Notice for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) The Agent shall only make available to the Borrower on the date of any Borrowing the ratable portion of such Borrowing of each Lender that such Lender has made available to the Agent on or prior to the date of such Borrowing. (d) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (aA) Each Except as otherwise provided herein, the Borrower may request the Lenders to make Advances to the Borrower by the delivery to the Administrative Agent and each Funding Agent, not later than 1:00 P.M. (New York City time) two (2) Business Days prior to the proposed Borrowing Date of a written notice of such request substantially in the form of Exhibit B-2 attached hereto (each such notice, a “Notice of Borrowing”) together with a duly completed Borrowing Base Certificate signed by a Responsible Officer of the Borrower. Any Notice of Borrowing or Borrowing Base Certificate received by the Administrative Agent and each Funding Agent after the time specified in the immediately preceding sentence shall be deemed to have been received by the Administrative Agent and each Funding Agent on the next Business Day, and to the extent that results in the proposed Borrowing Date being earlier than two (2) Business Days after the date of delivery of such Notice of Borrowing, then the date specified in such Notice of Borrowing as the proposed Borrowing Date of an Advance shall be deemed to be the Business Day immediately succeeding the proposed Borrowing Date of such Advance specified in such Notice of Borrowing. The proposed Borrowing Date specified in a Notice of Borrowing shall be made on no earlier than two Business Days after the date of delivery of such Notice of Borrowing and may be up to a maximum of thirty (30) days after the date of delivery of such Notice of Borrowing. Unless otherwise provided herein, each Notice of Borrowing shall be irrevocable and shall specify (i) the aggregate principal amount of the Advance requested and (ii) the Borrowing Date (which shall be a Business Day). If the Administrative Agent contests the Borrower’s calculations or any statement within a Notice of Borrowing, it shall promptly inform the Borrower in writing (including by electronic mail) and no Lender shall be obligated to make an Advance in accordance with such Notice of Borrowing. The Borrower may then deliver an amended Notice of Borrowing to the Administrative Agent and each Funding Agent or, by written notice, given rescind the Notice of Borrowing; provided that if the Borrower elects to deliver an amended Notice of Borrowing, such amended Notice of Borrowing shall reflect a proposed Borrowing Date no earlier than two (2) Business Days after the date of delivery of such amended Notice of Borrowing. (B) The aggregate principal amount of each Advance by the Borrower shall not be less than $1,000,000. (C) The Notice of Borrowing shall specify the aggregate amount of Advances requested together with the allocated amount of Advances to be paid by each Lender Group based on its respective Lender Group Percentage; provided, that if any portion of any such Advance is to be made pursuant to Section 2.16(A), the Notice of Borrowing shall only specify the amount that is to be paid by a Lender or Lender Group, as applicable, in respect of an amount that, taken together with its outstanding Advances, exceeds its aggregate Commitments (but subject to the Maximum Facility Amount applicable to such Lender or such Lender Group). Promptly upon receipt of a Notice of Borrowing, each Funding Agent shall advise each Lender within its Lender Group of the details thereof and the respective Lender’s Advance; provided that each Funding Agent may, in its sole discretion, allocate any requested Advances among the Lenders in its Lender Group. Each Conduit Lender may, in its sole discretion, and the Committed Lender or the Committed Lenders shall, if the Conduit Lender in its or their related Lender Group elects, in its sole discretion, not to do so or if there is no Conduit Lender in its related Lender Group, initiate the wire for the applicable Advances in an amount, for each Lender Group, equal to its Lender Group Percentage of the amounts requested by the Borrower pursuant to the applicable Notice of Borrowing to the Borrower’s Loan Proceeds Account by no later than 11:00 A.M. 2:00 P.M. (New York City time) on the third Business Day prior Borrowing Date specified or deemed specified in such Notice of Borrowing. In connection with the funding of each Advance, the Borrower (or the Administrative Agent, on the Borrower’s behalf, out of the proceeds of the initial Advance) shall cause to be deposited into the Liquidity Reserve Account an amount such that the amount on deposit therein is equal to the date of Liquidity Reserve Account Required Balance. (D) Notwithstanding the proposed Borrowing by foregoing, if any Lender Group who, through its Funding Agent, shall have previously notified the Borrower to the Agent, which shall give to each Lender prompt notice thereof by telecopier or telex. Each notice of a Borrowing (a "Borrowing Notice") shall be by telephone, confirmed immediately in writing, or telecopier or telex, in substantially the form of Exhibit B E hereto, specifying thereinthat it has incurred any cost, among fee or expense directly related to and as a result of the “liquidity coverage ratio” under Basel III in respect of the Commitment of the Committed Lender in such Lender Group or any liquidity agreement between a Committed Lender and the Conduit Lender in such Lender Group, or its interest in the Advances, such Lender Group may, through its Funding Agent, upon receipt of a Notice of Borrowing pursuant to Section 2.4(A), notify the Borrower in writing by 5:00 P.M. (New York City time) two (2) Business Days prior to the Borrowing Date specified in such Notice of Borrowing, in substantially the form of Exhibit F hereto (a “Delayed Funding Notice”), of its intent to fund all or part of its allocated amount of the related Advance in an amount that would, if combined with all other thingsAdvances requested by the Borrower to such Lender Group within the past thirty-five (35) days, exceed $20,000,000 (such excess amount, the requested “Delayed Amount”) on a Business Day that is on or before the thirty-fifth (35th) day following the date of delivery of such Funding Agent of such Delayed Funding Notice (the “Delayed Funding Date”) rather than on the date specified in such Notice of Borrowing. If any Funding Agent provides a Delayed Funding Notice to the Borrower following the delivery by the Borrower of a Notice of Borrowing, the amount Borrower may revoke such Notice of Borrowing by delivering written notice of the same to the Administrative Agent and the Funding Agents by 12:00 P.M. (New York city time) on the Business Day preceding the related Borrowing Date. No Lender Group (or the Committed Lenders forming part thereof) that has provided a Delayed Funding Notice in respect of an Advance (a “Delayed Funding Group”) shall be considered to be in default of its obligation to fund its Delayed Amount pursuant to Section 2.4(C) hereunder unless and until it has failed to fund the Delayed Amount on or before the Delayed Funding Date. A Delayed Funding Group is not obliged to fund until thirty-five (35) days have elapsed since the funding request. For the avoidance of doubt, the Committed Lender in a Delayed Funding Group shall be required to fund its Delayed Amount regardless of the occurrence of an Amortization Event, Event of Default, Potential Amortization Event or Potential Default which occurs during the period from and including the related Borrowing Date to and including the related Delayed Funding Date, unless such Amortization Event, Event of Default, Potential Amortization Event or Potential Default relates to an Insolvency Event with respect to the Borrower. (E) If (i) one or more Delayed Funding Groups provide a Delayed Funding Notice to the Borrower in respect of a Notice of Borrowing and (ii) the Borrower shall not have revoked the Notice of Borrowing prior to the Business Day preceding such Borrowing and Date, the Repayment Date of the Advances comprising such Borrowing. Each Lender Administrative Agent shall, before 11:00 A.M. by no later than 12:00 P.M. (New York City time) on the date of Business Day preceding such BorrowingBorrowing Date, make available for the account of its Domestic Lending Office direct each Lender Group that is not a Delayed Funding Group with respect to the Agent at the Agent's Account, in same day funds, such Lender's ratable Borrowing Date (each a “Non-Delayed Funding Group”) to fund an additional portion of such BorrowingAdvance on such Borrowing Date equal to such Non-Delayed Funding Group’s proportionate share (based upon such Non-Delayed Funding Group’s Commitment relative to the sum of the Commitments of all Non-Delayed Funding Groups) of the aggregate Delayed Amounts with respect to such Borrowing Date; provided, that in no event shall a Non-Delayed Funding Group be required to fund any amounts in excess of its Commitment. Subject to Section 2.4(C), in the case of a Committed Lender in a Non-Delayed Funding Group, such Committed Lender hereby agrees, or, in the case of a Conduit Lender in a Non-Delayed Funding Group, such Conduit Lender in such Non-Delayed Funding Group may agree, in its sole discretion, and the Committed Lenders in such Non-Delayed Funding Group hereby agree, to fund such portion of the Advance on such Borrowing Date. (F) After the Agent's receipt Non-Delayed Funding Groups fund a Delayed Amount on any Borrowing Date in accordance with Section 2.4(E), the Committed Lenders in the Delayed Funding Group in respect of such funds Delayed Amount will be obligated or, in the case of a Conduit Lender in such Delayed Funding Group, such Conduit Lender in such Delayed Funding Group may agree, in its sole discretion, and upon fulfillment the Committed Lenders in such Delayed Funding Group hereby agree to fund an amount equal to the excess, if any, of (a) such Delayed Amount over (b) the applicable amount, if any, by which the portion of any principal distribution amount paid to such Non-Delayed Funding Groups pursuant to Section 2.7 or any decrease to the outstanding principal balance made in accordance with Section 2.8, on any date during the period from and including such Borrowing Date to but excluding the Delayed Funding Date for such Delayed Amount, was greater than what it would have been had such Delayed Amount been funded by such Delayed Funding Group on such Borrowing Date (the “Delayed Funding Reimbursement Amount”) with respect to such Delayed Amount on or before its Delayed Funding Date, irrespective of whether the Borrower would be able to satisfy the conditions set forth in Article IIISection 3.2(A) to an Advance, the Agent will make in an amount equal to such funds available to the Borrower by depositing the proceeds of the Advances Delayed Funding Reimbursement Amount on such Delayed Funding Date. The Committed Lenders in such Dollar account Delayed Funding Group shall or, in the case of the Borrower (or of such Person as the Borrower shall specify to the a Conduit Lender in the Borrowing Notice or by other written notice to the such Delayed Funding Group, such Conduit Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial Lender mayDelayed Funding Group may agree, in its sole discretion (but shall have no obligation to)to fund such Delayed Funding Reimbursement Amount on such Delayed Funding Date by paying such amount to the Administrative Agent in immediately available funds, designate a financial institution or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee of the Initial Lender shall be deemed to constitute performance by the Initial Lender for all purposes of this Agreement and the Note and Administrative Agent shall discharge distribute such funds to each such Non-Delayed Funding Group, pro rata based on the Initial Lender from such obligation to the extent relative amount of such performanceDelayed Amount funded by such Non-Delayed Funding Group on such Borrowing Date pursuant to Section 2.4(E). (bG) Any Borrowing Notice delivered by the Borrower With respect to the Agent shall be irrevocable and binding on the Borrower. The Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Borrowing Notice for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made on the Second Amendment and Restatement Date, if any, each Lender shall make the amount of its Advance available to the Paying Agent by such Lender as part wire transfer of such Borrowing when funds to the account specified in the Second Amendment and Restatement Date Flow of Funds Memorandum no later than 2:00 P.M. (New York City time) on the Second Amendment and Restatement Date. The Paying Agent shall receive and hold such Advance, as Advance in escrow for the benefit of the Administrative Agent and the Lenders. Upon a result of determination by the Administrative Agent that all conditions precedent to such failure, is not Advance to be made on the Second Amendment and Restatement Date set forth in Article III have been satisfied or otherwise waived, the Administrative Agent shall notify the Paying Agent in writing (which may be via email) that the Paying Agent may distribute such dateAdvance to be made on the Second Amendment and Restatement Date in accordance with the instructions set forth in the Second Amendment and Restatement Date Flow of Funds Memorandum. The Administrative Agent may at any time prior to such distribution instruct the Paying Agent to return such Advance to be made on the Second Amendment and Restatement Date to the Lenders in its sole discretion. (cH) The Agent shall only make available Notwithstanding any provision to the Borrower on the date of contrary herein or in any Borrowing the ratable portion of such Borrowing of each Lender that such Lender has made available other Transaction Document, with respect to the Agent on or prior to the date of such Borrowing. (d) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligationon the Second Amendment and Restatement Date, if any, hereunder the Paying Agent is obligated only to make its Advance on perform the date duties specifically set forth in Section 2.4(G) or otherwise in the Second Amendment and Restatement Date Flow of such BorrowingFunds Memorandum, but no Lender which shall be responsible for deemed purely ministerial in nature. Under no circumstance will the failure of Paying Agent be deemed to be a fiduciary to any other Lender Person with respect to make the Advance to be made by such other Lender on the date Second Amendment and Restatement Date or the Paying Agent’s duties under Section 2.4(G) or the Second Amendment and Restatement Date Flow of Funds Memorandum. With respect to such Advance to be made on the Second Amendment and Restatement Date, the Paying Agent shall neither be responsible for, nor chargeable with, knowledge of the terms and conditions of any Borrowingother agreement, instrument, or document other than Section 2.4(G) and the Second Amendment and Restatement Date Flow of Funds Memorandum, whether or not an original or a copy of such agreement has been provided to the Paying Agent; and the Paying Agent shall have no duty to know or inquire as to the performance or nonperformance of any provision of any such agreement, instrument, or document. With respect to such Advance to be made on the Second Amendment and Restatement Date, the Paying Agent will not be responsible to determine or to make inquiry into any term, capitalized, or otherwise, not defined herein. Section 2.4(G) and the Second Amendment and Restatement Date Flow of Funds Memorandum set forth all matters pertinent to the escrow of such Advance to be made on the Second Amendment and Restatement Date contemplated hereunder, and no additional obligations of the Paying Agent with respect thereto shall be inferred or implied from the terms of this Agreement or any other agreement.

Making the Advances. (a) Each Borrowing shall be made on noticenotice by the Borrower, given not later than 11:00 9:00 A.M. (New York City Tokyo time) on the third Business Day prior to the date of the proposed Borrowing by the Borrower Borrowing, to the Administrative Agent, which shall give to each Lender prompt notice thereof by telecopier or telexother electronic communication. Each notice of a Borrowing (a "Borrowing Notice"“Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, including by telecopier (or telecopier or telex, other electronic communication) in substantially the form of Exhibit B A hereto, specifying therein, among other things, therein the requested (i) date of such Borrowing (which shall be a Business Day), (ii) whether such Borrowing is to be denominated in Dollars or Euros (provided that if the Borrower fails to specify a currency in any Notice of Borrowing, then the Advances so requested shall be made in Dollars, it being understood that Dollars shall be the base currency for this Agreement), (iii) aggregate amount of such Borrowing, the amount of (iv) initial Interest Period for such Advance, if such Borrowing is to consist of Eurocurrency Rate Advances, and (v) account or accounts in which the Repayment Date proceeds of the Advances comprising such BorrowingBorrowing should be credited. Each Lender shall, before 11:00 A.M. (New York City Tokyo time) on the date of such Borrowing, Borrowing make available for the account of its Domestic Applicable Lending Office to the Administrative Agent at the applicable Administrative Agent's Account’s Office, in same day funds, such Lender's ’s ratable portion of such Borrowing. After the Administrative Agent's ’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower in immediately available funds to the account or accounts specified by depositing the proceeds of the Advances in such Dollar account of the Borrower (or of such Person as the Borrower shall specify to the Lender Administrative Agent in the Notice of Borrowing Notice or by other written notice relating to the Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify applicable Borrowing. Notwithstanding anything to the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial Lender maycontrary herein, in its sole discretion (but there shall have no obligation to), designate a financial institution or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance not be more than ten separate Borrowings of any such obligation by any such designee of the Initial Lender shall be deemed to constitute performance by the Initial Lender for all purposes of this Agreement and the Note and shall discharge the Initial Lender from such obligation to the extent of such performanceAdvances. (b) Any Borrowing Notice delivered by Anything in Section 2.02(a) to the contrary notwithstanding, (i) the Borrower may not select Eurocurrency Rate Advances if the obligation of the Lenders to make Eurocurrency Rate Advances shall then be suspended pursuant to Section 2.08 or 2.12 and (ii) the Agent Eurocurrency Rate Advances may not be outstanding as part of more than ten separate Borrowings. (c) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. The In the case of any Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurocurrency Rate Advances, the Borrower shall indemnify each Lender against any reasonable loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing Notice for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any reasonable loss (including excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (cd) The Unless the Administrative Agent shall only have received notice from a Lender prior to the time of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with Section 2.02(a) and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that any Lender shall not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to pay or to repay to the Administrative Agent forthwith on demand such corresponding amount and to pay interest thereon, for each day from the date of any Borrowing the ratable portion of such Borrowing of each Lender that such Lender has amount is made available to the Agent on Borrower until the date such amount is paid or prior repaid to the date Administrative Agent, at (i) in the case of the Borrower, the higher of (A) the interest rate applicable at the time to Advances comprising such Borrowing and (B) the cost of funds incurred by the Administrative Agent in respect of such Borrowing. amount and (dii) The failure in the case of any such Lender, the greater of the Cost of Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If the Borrower and such Lender shall pay such interest to make the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender shall pay to the Administrative Agent such corresponding principal amount, such amount so paid shall constitute such Lender’s Advance to be made by it as part of any such Borrowing shall not relieve any other Lender for all purposes of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.this

Making the Advances. (a) The initial advance in the amount of four hundred fifty United States dollars (US$450,000) shall be made on or as soon as practicable after the Effective date. (b) Each Borrowing subsequent Advance shall be made on notice, given not later than 11:00 A.M. (New York City San Francisco time) on the third Business Day prior to the date of the proposed Borrowing Advance, by the Borrower to Lender Group in the Agent, which shall give to each Lender prompt notice thereof by telecopier or telex. Each notice of a Borrowing (a "Borrowing Notice"manner set forth in Sections 1.8(d) shall be by telephone, confirmed immediately in writing, or telecopier or telex, in substantially the form of Exhibit B heretoand 6.2 below, specifying thereinthe date and amount of the Advance requested. Upon Lender Group’s receipt of such notice, among other things, Lender Group may determine in its sole and complete discretion to make or not to make the requested date of such BorrowingAdvance (and in the event Lender Group determines to make the Advance, the amount of such Borrowing and Advances by each Lender). Lender Group shall notify Borrower whether Lender Group will make the Repayment Date Advance within two Business Days of Lender Group’s receipt of the Advances comprising such Borrowingnotice requesting the Advance; provided, however, that if Lender Group does not notify Borrower of Lender Group’s agreement to make the Advance within that period, Lender Group shall be deemed to have notified Borrower that Lender Group will not make the Advance, and no further notice of Lender Group shall be required hereunder. Each If Lender shallGroup notifies Borrower of Lender Group’s agreement to make the Advance requested by Borrower, before 11:00 A.M. (New York City time) on the date of such Borrowing, make available for the account of its Domestic Lending Office to the Agent at the Agent's Account, in same day funds, such Lender's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIISection 2, Lender Group will pay the Agent will make such Advance to Borrower in same day funds available by wire transfer to the Borrower Borrower’s account for wire transfers. (c) Each Advance made by depositing the proceeds of the Advances in such Dollar account of the Borrower (or of such Person as the Borrower shall specify to the Lender in the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial Lender may, in its sole discretion (but shall have no obligation to), designate a financial institution or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee of the Initial Lender shall be deemed to constitute performance be made by such Lender severally (and not jointly with other members of Lender Group) and shall be evidenced by a promissory note in favor of each such member substantially in the Initial form of Exhibit B hereto (each, a “Note”). All other rights and obligations of “Lender for Group” hereunder shall be deemed to apply to each Lender severally (and not jointly) and all purposes of references to “Lender Group” in this Agreement shall be so interpreted and construed, provided, however, that the Note and shall discharge rights of any Lender hereunder may only be exercised through the Initial Lender from such obligation to the extent of such performanceCollateral Agent as provided herein. (bd) Any Borrowing Notice delivered by the Each notice from Borrower to the Agent Lender Group requesting an Advance shall be irrevocable and binding on the Borrower. The Borrower shall indemnify each Lender Group against any loss, cost or expense incurred by such Lender Group as a result of any failure to fulfill on or before the date specified in such Borrowing Notice notice for such Borrowing the Advance the applicable conditions set forth in Article IIISection 2, including, without limitation, any loss (including loss of anticipated profits)loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender Group to fund the Advance to be made by such Lender as part of such Borrowing when such the Advance, as a result of such failure, is not made on such date. (c) The Agent shall only make available to the Borrower on the date of any Borrowing the ratable portion of such Borrowing of each Lender that such Lender has made available to the Agent on or prior to the date of such Borrowing. (d) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (a) Each Borrowing An Advance under this Agreement may be made by the Lender to the Borrower in any of the ways set forth in clauses (i), (ii) and (iii) below: (i) The Borrower shall be made deemed to have requested the Lender to make an Advance hereunder on noticethe date of, given and in the amount of, each Uncovered Debit resulting from each use of any Check, whether or not such use by any person is authorized by the Borrower. The Lender shall make available to the Borrower, by means of a credit to the Borrower’s MS BusinesScape Account in United States Dollars and in same day funds, the amount of such Advance. The Borrower hereby authorizes Xxxxxx Xxxxxxx XX to apply the proceeds of such Advance to pay itself in reimbursement for the amount paid by it to Bank One Indiana or Bank One Ohio relating to such use of such Check. (ii) The Borrower shall give the Lender written notice not later than 11:00 A.M. a.m. (New York City time) on the third one (1) Business Day prior to the date of the any proposed Borrowing by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by telecopier or telexAdvance. Each such notice of a Borrowing (a "Borrowing Notice") an Advance shall be by telephone, confirmed immediately in writing, or telecopier fax or telexother method then authorized by the Lender, in substantially the form of Exhibit B hereto, specifying therein, among other things, and shall specify therein the requested (x) date of such BorrowingAdvance, (y) amount of such Advance and (z) the deposit account to which the wire transfer of such Advance is to be sent. Provided that the Borrower has satisfied all of the conditions for such Advance which are set forth in Article III, the Lender or its Affiliates shall, on such date, (A) make available to the Borrower, by means of a credit to the Borrower’s MS BusinesScape Account, in United States Dollars and in same day funds, the amount of such Borrowing Advance, and (B) cause the Repayment Date proceeds of such Advance to be sent by wire transfer to the deposit account at a bank in the United States as the Borrower may specify in the notice of such Advance. (iii) If any accrued interest on any Advances, or any fee or other amount due and payable under Loan Documents (other than principal on any Advance) payable hereunder shall not be paid by or on behalf of the Advances comprising Borrower as contemplated by the Section entitled “Payments and Computations”, as set forth in the Basic Loan Terms when such Borrowing. Each interest, fee or other amount becomes due and payable, the Borrower shall be deemed to have requested the Lender shallto make, before 11:00 A.M. (New York City time) and shall be deemed to agree to, an Advance hereunder on the due date of such Borrowingof, make available for and in the account of its Domestic Lending Office to the Agent at the Agent's Account, in same day fundsamount of, such Lender's ratable portion of such Borrowinginterest, fee or other amount. After the Agent's receipt of such funds and upon Upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower by depositing the proceeds of the Advances in such Dollar account of the Borrower (or of such Person as the Borrower shall specify to the Lender in the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial Lender may, in its sole discretion on such date, (but shall have no obligation to)A) make available to the Borrower, designate by means of a financial institution credit to the Borrower’s MS BusinesScape Account in United States Dollars and in same day funds, the amount of such Advance and (B) cause the proceeds of such Advance to be applied to the payment of such interest, fee or another Person to perform other amount. If, however, on such date the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee aggregate outstanding principal amount of the Initial Advances shall be $250,000 or less, the Borrower may, on or before the 20th day of the month next following such date, notify the Lender that the Borrower does not so request or agree to such Advance made pursuant to this clause (iii) and that the Borrower has paid or will pay such interest, fee or other amount by other means. If the Borrower shall so notify the Lender, such Advance and such application of proceeds pursuant to this clause (iii) shall be cancelled and the Lender shall be deemed not to constitute performance by have so made such Advance or applied the Initial Lender proceeds thereof (and, for all purposes of this Agreement and Agreement, such Advance shall not be outstanding). If, however, the Note and Borrower shall discharge not so notify the Initial Lender from on or before such obligation 20th day, the Borrower shall be deemed to the extent of have confirmed its agreement to such performanceAdvance. (b) Any Borrowing Notice delivered by The obligation of the Borrower Lender to make the Agent shall be irrevocable and binding on Advances is subject to fulfillment of the Borrower. The Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Borrowing Notice for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such dateIII hereof. (c) The Agent shall only make available to the Borrower on the date of any Borrowing the ratable portion of such Borrowing of each Lender that such Lender has made available to the Agent on or prior to the date of such Borrowing. (d) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (a) Each Borrowing Advance shall be made on notice, given not later than 11:00 A.M. (New York City San Francisco time) on the third Business Day prior to the date of the proposed Borrowing Advance, by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by telecopier or telex. Each notice of a Borrowing (a "Borrowing Notice") shall be by telephone, confirmed immediately in writing, or telecopier or telex, in substantially the form of Exhibit B heretoGroup, specifying therein, among other things, the date and amount thereof (including the amounts requested date to be made by each Lender). Upon Lender Group's receipt of such Borrowingnotice, Lender Group may determine in its sole and complete discretion to make or not to make such requested Advance (and in the event Lender Group determines to make such Advance, the amount of Advances by each Lender). Lender Group shall notify Borrower whether Lender Group will make such Borrowing and the Repayment Date Advance within two Business Days of the Advances comprising such Borrowing. Each Lender shall, before 11:00 A.M. (New York City time) on the date of such Borrowing, make available for the account of its Domestic Lending Office to the Agent at the Agent's Account, in same day funds, such Lender's ratable portion of such Borrowing. After the AgentGroup's receipt of notice requesting such funds Advance; provided, that if Lender Group shall not notify Borrower of Lender Group's agreement to make such Advance within such period, the Lender Group shall be deemed to have notified Borrower that Lender Group will not make such Advance, and no further notice of Lender Group shall be required hereunder. If Lender Group shall notify Borrower of Lender Group's agreement to make such Advance requested by Borrower and upon fulfillment of the applicable conditions set forth in Article IIISection 2, the Agent Lender Group will make such funds Advance available to the Borrower in same day funds by depositing the proceeds of the Advances in such Dollar account of the Borrower (or of such Person as the Borrower shall specify wire transfer to the Lender in the Borrowing Notice or Borrower's account for wire transfers. (b) Each Advance made by other written notice to the Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial Lender may, in its sole discretion (but shall have no obligation to), designate a financial institution or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee of the Initial Lender shall be deemed to constitute performance be made by such Lender severally (and not jointly with other members of the Initial Lender for Group) and shall be evidenced by a promissory note in favor of each such member substantially in the form of EXHIBIT A hereto (each, a "Note"). All other rights and obligations of "Lender Group" hereunder shall be deemed to apply to each Lender severally (and not jointly) and all purposes of references to "Lender Group" in this Agreement shall be so interpreted and the Note and shall discharge the Initial Lender from such obligation to the extent of such performanceconstrued. (bc) Any Borrowing Notice delivered by Each notice from the Borrower to the Agent Lender Group requesting an Advance shall be irrevocable and binding on the Borrower. The Borrower shall indemnify each the Lender Group against any loss, cost or expense incurred by such the Lender Group as a result of any failure to fulfill on or before the date specified in such Borrowing Notice notice for such Borrowing Advance the applicable conditions set forth in Article IIISection 2, including, without limitation, any loss (including loss of anticipated profits)loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such the Lender Group to fund the Advance to be made by such Lender as part of such Borrowing when such the Advance, as a result of such failure, is not made on such date. (c) The Agent shall only make available to the Borrower on the date of any Borrowing the ratable portion of such Borrowing of each Lender that such Lender has made available to the Agent on or prior to the date of such Borrowing. (d) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (a) Each Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by telecopier or telex. Each notice of a Borrowing (a "Borrowing Notice") shall be by telephone, confirmed immediately in writing, or telecopier or telex, in substantially the form of Exhibit B hereto, specifying therein, among other things, the requested date of such Borrowing, the amount of such Borrowing and the Repayment Date of the Advances comprising such Borrowing. Each Lender shall, before 11:00 A.M. (New York City time) on the date of such Borrowing, make available for the account of its Domestic Lending Office to the Agent at the Agent's Account, in same day funds, such Lender's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower by depositing the proceeds of the Advances in such Dollar account of the Borrower (or of such Person as the Borrower shall specify to the Lender in the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial Lender may, in its sole discretion (but shall have no obligation to), designate a financial institution or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee of the Initial Lender shall be deemed to constitute performance by the Initial Lender for all purposes of this Agreement and the Note and shall discharge the Initial Lender from such obligation to the extent of such performance. (b) Any Borrowing Notice delivered by the Borrower to the Agent shall be irrevocable and binding on the Borrower. The Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Borrowing Notice for such Borrowing the applicable conditions set forth in Article III111, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) The Agent shall only make available to the Borrower on the date of any Borrowing the ratable portion of such Borrowing of each Lender that such Lender has made available to the Agent on or prior to the date of such Borrowing. (d) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (a) Each Except as otherwise provided herein, the Borrower may request the Lenders to make Advances to the Borrower no more frequently than [***] by the delivery to the Administrative Agent, not later than [***] (New York City time) on any Business Day of a written notice of such request substantially in the form of Exhibit B attached hereto (each such notice, a “Notice of Borrowing”), together with a duly completed Borrowing Base Certificate, signed by a Responsible Officer and including a Schedule of Eligible Assets and Schedule of Ineligible Assets. Any Notice of Borrowing or Borrowing Base Certificate received by the Administrative Agent after the time specified in the immediately preceding sentence shall be deemed to have been received by the Administrative Agent on the next Business Day, and to the extent that results in the proposed Borrowing Date being earlier than three (3) Business Days after the date of delivery of such Notice of Borrowing, then the date specified in such Notice of Borrowing as the proposed Borrowing Date of an Advance shall be deemed to be the Business Day immediately succeeding the proposed Borrowing Date of such Advance originally specified in such Notice of Borrowing. The proposed Borrowing Date specified in a Notice of Borrowing shall be made no earlier than three (3) Business Days after the date of delivery of such Notice of Borrowing and may be up to a maximum of thirty (30) days after the date of delivery of such Notice of Borrowing. Unless otherwise provided herein, each Notice of Borrowing shall be irrevocable and shall specify (i) the aggregate principal amount of the Advance requested, and (ii) the Borrowing Date (which shall be a Business Day). (b) The aggregate principal amount of each Advance shall not be less than [***]. (c) Upon receipt by the Administrative Agent of a Notice of Borrowing and a Borrowing Base Certificate from the Borrower, the Administrative Agent shall promptly (on noticethe date of its deemed receipt of the Notice of Borrowing and the related Borrowing Base Certificate) deliver to each Lender a copy of such Notice of Borrowing and a written notice specifying each Lender’s Commitment Percentage of the amount requested by the Borrower pursuant to the applicable Notice of Borrowing. Thereafter, given each Lender shall make Advances in an aggregate amount equal to its Commitment Percentage of the amount requested by the Borrower pursuant to the applicable Notice of Borrowing; provided that to the extent the Notice of Borrowing requests Advances, the making of which would cause the aggregate amount of Advances to be in excess of the Aggregate Commitment Amount on the relevant Borrowing Date, each Lender may, in its sole and absolute discretion, with respect to the portion of such requested Advance that would constitute an Uncommitted Advance Amount on the relevant Borrowing Date, make such portion of the Advance in an amount equal to its Commitment Percentage, provided further, that if any Lender elects, in its sole and absolute discretion, not to provide all or any portion of a requested Advance that would constitute an Uncommitted Advance Amount, the other Lenders (on a pro rata basis or such other basis as may be agreed by the Lenders) may agree to provide all or any portion of such Advance. The Lenders shall make such Advances to the Administrative Agent’s Account by no later than 11:00 A.M. [***] (New York City time) on the third Business Day prior to the date Borrowing Date specified or deemed specified in such Notice of the proposed Borrowing by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by telecopier or telex. Each notice of a Borrowing (a "Borrowing Notice") shall be by telephone, confirmed immediately in writing, or telecopier or telex, in substantially the form of Exhibit B hereto, specifying therein, among other things, the requested date of such Borrowing, the amount of such Borrowing and the Repayment Date of the Advances comprising such Borrowing. Each Lender shall, before 11:00 A.M. (New York City time) on the date of such Borrowing, make available for the account of its Domestic Lending Office to the The Administrative Agent at the Agent's Account, in same day funds, such Lender's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will shall promptly make such funds Advance available to the Borrower by depositing the proceeds of the Advances in such Dollar account of the Borrower (or of such Person as the Borrower shall specify U.S. Dollars to the Lender in the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing NoticeBorrower’s Account. The parties hereto understand and agree that the Initial Lender mayFor avoidance of doubt, in its sole discretion (but shall have no obligation to), designate a financial institution or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee of the Initial Lender nothing herein shall be deemed to constitute performance by the Initial Lender for all purposes of this Agreement and the Note and shall discharge the Initial Lender from such obligation to the extent of such performance. (b) Any Borrowing Notice delivered by the Borrower to the Agent shall be irrevocable and binding on the Borrower. The Borrower shall indemnify each Lender against oblige any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Borrowing Notice for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund any Advance in excess of the Advance to be made by Aggregate Commitment Amount or such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such dateLender’s Commitment. (c) The Agent shall only make available to the Borrower on the date of any Borrowing the ratable portion of such Borrowing of each Lender that such Lender has made available to the Agent on or prior to the date of such Borrowing. (d) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (aA) Each Except as otherwise provided herein, the Borrower may request that the Lenders make Advances to the Borrower by the delivery to the Administrative Agent, each Funding Agent and the Paying Agent, not later than 1:00 P.M. (New York City time) two (2) Business Days prior to the proposed Funding Date of a written notice of such request substantially in the form of Exhibit B-2 attached hereto (each such notice, a “Notice of Borrowing”) together with a duly completed Borrowing Base Certificate signed by a Responsible Officer of the Borrower. Any Notice of Borrowing or Borrowing Base Certificate received by the Administrative Agent, the Funding Agents and the Paying Agent after the time specified in the immediately preceding sentence shall be deemed to have been received by the Administrative Agent, the Funding Agents and the Paying Agent on the next Business Day, and to the extent that results in the proposed Funding Date being earlier than two (2) Business Days after the date of delivery of such Notice of Borrowing, then the date specified in such Notice of Borrowing as the proposed Funding Date of an Advance shall be deemed to be the Business Day immediately succeeding the proposed Funding Date of such Advance specified in such Notice of Borrowing. The proposed Funding Date specified in a Notice of Borrowing shall be no earlier than two (2) Business Days after the date of delivery of such Notice of Borrowing and may be up to a maximum of thirty (30) days after the date of delivery of such Notice of Borrowing. Unless otherwise provided herein, each Notice of Borrowing shall be irrevocable. The aggregate principal amount of the Class A Advance and Class B Advance requested by the Borrower for any Funding Date shall not be less than the lesser of (x) $[***] and (y) the remaining amount necessary in order for the Borrower to fully utilize all available Commitments. If the Administrative Agent delivers a written notice (including by electronic mail) to the Borrower contesting the Borrower’s calculations or any statement within such Notice of Borrowing, it shall promptly inform the Borrower. The Borrower may then deliver an amended Notice of Borrowing to the Administrative Agent, the Funding Agents and the Paying Agent or, by written notice, rescind the Notice of Borrowing. (B) The Notice of Borrowing shall specify (i) the aggregate amount of Class A Advances requested together with the allocated amount of Class A Advances to be paid by each Class A Lender Group based on its respective Class A Lender Group Percentage, (ii) the aggregate amount of Class B Advances requested together with the allocated amount of Class B Advances to be paid by each Class B Lender Group based on its respective Class B Lender Group Percentage and (iii) the Funding Date. The amount of Class A Advances to Class B Advances requested shall be determined on a pro rata basis based on the Class A Borrowing Base and Class B Borrowing Base as of the proposed Funding Date; provided that the Borrower may request Class A Advances and/or Class B Advances which are not pro rata to the extent that the outstanding Advances made by any Non-Conduit Xxxxxx, together with the amount of Advances to be made by such Non-Conduit Lender after giving effect to such requested Advances, equal its Commitment. Each Funding Agent may, in its sole discretion, allocate any requested Advances among the Lenders in its Lender Group. 118556040.20118095118.53 -5- (C) With respect to the Advances to be made on noticethe Original Closing Date, given not each Lender shall pay the amount of its Advance by wire transfer of such funds to the Borrower’s Account no later than 11:00 A.M. 4:00 P.M. (New York City time) on the third Business Day prior Original Closing Date. (D) With respect to the date of Advances to be made on any Funding Date, other than the proposed Borrowing initial Advance made on the Original Closing Date, upon a determination by the Borrower Administrative Agent that all conditions precedent to the AgentAdvances to be made on such Funding Date set forth in Section 3.2 have been satisfied or otherwise waived, which shall give to each Lender prompt notice thereof shall fund the amount of its Advance by telecopier or telex. Each notice wire transfer of a Borrowing such funds in accordance with the Borrower’s written instructions initiated no later than 2:00 P.M. (a "Borrowing Notice"New York City time) on such Funding Date. (E) Notwithstanding the foregoing, if any Non-Conduit Lender who shall be by telephone, confirmed immediately have previously notified the Borrower in writing, or telecopier or telex, in substantially the form of Exhibit B H hereto, specifying thereinthat it has incurred any external cost, among fee or expense directly related to and as a result of the “liquidity coverage ratio” under Basel III in respect of its Commitment hereunder or any liquidity agreement between such Non-Conduit Lender and the Conduit Lender, or its interest in the Advances, such Non-Conduit Lender may, upon receipt of a Notice of Borrowing pursuant to Section 2.4(A), notify the Borrower in writing by 5:00 P.M. (New York City time) two (2) Business Days prior to the Funding Date specified in such Notice of Borrowing, in substantially the form of Exhibit I hereto (a “Delayed Funding Notice”), of its intent to fund (or, if applicable and if such Conduit Lender so agrees in its sole discretion, have its Conduit Lender, if applicable, fund all or part of) its allocated amount of the related Advance in an amount that would, if combined with all other thingsrequested Advances within the past thirty-five (35) days, exceed $[***] (such amount, the requested “Delayed Amount”) on a Business Day that is on or before the thirty-fifth (35th) day following the date of delivery of such Non-Conduit Lender of such Delayed Funding Notice (the “Delayed Funding Date”) rather than on the date specified in such Notice of Borrowing. If any Non-Conduit Lender provides a Delayed Funding Notice to the Borrower following the delivery by the Borrower of a Notice of Borrowing, the amount Borrower may revoke such Notice of such Borrowing by delivering written notice of the same to the Administrative Agent and the Repayment Date of the Advances comprising such Borrowing. Each Lender shall, before 11:00 A.M. Funding Agents by 12:00 P.M. (New York City time) on the date Business Day preceding the related Funding Date. No Non-Conduit Lender that has provided a Delayed Funding Notice in respect of such Borrowing, make available for the account an Advance (a “Delayed Funding Lender”) shall be considered to be in default of its Domestic Lending Office obligation to fund its Delayed Amount pursuant to Section 2.4(D) hereunder unless and until it has failed to fund the Delayed Amount on or before the Delayed Funding Date. A Delayed Funding Lender is not obliged to fund until thirty-five (35) days have elapsed since the funding request. For the avoidance of doubt, a Delayed Funding Lender shall be required to fund its Delayed Amount regardless of the occurrence of an Amortization Event, Event of Default, Potential Amortization Event or Potential Default which occurs during the period from and including the related Funding Date to and including the related Delayed Funding Date, unless such Amortization Event, Event of Default, Potential Amortization Event or Potential Default relates to an Insolvency Event with respect to the Borrower. (F) If (i) one or more Delayed Funding Lenders provide a Delayed Funding Notice to the Borrower in respect of a Notice of Borrowing and (ii) the Borrower shall not have revoked the Notice of Borrowing prior to the Business Day preceding such Funding Date, the Administrative Agent at shall, by no later than 12:00 P.M. (New York City time) on the Agent's AccountBusiness Day preceding such Funding Date, in same day funds, direct each Lender Group and each Non-Conduit Lender that is not a Delayed 118556040.20118095118.53 -6- Funding Lender with respect to such Funding Date (each a “Non-Delayed Funding Lender's ratable ”) to fund an additional portion of such BorrowingAdvance on such Funding Date equal to such Non-Delayed Funding Lender’s proportionate share (based upon such Non-Delayed Funding Lender’s Commitment relative to the sum of the Commitments of all Non-Delayed Funding Lenders) of the aggregate Delayed Amounts with respect to such Funding Date; provided, that in no event shall a Non-Delayed Funding Lender be required to fund any amounts in excess of its Commitment. Subject to Section 2.4(D), in the case of a Non-Delayed Funding Lender that is a Non-Conduit Lender, such Non-Conduit Lender hereby agrees, or, in the case of a Non-Delayed Funding Lender that is a Lender Group, the Conduit Lender in such Lender Group may agree, in its sole discretion, and the Non-Conduit Lenders in such Lender Group hereby agree, to fund such portion of the Advance on such Funding Date. (G) After the Agent's receipt Non-Delayed Funding Lenders fund a Delayed Amount on any Funding Date in accordance with Section 2.4(F), the Delayed Funding Lender in respect of such funds Delayed Amount will be obligated to fund an amount equal to the excess, if any, of (a) such Delayed Amount over (b) the amount, if any, by which the portion of any principal distribution amount paid to such Non-Delayed Funding Lenders pursuant to Section 2.7 or any decrease to the outstanding principal balance made in accordance with Section 2.8, on any date during the period from and upon fulfillment including such Funding Date to but excluding the Delayed Funding Date for such Delayed Amount, was greater than what it would have been had such Delayed Amount been funded by such Delayed Funding Lender on such Funding Date (the “Delayed Funding Reimbursement Amount”) with respect to such Delayed Amount on or before its Delayed Funding Date, irrespective of whether the applicable Borrower would be able to satisfy the conditions set forth in Article IIISection 3.2(A) to an Advance, in an amount equal to such Delayed Funding Reimbursement Amount on such Delayed Funding Date. Such Delayed Funding Lender shall fund such Delayed Funding Reimbursement Amount on such Delayed Funding Date by paying such amount to the Administrative Agent will make in immediately available funds, and the Administrative Agent shall distribute such funds available to each such Non-Delayed Funding Lender, pro rata based on the Borrower by depositing the proceeds of the Advances in such Dollar account of the Borrower (or relative amount of such Person as the Borrower shall specify to the Lender in the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial Lender may, in its sole discretion (but shall have no obligation to), designate a financial institution or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee of the Initial Lender shall be deemed to constitute performance by the Initial Lender for all purposes of this Agreement and the Note and shall discharge the Initial Lender from such obligation to the extent of such performance. (b) Any Borrowing Notice delivered by the Borrower to the Agent shall be irrevocable and binding on the Borrower. The Borrower shall indemnify each Lender against any loss, cost or expense incurred Delayed Amount funded by such Non-Delayed Funding Lender as a result of any failure to fulfill on or before the date specified in such Borrowing Notice for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such dateFunding Date pursuant to Section 2.4(F). (c) The Agent shall only make available to the Borrower on the date of any Borrowing the ratable portion of such Borrowing of each Lender that such Lender has made available to the Agent on or prior to the date of such Borrowing. (d) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (a) Each Except as otherwise provided herein, the Borrower may request the Lenders to make Advances to the Borrower no more frequently than [***] per week by the delivery to the Administrative Agent, not later than [***] (New York City time) on any Business Day of a written notice of such request substantially in the form of Exhibit B attached hereto (each such notice, a “Notice of Borrowing”), together with a duly completed Borrowing Base Certificate, signed by a Responsible Officer and including a Schedule of Assets and Schedule of Ineligible Assets. Any Notice of Borrowing or Borrowing Base Certificate received by the Administrative Agent after the time specified in the immediately preceding sentence shall be deemed to have been received by the Administrative Agent on the next Business Day, and to the extent that results in the proposed Borrowing Date being earlier than three (3) Business Days after the date of delivery of such Notice of Borrowing, then the date specified in such Notice of Borrowing as the proposed Borrowing Date of an Advance shall be deemed to be the Business Day immediately succeeding the proposed Borrowing Date of such Advance originally specified in such Notice of Borrowing. The proposed Borrowing Date specified in a Notice of Borrowing shall be made no earlier than three (3) Business Days after the date of delivery of such Notice of Borrowing and may be up to a maximum of thirty (30) days after the date of delivery of such Notice of Borrowing. Unless otherwise provided herein, each Notice of Borrowing shall be irrevocable and shall specify (i) the aggregate principal amount of the Advance requested, and (ii) the Borrowing Date (which shall be a Business Day). (b) The aggregate principal amount of each Advance shall not be less than [***]. (c) Upon receipt by the Administrative Agent of a Notice of Borrowing and a Borrowing Base Certificate from the Borrower, the Administrative Agent shall promptly (on noticethe date of its deemed receipt of the Notice of Borrowing and the related Borrowing Base Certificate) deliver to each Lender a copy of such Notice of Borrowing and a written notice specifying each Lender’s ApplicableCommitment Percentage of the amount requested by the Borrower pursuant to the applicable Notice of Borrowing. Thereafter, given each Lender shall make Advances in an aggregate amount equal to its ApplicableCommitment Percentage of the amount requested by the Borrower pursuant to the applicable Notice of Borrowing; provided that to the extent the Notice of Borrowing requests Advances, the making of which would cause the aggregate amount of Advances to be in excess of the Aggregate Commitment on the relevant Borrowing Date, each Lender may, in its sole and absolute discretion, with respect to the portion of such requested Advance that would constitute an Uncommitted Advance Amount on the relevant Borrowing Date, make such portion of the Advance in an amount equal to its Commitment Percentage, provided further, that if any Lender elects, in its sole and absolute discretion, not to provide all or any portion of a requested Advance that would constitute an Uncommitted Advance Amount, the other Lenders (on a pro rata basis or such other basis as may be agreed by the Lenders) may agree to provide all or any portion of such Advance. The Lenders shall make such Advances to the Administrative Agent’s Account by no later than 11:00 A.M. [***] (New York City time) on the third Business Day prior to the date Borrowing Date specified or deemed specified in such Notice of the proposed Borrowing by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by telecopier or telex. Each notice of a Borrowing (a "Borrowing Notice") shall be by telephone, confirmed immediately in writing, or telecopier or telex, in substantially the form of Exhibit B hereto, specifying therein, among other things, the requested date of such Borrowing, the amount of such Borrowing and the Repayment Date of the Advances comprising such Borrowingthe. Each Lender shall, before 11:00 A.M. (New York City time) on the date of such Borrowing, make available for the account of its Domestic Lending Office to the The Administrative Agent at the Agent's Account, in same day funds, such Lender's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will shall promptly make such funds Advance available to the Borrower by depositing the proceeds of the Advances in such Dollar account of the Borrower (or of such Person as the Borrower shall specify U.S. Dollars to the Lender in the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing NoticeBorrower’s Account. The parties hereto understand and agree that the Initial Lender mayFor avoidance of doubt, in its sole discretion (but shall have no obligation to), designate a financial institution or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee of the Initial Lender nothing herein shall be deemed to constitute performance by the Initial Lender for all purposes of this Agreement and the Note and shall discharge the Initial Lender from such obligation to the extent of such performance. (b) Any Borrowing Notice delivered by the Borrower to the Agent shall be irrevocable and binding on the Borrower. The Borrower shall indemnify each Lender against oblige any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Borrowing Notice for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund any Advance in excess of the Advance to be made by Aggregate Commitment or such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such dateLender’s Commitment. (c) The Agent shall only make available to the Borrower on the date of any Borrowing the ratable portion of such Borrowing of each Lender that such Lender has made available to the Agent on or prior to the date of such Borrowing. (d) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (a) Interest Advances shall be made in one or more Borrowings by delivery to the Liquidity Provider of one or more written and completed Notices of Borrowing in substantially the form of Annex I attached hereto, signed by a Responsible Officer of the Borrower, in an amount not exceeding the Maximum Available Commitment at such time and shall be used solely for the payment when due of interest on the Securities at the Debt Rate (not to exceed the Capped Interest Rate) for the applicable Interest Period in accordance with Section 3.5(a) of the Indenture. Each Interest Advance made hereunder shall automatically reduce the Maximum Available Commitment and the amount available to be borrowed hereunder by subsequent Advances by the amount of such Interest Advance (subject to reinstatement as provided in the next sentence). Upon repayment to the Liquidity Provider in full of the amount of any Interest Advance made pursuant to this Section 2.02(a), together with accrued interest thereon (as provided herein), the Maximum Available Commitment shall be reinstated by the amount of such repaid Interest Advance, but not to exceed the Maximum Commitment; PROVIDED, HOWEVER, that the Maximum Available Commitment shall not be so reinstated at any time if (i) a Liquidity Event of Default shall have occurred and be continuing and the Securities are Non-Performing or (ii) the Liquidity Provider Reimbursement Date shall have occurred. (b) A Non-Extension Advance shall be made in a single Borrowing if this Agreement is not extended in accordance with Section 3.5(d) of the Indenture (unless a Replacement Liquidity Facility to replace this Agreement shall have been delivered to the Borrower as contemplated by said Section 3.5(d) within the time period specified in such Section) by delivery to the Liquidity Provider of a written and completed Notice of Borrowing in substantially the form of Annex II attached hereto, signed by a Responsible Officer of the Borrower, in an amount equal to the Maximum Available Commitment at such time, and shall be used to fund the Cash Collateral Account in accordance with said Section 3.5(d) and Section 3.5(f) of the Indenture. (c) A Downgrade Advance shall be made in a single Borrowing upon a downgrading of the Guarantor's short-term unsecured debt rating issued by Moody's or Standard & Poor's below the applicable Threshold Rating or the Guarantee Agreement ceasing to be in full force and effect or becoming invalid or unenforceable or the Guarantor denying its liability thereunder (as provided for in Section 3.5(c) of the Indenture) unless a Replacement Liquidity Facility to replace this Agreement shall have been previously delivered to the Borrower in accordance with said Section 3.5(c), by delivery to the Liquidity Provider of a written and completed Notice of Borrowing in substantially the form of Annex III attached hereto, signed by a Responsible Officer of the Borrower, in an amount equal to the Maximum Available Commitment at such time, and shall be used to fund the Cash Collateral Account in accordance with said Section 3.5(c) and Section 3.5(f) of the Indenture. (d) A Final Advance shall be made in a single Borrowing upon the receipt by the Borrower of a Termination Notice from the Liquidity Provider pursuant to Section 6.01 hereof by delivery to the Liquidity Provider of a written and completed Notice of Borrowing in substantially the form of Annex IV attached hereto, signed by a Responsible Officer of the Borrower, in an amount equal to the Maximum Available Commitment at such time, and shall be used to fund the Cash Collateral Account (in accordance with Sections 3.5(f) and 3.5(i) of the Indenture). (e) Each Borrowing shall be made on noticenotice in writing (a "NOTICE OF BORROWING") in substantially the form required by Section 2.02(a), 2.02(b), 2.02(c) or 2.02(d), as the case may be, given not by the Borrower to the Liquidity Provider. If a Notice of Borrowing is delivered by the Borrower in respect of any Borrowing no later than 11:00 A.M. 1:00 p.m. (New York City time) on a Business Day, upon satisfaction of the conditions precedent set forth in Section 4.02 with respect to a requested Borrowing, the Liquidity Provider shall make available to the Borrower, in accordance with its payment instructions, the amount of such Borrowing in U.S. dollars and immediately available funds, before 4:00 p.m. (New York City time) on such Business Day or on such later Business Day specified in such Notice of Borrowing. If a Notice of Borrowing is delivered by the Borrower in respect of any Borrowing on a day that is not a Business Day or after 1:00 p.m. (New York City time) on a Business Day, upon satisfaction of the conditions precedent set forth in Section 4.02 with respect to a requested Borrowing, the Liquidity Provider shall make available to the Borrower, in accordance with its payment instructions, the amount of such Borrowing in U.S. dollars and in immediately available funds, before 12:00 Noon (New York City time) on the third first Business Day prior to next following the date day of the proposed receipt of such Notice of Borrowing or on such later Business Day specified by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by telecopier or telexin such Notice of Borrowing. Each notice Payments of proceeds of a Borrowing (a "Borrowing Notice") shall be made by telephone, confirmed wire transfer of immediately available funds to the Borrower in writing, or telecopier or telexaccordance with such wire transfer instructions as the Borrower shall furnish from time to time to the Liquidity Provider for such purpose. Each Notice of Borrowing shall be irrevocable and binding on the Borrower. (f) Upon the making of any Advance requested pursuant to a Notice of Borrowing, in substantially accordance with the form of Exhibit B hereto, specifying therein, among other thingsBorrower's payment instructions, the requested date Liquidity Provider shall be fully discharged of its obligation hereunder with respect to such Notice of Borrowing, and the Liquidity Provider shall not thereafter be obligated to make any further Advances hereunder in respect of such Borrowing, Notice of Borrowing to the amount Borrower or to any other Person. If the Liquidity Provider makes an Advance requested pursuant to a Notice of such Borrowing and the Repayment Date of the Advances comprising such Borrowing. Each Lender shall, before 11:00 A.M. 12:00 Noon (New York City time) on the second Business Day after the date of payment specified in Section 2.02(e), the Liquidity Provider shall have fully discharged its obligations hereunder with respect to such BorrowingAdvance and an event of default shall not have occurred hereunder. Following the making of any Advance pursuant to Section 2.02(b), make available for (c) or (d) hereof to fund the account of its Domestic Lending Office Cash Collateral Account, the Liquidity Provider shall have no interest in or rights to the Agent at the Agent's Cash Collateral Account, the funds constituting such Advance or any other amounts from time to time on deposit in same day funds, such Lender's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment Cash Collateral Account; PROVIDED that the foregoing shall not affect or impair the obligations of the applicable conditions set forth Trustee to make the distributions contemplated by Section 3.5(e) or 3.5(f) of the Indenture, and PROVIDED FURTHER, that the foregoing shall not affect or impair the rights of the Liquidity Provider to provide written instructions with respect to the investment and reinvestment of amounts in Article III, the Agent will make such funds available Cash Collateral Account to the extent provided in Section 8.13(b) of the Indenture. By paying to the Borrower by depositing the proceeds of the Advances in such Dollar account of requested by the Borrower (or of such Person as the Borrower shall specify to the Lender in the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial Lender may, in its sole discretion (but shall have no obligation to), designate a financial institution or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance provisions of this Agreement, the Liquidity Provider makes no representation as to, and assumes no responsibility for, the correctness or sufficiency for any such obligation by any such designee purpose of the Initial Lender shall be deemed to constitute performance by the Initial Lender for all purposes of this Agreement and the Note and shall discharge the Initial Lender from such obligation to the extent of such performance. (b) Any Borrowing Notice delivered by the Borrower to the Agent shall be irrevocable and binding on the Borrower. The Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Borrowing Notice for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason amount of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be Advances so made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such dateand requested. (c) The Agent shall only make available to the Borrower on the date of any Borrowing the ratable portion of such Borrowing of each Lender that such Lender has made available to the Agent on or prior to the date of such Borrowing. (d) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. Upon fulfillment of the conditions set forth in Article III hereof, an Advance under this Agreement may be made by the Lender to the Borrower as follows: (a) Each Borrowing The Lender or its Affiliates shall make an Advance by wire transfer or such other means agreed to by the Lender in its sole and absolute discretion as follows: (i) Wire transfers shall be made on notice, given pursuant to written notice and wire instructions provided by the Borrower to the Lender not later than 11:00 A.M. (New York City timeA) 1:00 p.m. (Eastern Time) on the third date the Borrower desires such proposed Advance to be funded for Advances other than LIBO Rate Loans and SWAP Rate Loans, or (B) by 12:00 noon (Eastern Time) two (2) Business Day Days prior to the date of the proposed Borrowing by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by telecopier or telexAdvance for LIBO Rate Loans and SWAP Rate Loans. Each such notice of a Borrowing (a "Borrowing Notice") an Advance shall be by telephone, confirmed immediately in writing, or telecopier fax or telexother method then authorized by the Lender, in substantially the form of Exhibit B hereto, specifying therein, among other things, and shall specify therein (A) the requested date of such BorrowingAdvance, (B) the requested amount of such Borrowing Advance, and (C) any other instructions which are required to enable the Lender to make the Advance. The Lender or its Affiliates shall, on the requested date, cause the proceeds of such Advance to be advanced for or on account of the Borrower by wire transfer to an account designated by, and pursuant to wire instructions provided by, the Borrower or in any other manner agreed to by the Lender. (ii) Each Advance shall be in an amount greater than or equal to $100,000.00. (b) The Borrower may request that an Advance be disbursed by wire transfer or such other means as offered by the Lender from time to time. For disbursements requested to be made by wire transfer, the Borrower’s request shall specify the deposit account to which proceeds of the Advance are to be sent or deposited. The Lender may rely on account information provided by the Borrower in a wire transfer or other request without investigation and the Repayment Date Borrower bears the entire risk of wire or other transfers to the wrong account because of incorrect account information provided by the Borrower. (c) If any accrued interest on the Revolving Loan, or any fee or other amount (other than principal on any Advance) payable hereunder shall not be paid by or on behalf of the Advances comprising Borrower as contemplated by the paragraph entitled “Payments and Computations” set forth in the Basic Terms section of this Agreement when such Borrowing. Each interest, fee or other amount becomes due and payable, the Borrower shall be deemed to have requested the Lender shallmake, before 11:00 A.M. (New York City time) and shall be deemed to have agreed to, an Advance hereunder on the due date of such Borrowingof, make available for and in the account of its Domestic Lending Office to the Agent at the Agent's Account, in same day fundsamount of, such Lender's ratable portion of such Borrowinginterest, fee or other amount. After the Agent's receipt of such funds and upon Upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower by depositing the proceeds of the Advances in such Dollar account of the Borrower (or of such Person as the Borrower shall specify to the Lender in the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial Lender may, in its sole discretion (but shall have no obligation to)on such date, designate a financial institution make available to the Borrower, the amount of such Advance and cause the proceeds of such Advance to be applied to the payment of such interest, fee or another Person to perform other amount. If, however, on such date the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee aggregate outstanding principal amount of the Initial Revolving Loan shall be $250,000.00 or less, the Borrower may, on or before (i) the fifteenth (15th) day of each month for payments made via check/lockbox or wire transfer, or (ii) the tenth (10th) day of each month for payments made via ACH next following such date, notify the Lender that the Borrower does not so request or agree to such Advance made pursuant to this clause (c) and that the Borrower has paid or will pay such interest, fee or other amount by other means. If the Borrower shall so notify the Lender, such Advance and such application of proceeds pursuant to this clause (c) shall be cancelled and the Lender shall be deemed not to constitute performance by have so made such Advance or applied the Initial Lender proceeds thereof (and, for all purposes of this Agreement and the Note and Agreement, such Advance shall discharge the Initial Lender from such obligation to the extent of such performance. (b) Any Borrowing Notice delivered by not be outstanding). If, however, the Borrower to shall not so notify the Agent shall be irrevocable and binding on the Borrower. The Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before (i) the date specified in fifteenth (15th) day of each month for payments made via check/lockbox or wire transfer, or (ii) the tenth (10th) day of each month for payments made via ACH next following such Borrowing Notice for such Borrowing date, the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender Borrower shall be deemed to fund the Advance have confirmed its agreement to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) The Agent shall only make available to the Borrower on the date of any Borrowing the ratable portion of such Borrowing of each Lender that such Lender has made available to the Agent on or prior to the date of such Borrowing. (d) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (a) Each Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing by the Borrower to the Administrative Agent; provided that, except with respect to Borrowings the proceeds of which shall be used to pay interest owing on Borrowings as permitted hereunder: (i) the Borrower may not give more than one such notice in any calendar month; and (ii) for any Borrowing proposed to be made after December 31, 1999, the date of each Borrowing shall be the twentieth day of each calendar month; provided that if such date is not a Business Day, the date of Borrowing shall be the next Business Day. The Administrative Agent shall give to each Lender prompt notice thereof by telecopier or telex. Each such notice of a Borrowing (a "Borrowing NoticeNotice of Borrowing") shall be by telephone, confirmed immediately in writing, or telecopier or telex, in substantially the form of Exhibit B heretoB, specifying therein, among other things, : (A) the requested date of such Borrowing, , (B) the requested aggregate amount of such Borrowing Borrowing, (C) the Vendor's invoices to be paid with the proceeds of such Borrowing, the respective amounts of such invoices to be paid and the Repayment Date aggregate amount of such invoices to be paid, and (D) any payments of interest owing on Borrowings to be paid with the Advances comprising proceeds of such BorrowingBorrowing as permitted hereunder. Each Lender having an applicable Commitment to fund an Advance shall, before 11:00 A.M. (New York City time) on the date of such Borrowing, make available for the account of its Domestic Lending Office to the Administrative Agent at the Administrative Agent's Account, in same day funds, such Lender's ratable portion of such Borrowing; provided that if a Commitment is assigned by the Initial Lender after receipt of a Notice of Borrowing but prior to the Borrowing related thereto (any such assigned Commitment, a "Fronting Commitment"), and the Assignment and Acceptance relating thereto specifies such assigned Commitment is a Fronting Commitment, the Initial Lender's ratable portion of such Borrowing shall equal (w) the amount the Initial Lender would have funded in respect of such Borrowing calculated without giving effect to such assignment minus (x) the amount of such Fronting Commitment, and the assignee's ratable portion of such Borrowing shall equal (y) the amount such assignee would have funded in respect of such Borrowing calculated without giving effect to any assignment under which such assignee was assigned a Fronting Commitment plus (z) the amount of such Fronting Commitment. After the Administrative Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower by depositing the proceeds of the Advances in such Dollar account of the Borrower (or of such Person as the Borrower shall specify to the Lender in the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial Lender may, in its sole discretion (but shall have no obligation to), designate a financial institution or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereofBorrower. The Borrower agrees that performance irrevocably directs the Administrative Agent to make available to the Borrower the portion of any Borrowing to be used to pay amounts owing to the Vendor, as specified in the related Notice of Borrowing to such obligation by account as notified to the Administrative Agent in the related Notice of Borrowing and to pay the portion to of any Borrowing to be used to pay interest owing to the Lenders to the extent permitted hereunder, as specified in the related Notice of Borrowing, to the Lenders entitled thereto; provided that, if such designee of account is not with the Initial Lender Administrative Agent such Borrowing shall be deemed to constitute performance by have been made when the Initial Lender for all purposes Administrative Agent shall have initiated the transfer of this Agreement and the Note and shall discharge the Initial Lender from funds comprising such obligation Borrowing to the extent of such performanceaccount. (b) Any Each Notice of Borrowing Notice delivered by the Borrower to the Agent shall be irrevocable and binding on the Borrower. The Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing Notice for such Borrowing the applicable conditions set forth in Article III, including, including (without limitation, ) any loss (including loss of anticipated profits)loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. The loss to any Lender attributable to any such failure shall be deemed to be an amount determined by such Lender to be equal to the excess, if any, of (i) the amount of interest that such Lender would pay for a deposit equal to the principal amount of the applicable Eurodollar Rate Advance not borrowed for the duration of the Interest Period that would have resulted from such borrowing if the interest rate payable on such deposit were equal to the Eurodollar Rate for such Interest period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an Affiliate of such Lender) for dollar deposits from other banks in the eurodollar market at the commencement of such period. A certificate as to the amount of such loss, cost or expense, submitted to the Borrower by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (c) The Unless the Administrative Agent shall only have received notice from a Lender that has an applicable Commitment prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the date of any Borrowing the ratable portion of such Borrowing of each Lender extent that such Lender has shall not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree 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 Agent on or prior Borrower until the date such amount is repaid to the date Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Advances comprising such Borrowing and (ii) in the case of such BorrowingLender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender's Advance as part of such Borrowing for purposes of this Agreement. (d) The failure of any Lender obligated to make the an Advance to make such Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the any Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (aA) Each Except as otherwise provided herein, the Borrower may request the Lenders to make Advances to the Borrower by the delivery to the Administrative Agent and each Funding Agent, not later than 1:00 P.M. (New York City time) two (2) Business Days prior to the proposed Borrowing Date of a written notice of such request substantially in the form of Exhibit B-2 attached hereto (each such notice, a “Notice of Borrowing”) together with a duly completed Borrowing Base Certificate signed by a Responsible Officer of the Borrower. Any Notice of Borrowing or Borrowing Base Certificate received by the Administrative Agent and each Funding Agent after the time specified in the immediately preceding sentence shall be deemed to have been received by the Administrative Agent and each Funding Agent on the next Business Day, and to the extent that results in the proposed Borrowing Date being earlier than two (2) Business Days after the date of delivery of such Notice of Borrowing, then the date specified in such Notice of Borrowing as the proposed Borrowing Date of an Advance shall be deemed to be the Business Day immediately succeeding the proposed Borrowing Date of such Advance specified in such Notice of Borrowing. The proposed Borrowing Date specified in a Notice of Borrowing shall be made on no earlier than two Business Days after the date of delivery of such Notice of Borrowing and may be up to a maximum of thirty (30) days after the date of delivery of such Notice of Borrowing. Unless otherwise provided herein, each Notice of Borrowing shall be irrevocable and shall specify (i) the aggregate principal amount of the Advance requested and (ii) the Borrowing Date (which shall be a Business Day). If the Administrative Agent contests the Borrower’s calculations or any statement within a Notice of Borrowing, it shall promptly inform the Borrower in writing (including by electronic mail) and no Lender shall be obligated to make an Advance in accordance with such Notice of Borrowing. The Borrower may then deliver an amended Notice of Borrowing to the Administrative Agent and each Funding Agent or, by written notice, given rescind the Notice of Borrowing; provided that if the Borrower elects to deliver an amended Notice of Borrowing, such amended Notice of Borrowing shall reflect a proposed Borrowing Date no earlier than two (2) Business Days after the date of delivery of such amended Notice of Borrowing. (A) The aggregate principal amount of each Advance by the Borrower shall not be less than $1,000,000. (B) The Notice of Borrowing shall specify the aggregate amount of Advances requested together with the allocated amount of Advances to be paid by each Lender Group based on its respective Lender Group Percentage; provided, that if any portion of any such Advance is to be made pursuant to Section 2.16(A), the Notice of Borrowing shall only specify the amount that is to be paid by a Lender or Lender Group, as applicable, in respect of an amount that, taken together with its outstanding Advances, exceeds its aggregate Commitments (but subject to the Maximum Facility Amount applicable to such Lender or such Lender Group). Promptly upon receipt of a Notice of Borrowing, each Funding Agent shall advise each Lender within its Lender Group of the details thereof and the respective Lender’s Advance; provided that each Funding Agent may, in its sole discretion, allocate any requested Advances among the Lenders in its Lender Group. Each Conduit Lender may, in its sole discretion, and the Committed Lender or the Committed Lenders shall, if the Conduit Lender in its or their related Lender Group elects, in its sole discretion, not to do so or if there is no Conduit Lender in its related Lender Group, initiate the wire for the applicable Advances in an amount, for each Lender Group, equal to its Lender Group Percentage of the amounts requested by the Borrower pursuant to the applicable Notice of Borrowing to the Borrower’s Loan Proceeds Account by no later than 11:00 A.M. 2:00 P.M. (New York City time) on the third Business Day prior Borrowing Date specified or deemed specified in such Notice of Borrowing. In connection with the funding of each Advance, the Borrower (or the Administrative Agent, on the Borrower’s behalf, out of the proceeds of the initial Advance) shall cause to be deposited into the Liquidity Reserve Account an amount such that the amount on deposit therein is equal to the date of Liquidity Reserve Account Required Balance. (C) Notwithstanding the proposed Borrowing by foregoing, if any Lender Group who, through its Funding Agent, shall have previously notified the Borrower to the Agent, which shall give to each Lender prompt notice thereof by telecopier or telex. Each notice of a Borrowing (a "Borrowing Notice") shall be by telephone, confirmed immediately in writing, or telecopier or telex, in substantially the form of Exhibit B E hereto, specifying thereinthat it has incurred any cost, among fee or expense directly related to and as a result of the “liquidity coverage ratio” under Basel III in respect of the Commitment of the Committed Lender in such Lender Group or any liquidity agreement between a Committed Lender and the Conduit Lender in such Lender Group, or its interest in the Advances, such Lender Group may, through its Funding Agent, upon receipt of a Notice of Borrowing pursuant to Section 2.4(A), notify the Borrower in writing by 5:00 P.M. (New York City time) two (2) Business Days prior to the Borrowing Date specified in such Notice of Borrowing, in substantially the form of Exhibit F hereto (a “Delayed Funding Notice”), of its intent to fund all or part of its allocated amount of the related Advance in an amount that would, if combined with all other thingsAdvances requested by the Borrower to such Lender Group within the past thirty-five (35) days, exceed $20,000,000 (such excess amount, the requested “Delayed Amount”) on a Business Day that is on or before the thirty-fifth (35th) day following the date of delivery of such Funding Agent of such Delayed Funding Notice (the “Delayed Funding Date”) rather than on the date specified in such Notice of Borrowing. If any Funding Agent provides a Delayed Funding Notice to the Borrower following the delivery by the Borrower of a Notice of Borrowing, the amount Borrower may revoke such Notice of Borrowing by delivering written notice of the same to the Administrative Agent and the Funding Agents by 12:00 P.M. (New York city time) on the Business Day preceding the related Borrowing Date. No Lender Group (or the Committed Lenders forming part thereof) that has provided a Delayed Funding Notice in respect of an Advance (a “Delayed Funding Group”) shall be considered to be in default of its obligation to fund its Delayed Amount pursuant to Section 2.4(C) hereunder unless and until it has failed to fund the Delayed Amount on or before the Delayed Funding Date. A Delayed Funding Group is not obliged to fund until thirty-five (35) days have elapsed since the funding request. For the avoidance of doubt, the Committed Lender in a Delayed Funding Group shall be required to fund its Delayed Amount regardless of the occurrence of an Amortization Event, Event of Default, Potential Amortization Event or Potential Default which occurs during the period from and including the related Borrowing Date to and including the related Delayed Funding Date, unless such Amortization Event, Event of Default, Potential Amortization Event or Potential Default relates to an Insolvency Event with respect to the Borrower. (D) If (i) one or more Delayed Funding Groups provide a Delayed Funding Notice to the Borrower in respect of a Notice of Borrowing and (ii) the Borrower shall not have revoked the Notice of Borrowing prior to the Business Day preceding such Borrowing and Date, the Repayment Date of the Advances comprising such Borrowing. Each Lender Administrative Agent shall, before 11:00 A.M. by no later than 12:00 P.M. (New York City time) on the date of Business Day preceding such BorrowingBorrowing Date, make available for the account of its Domestic Lending Office direct each Lender Group that is not a Delayed Funding Group with respect to the Agent at the Agent's Account, in same day funds, such Lender's ratable Borrowing Date (each a “Non-Delayed Funding Group”) to fund an additional portion of such BorrowingAdvance on such Borrowing Date equal to such Non-Delayed Funding Group’s proportionate share (based upon such Non-Delayed Funding Group’s Commitment relative to the sum of the Commitments of all Non-Delayed Funding Groups) of the aggregate Delayed Amounts with respect to such Borrowing Date; provided, that in no event shall a Non-Delayed Funding Group be required to fund any amounts in excess of its Commitment. Subject to Section 2.4(C), in the case of a Committed Lender in a Non-Delayed Funding Group, such Committed Lender hereby agrees, or, in the case of a Conduit Lender in a Non-Delayed Funding Group, such Conduit Lender in such Non-Delayed Funding Group may agree, in its sole discretion, and the Committed Lenders in such Non-Delayed Funding Group hereby agree, to fund such portion of the Advance on such Borrowing Date. (E) After the Agent's receipt Non-Delayed Funding Groups fund a Delayed Amount on any Borrowing Date in accordance with Section 2.4(E), the Committed Lenders in the Delayed Funding Group in respect of such funds Delayed Amount will be obligated or, in the case of a Conduit Lender in such Delayed Funding Group, such Conduit Lender in such Delayed Funding Group may agree, in its sole discretion, and upon fulfillment the Committed Lenders in such Delayed Funding Group hereby agree to fund an amount equal to the excess, if any, of (a) such Delayed Amount over (b) the applicable amount, if any, by which the portion of any principal distribution amount paid to such Non-Delayed Funding Groups pursuant to Section 2.7 or any decrease to the outstanding principal balance made in accordance with Section 2.8, on any date during the period from and including such Borrowing Date to but excluding the Delayed Funding Date for such Delayed Amount, was greater than what it would have been had such Delayed Amount been funded by such Delayed Funding Group on such Borrowing Date (the “Delayed Funding Reimbursement Amount”) with respect to such Delayed Amount on or before its Delayed Funding Date, irrespective of whether the Borrower would be able to satisfy the conditions set forth in Article IIISection 3.2(A) to an Advance, the Agent will make in an amount equal to such funds available to the Borrower by depositing the proceeds of the Advances Delayed Funding Reimbursement Amount on such Delayed Funding Date. The Committed Lenders in such Dollar account Delayed Funding Group shall or, in the case of the Borrower (or of such Person as the Borrower shall specify to the a Conduit Lender in the Borrowing Notice or by other written notice to the such Delayed Funding Group, such Conduit Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial Lender mayDelayed Funding Group may agree, in its sole discretion (but shall have no obligation to)to fund such Delayed Funding Reimbursement Amount on such Delayed Funding Date by paying such amount to the Administrative Agent in immediately available funds, designate a financial institution or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee of the Initial Lender shall be deemed to constitute performance by the Initial Lender for all purposes of this Agreement and the Note and Administrative Agent shall discharge distribute such funds to each such Non-Delayed Funding Group, pro rata based on the Initial Lender from such obligation to the extent relative amount of such performanceDelayed Amount funded by such Non-Delayed Funding Group on such Borrowing Date pursuant to Section 2.4(E). (bF) Any Borrowing Notice delivered by the Borrower With respect to the Agent shall be irrevocable and binding on the Borrower. The Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Borrowing Notice for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made on the Second Amendment and Restatement Date, if any, each Lender shall make the amount of its Advance available to the Paying Agent by such Lender as part wire transfer of such Borrowing when funds to the account specified in the Second Amendment and Restatement Date Flow of Funds Memorandum no later than 2:00 P.M. (New York City time) on the Second Amendment and Restatement Date. The Paying Agent shall receive and hold such Advance, as Advance in escrow for the benefit of the Administrative Agent and the Lenders. Upon a result of determination by the Administrative Agent that all conditions precedent to such failure, is not Advance to be made on the Second Amendment and Restatement Date set forth in Article III have been satisfied or otherwise waived, the Administrative Agent shall notify the Paying Agent in writing (which may be via email) that the Paying Agent may distribute such dateAdvance to be made on the Second Amendment and Restatement Date in accordance with the instructions set forth in the Second Amendment and Restatement Date Flow of Funds Memorandum. The Administrative Agent may at any time prior to such distribution instruct the Paying Agent to return such Advance to be made on the Second Amendment and Restatement Date to the Lenders in its sole discretion. (cG) The Agent shall only make available Notwithstanding any provision to the Borrower on the date of contrary herein or in any Borrowing the ratable portion of such Borrowing of each Lender that such Lender has made available other Transaction Document, with respect to the Agent on or prior to the date of such Borrowing. (d) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligationon the Second Amendment and Restatement Date, if any, hereunder the Paying Agent is obligated only to make its Advance on perform the date duties specifically set forth in Section 2.4(G) or otherwise in the Second Amendment and Restatement Date Flow of such BorrowingFunds Memorandum, but no Lender which shall be responsible for deemed purely ministerial in nature. Under no circumstance will the failure of Paying Agent be deemed to be a fiduciary to any other Lender Person with respect to make the Advance to be made by such other Lender on the date Second Amendment and Restatement Date or the Paying Agent’s duties under Section 2.4(G) or the Second Amendment and Restatement Date Flow of Funds Memorandum. With respect to such Advance to be made on the Second Amendment and Restatement Date, the Paying Agent shall neither be responsible for, nor chargeable with, knowledge of the terms and conditions of any Borrowingother agreement, instrument, or document other than Section 2.4(G) and the Second Amendment and Restatement Date Flow of Funds Memorandum, whether or not an original or a copy of such agreement has been provided to the Paying Agent; and the Paying Agent shall have no duty to know or inquire as to the performance or nonperformance of any provision of any such agreement, instrument, or document. With respect to such Advance to be made on the Second Amendment and Restatement Date, the Paying Agent will not be responsible to determine or to make inquiry into any term, capitalized, or otherwise, not defined herein. Section 2.4(G) and the Second Amendment and Restatement Date Flow of Funds Memorandum set forth all matters pertinent to the escrow of such Advance to be made on the Second Amendment and Restatement Date contemplated hereunder, and no additional obligations of the Paying Agent with respect thereto shall be inferred or implied from the terms of this Agreement or any other agreement.

Making the Advances. (a) Each Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by telecopier or telex. Each notice of a Borrowing (a "Borrowing Notice") shall be by telephone, confirmed immediately in writing, or telecopier or telex, in substantially the form of Exhibit B hereto, specifying therein, among other things, the requested (i) date of such Borrowing, (ii) the amount of such Borrowing and (iii) the Repayment Date of the Advances comprising initial Interest Period for such BorrowingAdvances. Each Lender shall, before 11:00 A.M. (New York City time) on the date of such Borrowing, make available for the account of its Domestic Eurodollar Lending Office to the Agent at the Agent's Account, in same day funds, such Lender's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower by depositing the proceeds of the Advances in such Dollar account of the Borrower (or of such Person as the Borrower shall specify to the Lender in the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial Lender may, in its sole discretion (but shall have no obligation to), designate a financial institution or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee of the Initial Lender shall be deemed to constitute performance by the Initial Lender for all purposes of this Agreement and the Note and shall discharge the Initial Lender from such obligation to the extent of such performance. (b) Any Anything in subsection (a) of this Section 2.02 to the contrary notwithstanding, the Borrower may not request a Borrowing if the obligation of the Lenders to make Advances shall then be suspended pursuant to Section 2.10. (c) Each Borrowing Notice delivered by the Borrower to the Agent shall be irrevocable and binding on the Borrower. The Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Borrowing Notice for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (cd) The Agent shall only make available to the Borrower on the date of any Borrowing the ratable portion of such Borrowing of each Lender that such Lender has made available to the Agent on or prior to the date of such Borrowing. (de) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (a) Each Borrowing An Advance under this Agreement may be made by the Lender to the Borrower in any of the ways set forth in clauses (i), (ii) and (iii) below: (i) The Borrower shall be deemed to have requested the Lender to make an Advance hereunder on the date of, and in the amount of, each Uncovered Debit resulting from each use of any Card or any Check, whether or not such use by any person is authorized by the Borrower. The Borrower will not be liable hereunder (x) for more than $50.00 of principal (plus interest on such principal) in respect of any Advance made as a result of any unauthorized use of any Card by any person other than a person authorized by the Borrower as a Cardholder (including, without limitation, as such authorized person any person to whom such Cardholder has permitted to use such Card) and (y) for any amount in respect of any Advance made as a result of any unauthorized use of any Card after the Lender or Xxxxxx Xxxxxxx XX shall have been notified of a loss, theft or unauthorized use of such Card (and, for purposes of this Agreement, no Advance referred to in clause (x) shall be outstanding in a principal amount more than $50.00, and no Advance referred to in clause (y) shall be outstanding in any amount). The Lender shall make available to the Borrower, by means of a credit to the Borrower’s MS BusinesScape Account in United States Dollars and in same day funds, the amount of such Advance. The Borrower hereby authorizes Xxxxxx Xxxxxxx XX to apply the proceeds of such Advance to pay itself in reimbursement for the amount paid by it to Bank One Indiana or Bank One Ohio relating to such use of such Card or such Check. (ii) The Borrower may request the Lender, and the Lender or its Affiliates may make, at the sole and absolute discretion of the Lender, an Advance by wire transfer (or other means agreed to by the Lender) hereunder on written notice, given not later than 11:00 A.M. a.m. (New York City time) on the third one (1) Business Day prior to the date of the proposed Borrowing Advance, by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by telecopier or telexLender. Each such notice of a Borrowing (a "Borrowing Notice") an Advance shall be by telephone, confirmed immediately in writing, or telecopier fax or telexother method then authorized by the Lender, in substantially the form of Exhibit B hereto, specifying therein, among other things, and shall specify therein the requested (x) date of such BorrowingAdvance, (y) amount of such Advance and (z) the deposit account to which the wire transfer of such Advance is to be sent. If the Lender consents to make a wire transfer, the Lender or its Affiliates shall, on such date, (A) make available to the Borrower, by means of a credit to the Borrower’s MS BusinesScape Account, in United States Dollars and in same day funds, the amount of such Borrowing Advance, and (B) cause the Repayment Date proceeds of such Advance to be sent by wire transfer to the deposit account at a bank in the United States as the Borrower may specify in the notice of such Advance. (iii) If any accrued interest on any Advances, or any fee or other amount due and payable under Loan Documents (other than principal on any Advance) payable hereunder shall not be paid by or on behalf of the Advances comprising Borrower as contemplated by the Section entitled “Payments and Computations”, as set forth in the Basic Loan Terms when such Borrowing. Each interest, fee or other amount becomes due and payable, the Borrower shall be deemed to have requested the Lender shallto make, before 11:00 A.M. (New York City time) and shall be deemed to agree to, an Advance hereunder on the due date of such Borrowingof, make available for and in the account of its Domestic Lending Office to the Agent at the Agent's Account, in same day fundsamount of, such Lender's ratable portion of such Borrowinginterest, fee or other amount. After the Agent's receipt of such funds and upon Upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower by depositing the proceeds of the Advances in such Dollar account of the Borrower (or of such Person as the Borrower shall specify to the Lender in the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial Lender may, in its sole discretion on such date, (but shall have no obligation to)A) make available to the Borrower, designate by means of a financial institution credit to the Borrower’s MS BusinesScape Account in United States Dollars and in same day funds, the amount of such Advance and (B) cause the proceeds of such Advance to be applied to the payment of such interest, fee or another Person to perform other amount. If, however, on such date the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee aggregate outstanding principal amount of the Initial Advances shall be $250,000 or less, the Borrower may, on or before the 20th day of the month next following such date, notify the Lender that the Borrower does not so request or agree to such Advance made pursuant to this clause (iii) and that the Borrower has paid or will pay such interest, fee or other amount by other means. If the Borrower shall so notify the Lender, such Advance and such application of proceeds pursuant to this clause (iii) shall be cancelled and the Lender shall be deemed not to constitute performance by have so made such Advance or applied the Initial Lender proceeds thereof (and, for all purposes of this Agreement and Agreement, such Advance shall not be outstanding). If, however, the Note and Borrower shall discharge not so notify the Initial Lender from on or before such obligation 20th day, the Borrower shall be deemed to the extent of have confirmed its agreement to such performanceAdvance. (b) Any Borrowing Notice delivered by The obligation of the Borrower Lender to make the Agent shall be irrevocable and binding on Advances is subject to fulfillment of the Borrower. The Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Borrowing Notice for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such dateIII hereof. (c) The Agent shall only make available to the Borrower on the date of any Borrowing the ratable portion of such Borrowing of each Lender that such Lender has made available to the Agent on or prior to the date of such Borrowing. (d) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (aA) Each Except as otherwise provided herein, the Borrower may request that the Lenders make Advances to the Borrower by the delivery to the Administrative Agent, each Funding Agent and the Paying Agent, not later than 1:00 P.M. (New York City time) two (2) Business Days prior to the proposed Funding Date of a written notice of such request substantially in the form of Exhibit B-2 attached hereto (each such notice, a “Notice of Borrowing”) together with a duly completed Borrowing Base Certificate signed by a Responsible Officer of the Borrower. Any Notice of Borrowing or Borrowing Base Certificate received by the Administrative Agent, the Funding Agents and the Paying Agent after the time specified in the immediately preceding sentence shall be deemed to have been received by the Administrative Agent, the Funding Agents and the Paying Agent on the next Business Day, and to the extent that results in the proposed Funding Date being earlier than two (2) Business Days after the date of delivery of such Notice of Borrowing, then the date specified in such Notice of Borrowing as the proposed Funding Date of an Advance shall be deemed to be the Business Day immediately succeeding the proposed Funding Date of such Advance specified in such Notice of Borrowing. The proposed Funding Date specified in a Notice of Borrowing shall be no earlier than two (2) Business Days after the date of delivery of such Notice of Borrowing and may be up to a maximum of thirty (30) days after the date of delivery of such Notice of Borrowing. Unless otherwise provided herein, each Notice of Borrowing shall be irrevocable. The aggregate principal amount of the Class A Advance and Class B Advance requested by the Borrower for any Funding Date shall not be less than the lesser of (x) $[***] and (y) the remaining amount necessary in order for the Borrower to fully utilize all available Commitments. If the Administrative Agent delivers a written notice (including by electronic mail) to the Borrower contesting the Borrower’s calculations or any statement within such Notice of Borrowing, it shall promptly inform the Borrower. The Borrower may then deliver an amended Notice of Borrowing to the Administrative Agent, the Funding Agents and the Paying Agent or, by written notice, rescind the Notice of Borrowing. (B) The Notice of Borrowing shall specify (i) the aggregate amount of Class A Advances requested together with the allocated amount of Class A Advances to be paid by each Class A Lender Group based on its respective Class A Lender Group Percentage, (ii) the aggregate amount of Class B Advances requested together with the allocated amount of Class B Advances to be paid by each Class B Lender Group based on its respective Class B Lender Group Percentage and (iii) the Funding Date. The amount of Class A Advances to Class B Advances requested shall be determined on a pro rata basis based on the Class A Borrowing Base and Class B Borrowing Base as of the proposed Funding Date; provided that the Borrower may request Class A Advances and/or Class B Advances which are not pro rata to the extent that the outstanding Advances made by any Non-Conduit Xxxxxx, together with the amount of Advances to be made by such Non-Conduit Lender after giving effect to such requested Advances, equal its Commitment. Each Funding Agent may, in its sole discretion, allocate any requested Advances among the Lenders in its Lender Group. (C) With respect to the Advances to be made on noticethe Original Closing Date, given not each Lender shall pay the amount of its Advance by wire transfer of such funds to the Borrower’s Account no later than 11:00 A.M. 4:00 P.M. (New York City time) on the third Business Day prior Original Closing Date. (D) With respect to the date of Advances to be made on any Funding Date, other than the proposed Borrowing initial Advance made on the Original Closing Date, upon a determination by the Borrower Administrative Agent that all conditions precedent to the AgentAdvances to be made on such Funding Date set forth in Section 3.2 have been satisfied or otherwise waived, which shall give to each Lender prompt notice thereof shall fund the amount of its Advance by telecopier or telex. Each notice wire transfer of a Borrowing such funds in accordance with the Borrower’s written instructions initiated no later than 2:00 P.M. (a "Borrowing Notice"New York City time) on such Funding Date. (E) Notwithstanding the foregoing, if any Non-Conduit Lender who shall be by telephone, confirmed immediately have previously notified the Borrower in writing, or telecopier or telex, in substantially the form of Exhibit B H hereto, specifying thereinthat it has incurred any external cost, among fee or expense directly related to and as a result of the “liquidity coverage ratio” under Basel III in respect of its Commitment hereunder or any liquidity agreement between such Non-Conduit Lender and the Conduit Lender, or its interest in the Advances, such Non-Conduit Lender may, upon receipt of a Notice of Borrowing pursuant to Section 2.4(A), notify the Borrower in writing by 5:00 P.M. (New York City time) two (2) Business Days prior to the Funding Date specified in such Notice of Borrowing, in substantially the form of Exhibit I hereto (a “Delayed Funding Notice”), of its intent to fund (or, if applicable and if such Conduit Lender so agrees in its sole discretion, have its Conduit Lender, if applicable, fund all or part of) its allocated amount of the related Advance in an amount that would, if combined with all other thingsrequested Advances within the past thirty-five (35) days, exceed $[***] (such amount, the requested “Delayed Amount”) on a Business Day that is on or before the thirty-fifth (35th) day following the date of delivery of such Non-Conduit Lender of such Delayed Funding Notice (the “Delayed Funding Date”) rather than on the date specified in such Notice of Borrowing. If any Non-Conduit Lender provides a Delayed Funding Notice to the Borrower following the delivery by the Borrower of a Notice of Borrowing, the amount Borrower may revoke such Notice of such Borrowing by delivering written notice of the same to the Administrative Agent and the Repayment Date of the Advances comprising such Borrowing. Each Lender shall, before 11:00 A.M. Funding Agents by 12:00 P.M. (New York City time) on the date Business Day preceding the related Funding Date. No Non-Conduit Lender that has provided a Delayed Funding Notice in respect of such Borrowing, make available for the account an Advance (a “Delayed Funding Lender”) shall be considered to be in default of its Domestic Lending Office obligation to fund its Delayed Amount pursuant to Section 2.4(D) hereunder unless and until it has failed to fund the Delayed Amount on or before the Delayed Funding Date. A Delayed Funding Lender is not obliged to fund until thirty-five (35) days have elapsed since the funding request. For the avoidance of doubt, a Delayed Funding Lender shall be required to fund its Delayed Amount regardless of the occurrence of an Amortization Event, Event of Default, Potential Amortization Event or Potential Default which occurs during the period from and including the related Funding Date to and including the related Delayed Funding Date, unless such Amortization Event, Event of Default, Potential Amortization Event or Potential Default relates to an Insolvency Event with respect to the Borrower. (F) If (i) one or more Delayed Funding Lenders provide a Delayed Funding Notice to the Borrower in respect of a Notice of Borrowing and (ii) the Borrower shall not have revoked the Notice of Borrowing prior to the Business Day preceding such Funding Date, the Administrative Agent at shall, by no later than 12:00 P.M. (New York City time) on the Agent's AccountBusiness Day preceding such Funding Date, in same day funds, direct each Lender Group and each Non-Conduit Lender that is not a Delayed Funding Lender with respect to such Funding Date (each a “Non-Delayed Funding Lender's ratable ”) to fund an additional portion of such BorrowingAdvance on such Funding Date equal to such Non-Delayed Funding Lender’s proportionate share (based upon such Non-Delayed Funding Xxxxxx’s Commitment relative to the sum of the Commitments of all Non-Delayed Funding Lenders) of the aggregate Delayed Amounts with respect to such Funding Date; provided, that in no event shall a Non-Delayed Funding Lender be required to fund any amounts in excess of its Commitment. Subject to Section 2.4(D), in the case of a Non-Delayed Funding Lender that is a Non-Conduit Lender, such Non-Conduit Lender hereby agrees, or, in the case of a Non-Delayed Funding Lender that is a Lender Group, the Conduit Lender in such Lender Group may agree, in its sole discretion, and the Non-Conduit Lenders in such Lender Group hereby agree, to fund such portion of the Advance on such Funding Date. (G) After the Agent's receipt Non-Delayed Funding Lenders fund a Delayed Amount on any Funding Date in accordance with Section 2.4(F), the Delayed Funding Lender in respect of such funds Delayed Amount will be obligated to fund an amount equal to the excess, if any, of (a) such Delayed Amount over (b) the amount, if any, by which the portion of any principal distribution amount paid to such Non-Delayed Funding Lenders pursuant to Section 2.7 or any decrease to the outstanding principal balance made in accordance with Section 2.8, on any date during the period from and upon fulfillment including such Funding Date to but excluding the Delayed Funding Date for such Delayed Amount, was greater than what it would have been had such Delayed Amount been funded by such Delayed Funding Lender on such Funding Date (the “Delayed Funding Reimbursement Amount”) with respect to such Delayed Amount on or before its Delayed Funding Date, irrespective of whether the applicable Borrower would be able to satisfy the conditions set forth in Article IIISection 3.2(A) to an Advance, in an amount equal to such Delayed Funding Reimbursement Amount on such Delayed Funding Date. Such Delayed Funding Lender shall fund such Delayed Funding Reimbursement Amount on such Delayed Funding Date by paying such amount to the Administrative Agent will make in immediately available funds, and the Administrative Agent shall distribute such funds available to each such Non-Delayed Funding Lender, pro rata based on the Borrower by depositing the proceeds of the Advances in such Dollar account of the Borrower (or relative amount of such Person as the Borrower shall specify to the Lender in the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial Lender may, in its sole discretion (but shall have no obligation to), designate a financial institution or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee of the Initial Lender shall be deemed to constitute performance by the Initial Lender for all purposes of this Agreement and the Note and shall discharge the Initial Lender from such obligation to the extent of such performance. (b) Any Borrowing Notice delivered by the Borrower to the Agent shall be irrevocable and binding on the Borrower. The Borrower shall indemnify each Lender against any loss, cost or expense incurred Delayed Amount funded by such Non-Delayed Funding Lender as a result of any failure to fulfill on or before the date specified in such Borrowing Notice for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such dateFunding Date pursuant to Section 2.4(F). (c) The Agent shall only make available to the Borrower on the date of any Borrowing the ratable portion of such Borrowing of each Lender that such Lender has made available to the Agent on or prior to the date of such Borrowing. (d) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. If the Lenders are required to make an Advance to the Company as provided in Section 2.03, then each Lender shall make such Advance in USD (aor, in the case of Tranche A Advances made to Purchase Portfolio Investments denominated in a Permitted Non-USD Currency, in such Permitted Non-USD Currency) Each Borrowing shall be made on noticethe proposed date thereof by wire transfer of immediately available funds by 12:00 noon, given not later than 11:00 A.M. (New York City time) , to the Collateral Agent for deposit to the Principal Collection Account (or, in the case of Tranche A Advances denominated in a Permitted Non-USD Currency, the applicable Permitted Non-USD Currency Principal Collection Account); provided that the Company hereby directs the Lenders to pay proceeds of the Advance to be made on the third Business Day prior to the date of the proposed Borrowing by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by telecopier or telex. Each notice of a Borrowing (a "Borrowing Notice") shall be by telephone, confirmed immediately Effective Date in writing, or telecopier or telex, in substantially the form of Exhibit B hereto, specifying therein, among other things, the requested date of such Borrowing, the amount of such Borrowing and specified in the Repayment Effective Date of Letter in accordance with the Advances comprising such Borrowinginstructions set forth in the Effective Date Letter. Each Lender shall, before 11:00 A.M. (New York City time) on the date at its option may make any Advance by causing any domestic or foreign branch or Affiliate of such Borrowing, Lender to make available for the account of its Domestic Lending Office to the Agent at the Agent's Account, in same day funds, such Lender's ratable portion Advance; provided that any exercise of such Borrowing. After option shall not affect the Agent's receipt of such funds and upon fulfillment obligation of the applicable conditions set forth in Article III, the Agent will make Company to repay such funds available to the Borrower by depositing the proceeds of the Advances in such Dollar account of the Borrower (or of such Person as the Borrower shall specify to the Lender in the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial Lender may, in its sole discretion (but shall have no obligation to), designate a financial institution or another Person to perform the Initial Lender's obligations hereunder Advance in accordance with the terms hereofof this Agreement. Subject to the terms and conditions set forth herein, including without limitation Section 4.07, the Company may borrow and prepay Tranche A Advances and Tranche B Advances. The Borrower agrees that performance Company may, during the Reinvestment Period, repay and reborrow Tranche A Advances in an amount up to the aggregate Tranche A Financing Commitments of the Lenders. Payment of proceeds of any such obligation Advance or portion thereof by any such designee the Lenders in accordance with the instructions set forth in the Effective Date Letter will constitute the making of the Initial Lender shall be deemed applicable Advance (or portion thereof, as applicable) to constitute performance by the Initial Lender Company for all purposes and all obligations of this Agreement and the Note and shall discharge the Initial Lender from Lenders to make such obligation to the extent of such performance. (bAdvance(or portion thereof) Any Borrowing Notice delivered by the Borrower to the Agent shall be irrevocable and binding on the Borrower. The Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Borrowing Notice for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such datesatisfied thereby. (c) The Agent shall only make available to the Borrower on the date of any Borrowing the ratable portion of such Borrowing of each Lender that such Lender has made available to the Agent on or prior to the date of such Borrowing. (d) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (a) Each Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City time) on the third fifth Business Day prior to the date of the proposed Borrowing Borrowing, by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by telecopier or telexfax. Each such notice of a Borrowing (a "Borrowing Notice"“Notice of Borrowing”) shall be by telephone, confirmed immediately fax substantially in writing, or telecopier or telex, in substantially the form set out in Schedule 3 (Form of Exhibit B Notice of Borrowing) hereto, specifying therein, among other things, therein the requested date (i) Utilisation Date of such Borrowing, the and (ii) amount of such Borrowing. If the whole or any part of the Borrowing will be used to make payment denominated in a foreign currency, the Borrower shall specify in the Notice of Borrowing both the payment amount denominated in foreign currency and the Repayment equivalent RMB amount calculated by using the exchange rate announced and provided by the Agent on the date of Notice of Borrowing. The first Utilisation Date of shall be within three (3) months from the Advances comprising such BorrowingExecution Date. Each Lender shall, before 11:00 A.M. subject to Section 3.01, not later than 10:00 a.m. (New York City Beijing time) on the date of such Borrowingrequested Utilisation Date, make available to the Agent for the account of its Domestic Applicable Lending Office to the Agent at the account as designated by the Agent's Account, in same day funds, such Lender's ratable portion ’s Ratable Share of such Borrowing. After the Agent's ’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower by depositing crediting the proceeds funds to the Loan Disbursement Account. Any Unused Commitment undrawn at the end of the Advances in such Dollar account of the Borrower (or of such Person as the Borrower shall specify to the Lender in the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial Lender may, in its sole discretion (but shall have no obligation to), designate a financial institution or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee of the Initial Lender Availability Period shall be deemed to constitute performance by the Initial Lender for all purposes of this Agreement and the Note and shall discharge the Initial Lender from such obligation to the extent of such performancecancelled. (b) Any If the Borrowing amount set out in the Notice delivered of Borrowing equals or exceeds RMB 5,000,000, the Consigned Disbursement method will apply, in which case: (i) the Borrower shall submit to the Agent, together with the Notice of Borrowing, necessary information and documents with respect to the Borrowing, including the payee, the payee account number, the payment amount, the purpose of the proceeds and any other necessary information reasonably requested by the Agent for the purpose of such Borrowing, accompanied by copies of the supporting documents of invoices and/or contracts at the same time, and the Agent will provide a copy of the aforesaid supporting documents to all Lenders after the Agent receives such supporting documents; (ii) upon the proceeds of the Lenders’ Advances being credited to the Loan Disbursement Account, the Agent shall remit such proceeds directly to the account of each of the payee(s) based on the information and documents provided by the Borrower and, if, on the Utilisation Date, the RMB amount in the Loan Disbursement Account is insufficient to pay all the amounts proposed to be paid, the Agent shall, unless otherwise notified by the Borrower in writing, pay the payees based on the payment due dates (i.e., earlier due dates to be paid first); (iii) if any amount remitted to a payee by the Agent pursuant to the above is returned to the Agent due to incomplete or incorrect payment instructions from the Borrower, the Agent shall remit the returned amount back to the Loan Disbursement Account (and upon receipt of corrected payment instructions from Borrower, the Agent will remit promptly such proceeds directly to the accounts of the payee); and (iv) notwithstanding the above, loan proceeds under the Borrowings shall not be paid from the Loan Disbursement Account to any other accounts of the Borrower with the Agent or any other financial institutions, unless any such payment instruction is explained to the Agent in advance with justification documents satisfactory to the Agent. If any payment is to be made in a foreign currency, the Agent shall make such payment in such foreign currency and for such purpose calculate the amount in RMB for such payment in such foreign currency 2 (two) Business Days prior to the relevant Utilisation Date (or in the case of a payment by using an Excess Amount, the relevant payment date) using the exchange rate announced and provided by the Agent on the day of calculation. For any Borrowing, if (A) the amount of the Borrowing exceeds the amounts actually paid and the excess amount (the “Excess Amount”) is more than RMB5,000,000, such Excess Amount shall be retained in the Loan Disbursement Account. At least 5 (five) Business Days prior to any payment using such Excess Amount, the Borrower shall submit to the Agent necessary information and documents with respect to such payment, including the payee, the payee account number, the payment amount, the purpose of the proceeds and any other necessary information reasonably requested by the Agent for the purpose of such payment, accompanied by copies of the supporting documents of invoices and/or contracts at the same time, and the Agent will provide a copy of the aforesaid supporting documents to all Lenders after the Agent receives such supporting documents. The Agent will remit payments from the Excess Amount directly to the relevant payee(s) on the due date(s), based on the information and documents provided by the Borrower. The Borrower shall use any Excess Amount for payments (up to such Excess Amount) to which the Consigned Disbursement method provided in Section 2.02 (b) applies before the Borrower makes further payment using Consigned Disbursement. For the avoidance of doubt, if the amount of the relevant payment exceeds such Excess Amount, the Borrower may use Consigned Disbursement to pay the remaining amount of such payment; or (B) the Excess Amount is less than RMB5,000,000, such Excess Amount can be used by the Borrower in the Borrower’s discretion; provided the Borrower shall provide to the Agent copies of the supporting documents, invoices and/or contracts (if any) in relation to the usage of such Excess Amount no later than ten (10) Business Days after the payment date (or any longer period as reasonably approved by the Agent), and the Agent will provide a copy of the aforesaid supporting documents to all Lenders after the Agent receives such supporting documents. (c) If the amount requested in the Notice of Borrowing is less than RMB 5,000,000, the Self-controlled Disbursement method will apply, in which case the Agent will, upon receipt of funds from the Lenders, transfer such funds promptly into the Loan Disbursement Account, and at such time the Borrower: (i) may use the proceeds of the Lenders’ Advances credited to the Loan Disbursement Account at its discretion, subject to the requirements of this Agreement; and (ii) shall provide to the Agent copies of the supporting documents, invoices and/or contracts (if any) in relation to the usage of such proceeds no later than fourteen (14) Business Days after the Utilisation Date (or any longer period as reasonably approved by the Agent), and the Agent will provide a copy of the aforesaid supporting documents to all Lenders after the Agent receives such supporting documents; and (iii) shall submit to the Agent information documenting the usage of such proceeds on quarterly basis or upon reasonable prior notice from the Agent from time to time; and (iv) authorizes the Agent to regularly disclose the transaction information of the Loan Disbursement Account to the Lenders on a calendar quarterly basis or upon request from a Lender from time to time. (d) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. The Borrower . (e) Unless the Agent shall indemnify each have received notice from a Lender against prior to the time of any loss, cost or expense incurred by Borrowing that such Lender as a result will not make available to the Agent such Lender’s Ratable Share of any failure such Borrowing, the Agent may assume that such Lender has made such portion available to fulfill the Agent on or before the date specified in such Borrowing Notice for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when in accordance with Section 2.02 (a) and the Agent may, in reliance upon such Advanceassumption, as a result of such failure, is not made on such date. (c) The Agent shall only make available to the Borrower on such date a corresponding amount. If and to the date of any Borrowing the ratable portion of such Borrowing of each Lender extent that such Lender has shall not have so made such Ratable Share available to the Agent, such Lender agrees to pay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Agent on or prior Borrower until the date such amount is repaid to the date Agent, at the rate as calculated by the Agent to reflect its cost of such Borrowingfunds. (df) The failure of any Lender to make the its Advance with respect to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no . No Lender shall be responsible for the failure of any other Lender to make the its Advance to be made by such other Lender on the date of any Borrowing, except as provided in paragraph (g) below. (g) If any one or more Lenders have become a Non-performing Lender, so long as no Default has occurred and is continuing, Lenders that are not Non-performing Lenders (“Performing Lenders”) are not obliged to but will use their best efforts to reallocate and make the Advances (“Non-performing Advances”) to be made by such Non-performing Lenders for each proposed Borrowing in accordance with such Performing Lenders’ respective Ratable Shares (for which purpose the Commitment(s) of the Non-performing Lender(s) shall not be counted), but only to the extent of each Performing Lender’s Unused Commitment. After the reallocation of such Non-performing Advances and before the Borrower gives notice under Section 2.02 (h), such Non-performing Lender may pay each Performing Lender an amount equal to the Non-performing Advances reallocated to that Performing Lender on any Interest Payment Date, upon which the Non-performing Advances shall be deemed to have been made by such Non-performing Lender and such Non-performing Lender shall cease to be a Non-performing Lender. (h) The Borrower may, at any time a Lender has become a Non-performing Lender for a consecutive period of more than one (1) month, by giving five (5) Business Days’ prior written notice to the Agent and such Lender, replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Section 8.07 all or part of its rights and obligations under the Finance Documents to a Lender or other bank or financial institution (a “Replacement Lender”), selected by the Borrower and which is acceptable to the Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender. At the request of the Borrower, each Lender will use its best effort to (a) obtain necessary approvals to be a Replacement Lender or (b) find a Replacement Lender. (i) The Borrower shall, prior to the third Business Day of each month during the Availability Period, submit to the Agent the borrowing plan of the next month substantially in the form set out in Schedule 2 (Form of Borrowing Plan), setting out the proposed borrowing amount and the Utilisation Date (if such information is available at the time of submitting the borrowing plan). For avoidance of doubt, if such borrowing plan is inconsistent with a subsequent Notice of Borrowing, the latter shall prevail.

Making the Advances. (a) Each Borrowing shall be made on notice, given not later than (x) 11:00 A.M. (New York City London time) on the third Business Day prior to the date of the proposed Borrowing Borrowing, by the Borrower to the Designated Agent, which shall give to each Lender prompt notice thereof by telecopier or telexother electronic communication. Each such notice of a Borrowing (a "Borrowing Notice"“Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or telecopier or telex, other electronic communication in substantially the form of Exhibit B hereto, specifying therein, among other things, therein the requested requested (i) date of such Borrowing, the (ii) aggregate amount of such Borrowing and the Repayment Date Borrowing, (iii) Class of the Advances comprising such BorrowingBorrowing and (iv) initial Interest Period for each such Advance. Each Lender shall, before 11:00 A.M. 1:00 P.M. (New York City time) on the date of such Borrowing, Borrowing make available for the account of its Domestic Eurocurrency Lending Office to the Designated Agent at the Designated Agent's ’s Account, in same day funds, such Lender's ’s ratable portion of such Borrowing. After the Designated Agent's ’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Designated Agent will make such funds available to the Borrower by depositing at the proceeds of the Advances Designated Agent’s address referred to in such Dollar account of the Borrower (or of such Person as the Borrower shall specify to the Lender in the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial Lender may, in its sole discretion (but shall have no obligation to), designate a financial institution or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee of the Initial Lender shall be deemed to constitute performance by the Initial Lender for all purposes of this Agreement and the Note and shall discharge the Initial Lender from such obligation to the extent of such performanceSection 9.02. (b) Any The Advances may not be outstanding as part of more than 15 separate Borrowings. (c) Each Notice of Borrowing Notice delivered by the Borrower to the Agent shall be irrevocable and binding on the Borrower. The Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing Notice for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (cd) The Unless the Designated Agent shall only have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Designated Agent such Lender’s ratable portion of such Borrowing, the Designated Agent may assume that such Lender has made such portion available to the Designated Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Designated Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the date of any Borrowing the ratable portion of such Borrowing of each Lender extent that such Lender has shall not have so made such ratable portion available to the Designated Agent, such Lender and the Borrower severally agree to repay to the Designated Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Agent on or prior Borrower until the date such amount is repaid to the date Designated Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Advances comprising such Borrowing and (ii) in the case of such BorrowingLender, the Federal Funds Rate. If such Lender shall repay to the Designated Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement (and any interest paid by such Lender shall be paid to the Borrower for any period where the Borrower has made payments under this subsection). (de) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (a) Each The Borrowing shall be comprised of Eurodollar Rate Advances and shall be made on notice, given not later than 11:00 A.M. (New York City Dusseldorf time) on the third one Business Day prior to the date of the proposed Borrowing by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by telecopier or telex. Each notice Agent (the "Notice of a Borrowing (a "Borrowing NoticeBorrowing") which shall be by telephone, confirmed immediately in writing, or telecopier or telex, in substantially the form of Exhibit B hereto, specifying therein, among other things, therein the requested (i) date of such Borrowing, (ii) the aggregate amount of such Borrowing and (iii) the Repayment Date of the Advances comprising such Borrowingapplicable Interest Periods. Each Lender shall, before 11:00 A.M. (New York City Dusseldorf time) on the date of such Borrowing, make available for the account of its Domestic Lending Office to the Agent at the Agent's Account, in same day funds, such Lender's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower by depositing at the proceeds of the Advances Agent's address referred to in such Dollar account of the Borrower (or of such Person as the Borrower shall specify to the Lender in the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial Lender may, in its sole discretion (but shall have no obligation to), designate a financial institution or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee of the Initial Lender shall be deemed to constitute performance by the Initial Lender for all purposes of this Agreement and the Note and shall discharge the Initial Lender from such obligation to the extent of such performanceSection 8.02. (b) Any The Notice of Borrowing Notice delivered by the Borrower to the Agent shall be irrevocable and binding on the Borrower. The In the case of any Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing Notice for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits)loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) The Unless the Agent shall only 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 portion of such Borrowing, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the date of any Borrowing the ratable portion of such Borrowing of each Lender extent that such Lender has shall not have so made such ratable portion available to the Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Agent on or prior Borrower until the date such amount is repaid to the date Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Advances comprising such Borrowing and (ii) in the case of such BorrowingLender, the Federal Funds Rate. If such Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender's Advance as part of such Borrowing for purposes of this Agreement. (d) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing. (e) Borrowings used to pay accrued and unpaid interest when due may only be made on the day such interest is due and payable, for the amount of such interest.

Making the Advances. (a) Each Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing by the Borrower to the Administrative Agent; provided that, except with respect to Borrowings the proceeds of which shall be used to pay interest owing on Borrowings as permitted hereunder: (i) the Borrower may not give more than one such notice in any calendar month; and (ii) the date of each Borrowing shall be the twentieth day of each calendar month; provided that if such date is not a Business Day, the date of Borrowing shall be the next Business Day. The Administrative Agent shall give to each Lender prompt notice thereof by telecopier or telex. Each such notice of a Borrowing (a "Borrowing NoticeNotice of Borrowing") shall be by telephone, confirmed immediately in writing, or telecopier or telex, in substantially the form of Exhibit B heretoB, specifying therein, among other things, : (A) the requested date of such Borrowing, , (B) the requested aggregate amount of such Borrowing Borrowing, (C) the Vendor's invoices to be paid with the proceeds of such Borrowing, the respective amounts of such invoices to be paid and the Repayment Date aggregate amount of such invoices to be paid, and (D) any payments of interest owing on Borrowings to be paid with the Advances comprising proceeds of such BorrowingBorrowing as permitted hereunder. Each Lender having an applicable Commitment to fund an Advance shall, before 11:00 A.M. (New York City time) on the date of such Borrowing, make available for the account of its Domestic Lending Office to the Administrative Agent at the Administrative Agent's Account, in same day funds, such Lender's ratable portion of such Borrowing. After the Administrative Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower. The Borrower by depositing irrevocably directs the proceeds Administrative Agent to make available to the Borrower the portion of any Borrowing to be used to pay amounts owing to the Advances Vendor, as specified in such Dollar the related Notice of Borrowing to account no. 55578207286 of the Borrower (or of such Person other account as the Borrower shall specify notified to the Lender Administrative Agent in the related Notice of Borrowing Notice or by other written notice and to pay the portion to of any Borrowing to be used to pay interest owing to the Lender given simultaneously Lenders to the extent permitted hereunder, as specified in the related Notice of Borrowing, to the Lenders entitled thereto; provided that, if such account is not with or prior to the Administrative Agent such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial Lender may, in its sole discretion (but shall have no obligation to), designate a financial institution or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee of the Initial Lender shall be deemed to constitute performance by have been made when the Initial Lender for all purposes Administrative Agent shall have initiated the transfer of this Agreement and the Note and shall discharge the Initial Lender from funds comprising such obligation Borrowing to the extent of such performanceaccount. (b) Any Each Notice of Borrowing Notice delivered by the Borrower to the Agent shall be irrevocable and binding on the Borrower. The Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing Notice for such Borrowing the applicable conditions set forth in Article III, including, including (without limitation, ) any loss (including loss of anticipated profits)loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. The loss to any Lender attributable to any such failure shall be deemed to be an amount determined by such Lender to be equal to the excess, if any, of (i) the amount of interest that such Lender would pay for a deposit equal to the principal amount of the applicable Eurodollar Rate Advance not borrowed for the duration of the Interest Period that would have resulted from such borrowing if the interest rate payable on such deposit were equal to the Eurodollar Rate for such Interest period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an Affiliate of such Lender) for dollar deposits from other banks in the eurodollar market at the commencement of such period. A certificate as to the amount of such loss, cost or expense, submitted to the Borrower by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (c) The Unless the Administrative Agent shall only have received notice from a Lender that has an applicable Commitment prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the date of any Borrowing the ratable portion of such Borrowing of each Lender extent that such Lender has shall not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree 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 Agent on or prior Borrower until the date such amount is repaid to the date Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Advances comprising such Borrowing and (ii) in the case of such BorrowingLender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender's Advance as part of such Borrowing for purposes of this Agreement. (d) The failure of any Lender obligated to make the an Advance to make such Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the any Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (aA) Each Except as otherwise provided herein, the Borrower may request the Lenders to make Advances to the Borrower by the delivery to the Agent, each Funding Agent and, so long as it remains a Lender hereunder, the CS Conduit Lender, not later than 1:00 P.M. (New York City time) two (2) Business Days prior to the proposed Borrowing Date of a written notice of such request substantially in the form of Exhibit B-2 attached hereto (each such notice, a “Notice of Borrowing”) together with a duly completed Borrowing Base Certificate signed by a Responsible Officer of the Borrower. Any Notice of Borrowing or Borrowing Base Certificate received by the Agent and the Funding Agents after the time specified in the immediately preceding sentence shall be deemed to have been received by the Agent and the Funding Agents on the next Business Day, and to the extent that results in the proposed Borrowing Date being earlier than two (2) Business Days after the date of delivery of such Notice of Borrowing, then the date specified in such Notice of Borrowing as the proposed Borrowing Date of an Advance shall be deemed to be the Business Day immediately succeeding the proposed Borrowing Date of such Advance specified in such Notice of Borrowing. The proposed Borrowing Date specified in a Notice of Borrowing shall be made on no earlier than two Business Days after the date of delivery of such Notice of Borrowing and may be up to a maximum of thirty (30) days after the date of delivery of such Notice of Borrowing. Unless otherwise provided herein, each Notice of Borrowing shall be irrevocable and shall specify (i) the aggregate principal amount of the Advance requested and (ii) the Borrowing Date (which shall be a Business Day). If the Agent contests the Borrower’s calculations or any statement within a Notice of Borrowing, it shall promptly inform the Borrower in writing (including by electronic mail) and no Lender shall be obligated to make an Advance in accordance with such Notice of Borrowing. The Borrower may then deliver an amended Notice of Borrowing to the Agent, each Funding Agent and, so long as it remains a Lender hereunder, the CS Conduit Lender or, by written notice, given rescind the Notice of Borrowing; provided that if the Borrower elects to deliver an amended Notice of Borrowing, such amended Notice of Borrowing shall reflect a proposed Borrowing Date no earlier than two (2) Business Days after the date of delivery of such amended Notice of Borrowing. [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed. (B) The aggregate principal amount of each Advance by the Borrower shall not be less than $1,000,000. (C) The Notice of Borrowing shall specify the aggregate amount of Advances requested together with the allocated amount of Advances to be paid by each Lender Group based on its respective Lender Group Percentage; provided, that if any portion of any such Advance is to be made pursuant to Section 2.16, the Notice of Borrowing shall only specify the amount to be paid by the CS Lender Group with respect to such portion. Each Conduit Lender may, in its sole discretion, and the Committed Lender or the Committed Lenders shall, if the Conduit Lender in its or their related Lender Group elects, in its sole discretion, not to do so or if there is no Conduit Lender in its related Lender Group, initiate the wire for the applicable Advances in an amount, for each Lender Group, equal to its Lender Group Percentage of the amounts requested by the Borrower pursuant to the applicable Notice of Borrowing to the Borrower’s Loan Proceeds Account by no later than 11:00 A.M. 2:00 P.M. (New York City time) on the third Business Day prior to Borrowing Date specified or deemed specified in such Notice of Borrowing. In connection with the date funding of the proposed Borrowing by each Advance, the Borrower to (or the Agent, which shall give to each Lender prompt notice thereof by telecopier or telex. Each notice on the Borrower’s behalf, out of a Borrowing (a "Borrowing Notice"the proceeds of the initial Advance) shall cause to be by telephonedeposited into the Liquidity Reserve Account an amount such that the amount on deposit therein is equal to the Liquidity Reserve Account Required Balance. (D) Notwithstanding the foregoing, confirmed immediately if any Committed Lender who shall have previously notified the Borrower in writing, or telecopier or telex, in substantially the form of Exhibit B E hereto, specifying thereinthat it has incurred any external cost, among other things, fee or expense directly related to and as a result of the requested date “liquidity coverage ratio” under Basel III in respect of its Commitment hereunder or any liquidity agreement between such Borrowing, the amount of such Borrowing Committed Lender and the Repayment Date Conduit Lender, or its interest in the Advances, such Committed Lender may, upon receipt of a Notice of Borrowing pursuant to Section 2.4(A), notify the Advances comprising such Borrowing. Each Lender shall, before 11:00 A.M. Borrower in writing by 5:00 P.M. (New York City time) two (2) Business Days prior to the Borrowing Date specified in such Notice of Borrowing, in substantially the form of Exhibit F hereto (a “Delayed Funding Notice”), of its intent to fund (or, if applicable and if such Conduit Lender so agrees in its sole discretion, have its Conduit Lender, if applicable, fund all or part of) its allocated amount of the related Advance in an amount that would, if combined with all other requested Advances within the past thirty-five (35) days, exceed $20,000,000 (such amount, the “Delayed Amount”) on a Business Day that is on or before the thirty-fifth (35th) day following the date of such Borrowing, make available for the account of its Domestic Lending Office to the Agent at the Agent's Account, in same day funds, such Lender's ratable portion delivery of such Borrowing. After the Agent's receipt Committed Lender of such funds and upon fulfillment of Delayed Funding Notice (the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower by depositing the proceeds of the Advances in such Dollar account of the Borrower (or of such Person as the Borrower shall specify to the Lender in the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to such Borrowing Notice“Delayed Funding Date”) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial Lender may, in its sole discretion (but shall have no obligation to), designate a financial institution or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee of the Initial Lender shall be deemed to constitute performance by the Initial Lender for all purposes of this Agreement and the Note and shall discharge the Initial Lender from such obligation to the extent of such performance. (b) Any Borrowing Notice delivered by the Borrower to the Agent shall be irrevocable and binding rather than on the Borrower. The Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing. If any Committed Lender provides a Delayed Funding Notice to the Borrower following the delivery by the Borrower of a Notice of Borrowing, the Borrower may revoke such Notice of Borrowing Notice for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason delivering written notice of the liquidation or reemployment same to the Agent and the Funding Agents by 12:00 P.M. (New York city time) on the Business Day preceding the related Borrowing Date. No Committed Lender that has provided a Delayed Funding Notice in respect of deposits or other funds acquired by such Lender an Advance (a “Delayed Funding Lender”) shall be considered to be in default of its obligation to fund its Delayed Amount pursuant to Section 2.4(C) hereunder unless and until it has failed to fund the Advance to be made by such Delayed Amount on or before the Delayed Funding Date. A Delayed Funding Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) The Agent shall only make available obliged to fund until thirty-five [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the Borrower on the date of any Borrowing the ratable portion of such Borrowing of each Lender that such Lender has made available to the Agent on or prior to the date of such Borrowingcompany if publicly disclosed. (d) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (a) Each Borrowing Upon satisfaction of the conditions precedent to Lender’s obligations pursuant to this Agreement, the Advances shall be made on notice, given not later than 11:00 A.M. (New York City time) on the third second Business Day prior to the date of the proposed Borrowing disbursement of the Advance, by the Borrower to the Agent, which shall give to each Lender prompt Lender. Such notice thereof by telecopier or telex. Each notice of a Borrowing (a "Borrowing Notice"“Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or telecopier telex or telextelecopier, in substantially the form of Exhibit B F hereto, specifying therein, among other things, (i) the requested date of such BorrowingAdvance, (ii) the amount of such Borrowing Advance, (iii) the Property Value agreed to by Borrower and Lender and (iv) with respect to each B Note Advance only, the Repayment Date outstanding principal amounts of the Advances comprising such Borrowingrelated A Note and B Note (or B Notes, as applicable). Each Subject to the satisfaction of the conditions precedent to Lender’s obligations under this Agreement, the Lender shall, before 11:00 A.M. (New York City time) on the date of such Borrowingthe proposed Advance, make available for the account of its Domestic Lending Office funds in an amount equal to the Agent at the Agent's Account, in same day funds, such Lender's ratable portion amount of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds Advance available to the Borrower by depositing the proceeds of the Advances in such Dollar account of the Borrower (or of such Person as the Borrower shall specify to the Lender in the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial Lender may, in its sole discretion (but shall have no obligation to), designate a financial institution or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee of the Initial Lender shall be deemed to constitute performance by the Initial Lender for all purposes of this Agreement and the Note and shall discharge the Initial Lender from such obligation to the extent of such performancecrediting Borrower’s Account. (b) Any Borrowing Notice delivered by the Lender and Borrower shall consult one another and cooperate with respect to the Agent shall be irrevocable identification of potential Eligible Mezzanine Loans and binding on the BorrowerEligible B Notes for inclusion as Collateral under this Agreement. The In order to obtain formal approval from Lender of a particular Mezzanine Loan as an Eligible Mezzanine Loan or particular B Note as an Eligible B Note, Borrower shall indemnify each submit to Lender against any lossa Preliminary Due Diligence Package with respect thereto. In addition, cost or expense incurred by such Borrower shall, at the request of Lender as provide Lender the opportunity to conduct a result site inspection of any failure to fulfill on or before the date specified in such Borrowing Notice for such Borrowing the applicable conditions mortgaged property, to the extent permitted under the applicable commercial mortgage loan documents. Lender shall endeavor in good faith to respond in writing within five (5) Business Days after submission of the information set forth in Article III, including, without limitation, above as to whether the proposed Mezzanine Loan constitutes an Eligible Mezzanine Loan or the proposed B Note constitutes an Eligible B Note under this Agreement. Borrower shall not submit any loss (including loss Notice of anticipated profits), cost Borrowing requesting an Advance with respect to any Mezzanine Loans or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by B Notes until such Lender to fund the Advance to be made by such Lender time as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) The Agent shall only make available to the Borrower on the date of any Borrowing the ratable portion of such Borrowing of each has received written confirmation from Lender that such Lender has made available Mezzanine Loans constitute Eligible Mezzanine Loans or such B Notes constitute Eligible B Notes and as to the Agent on or prior to Loan Value at the date time the Advance is made of such BorrowingEligible Mezzanine Loans or Eligible B Notes. (d) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (a) Each Borrowing shall be made on notice, given not later than (x) 11:00 A.M. (New York City London time) on the third Business Day prior to the date of the proposed Borrowing Borrowing, by the Borrower to the Designated Agent, which shall give to each Lender prompt notice thereof by telecopier or telexother electronic communication. Each such notice of a Borrowing (a "Borrowing Notice"“Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or telecopier or telex, other electronic communication in substantially the form of Exhibit B hereto, specifying therein, among other things, therein the requested (i) date of such Borrowing, the (ii) aggregate amount of such Borrowing and the Repayment Date Borrowing, (iii) Class of the Advances comprising such BorrowingBorrowing and (iv) initial Interest Period for each such Advance. Each Lender shall, before 11:00 A.M. 1:00 P.M. (New York City time) on the date of such Borrowing, Borrowing make available for the account of its Domestic Eurocurrency Lending Office to the Designated Agent at the Designated Agent's ’s Account, in same day funds, such Lender's ’s ratable portion of such Borrowing. After the Designated Agent's ’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Designated Agent will make such funds available to the Borrower by depositing at the proceeds of the Advances Designated Agent’s address referred to in such Dollar account of the Borrower (or of such Person as the Borrower shall specify to the Lender in the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial Lender may, in its sole discretion (but shall have no obligation to), designate a financial institution or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee of the Initial Lender shall be deemed to constitute performance by the Initial Lender for all purposes of this Agreement and the Note and shall discharge the Initial Lender from such obligation to the extent of such performanceSection 9.02. (b) Any The Advances may not be outstanding as part of more than 15 separate Borrowings. (c) Each Notice of Borrowing Notice delivered by the Borrower to the Agent shall be irrevocable and binding on the Borrower. The Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing Notice for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (cd) The Unless the Designated Agent shall only have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Designated Agent such Lender’s ratable portion of such Borrowing, the Designated Agent may assume that such Lender has made such portion available to the Designated Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Designated Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the date of any Borrowing the ratable portion of such Borrowing of each Lender extent that such Lender has shall not have so made such ratable portion available to the Designated Agent, such Lender and the Borrower severally agree to repay to the Designated Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Agent on or prior Borrower until the date such amount is repaid to the date Designated Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Advances comprising such Borrowing and (ii) in the case of such BorrowingLender, the Federal Funds Rate. If such Lender shall repay to the Designated Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement (and any interest paid by such Lender shall be paid to the Borrower for any period where the Borrower has made payments under this subsection). (de) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (aA) Each Except as otherwise provided herein, the Borrower may request the Lenders to make Advances to the Borrower by the delivery to the Administrative Agent and each Funding Agent, not later than 1:00 P.M. (New York City time) two (2) Business Days prior to the proposed Borrowing Date of a written notice of such request substantially in the form of Exhibit B-2 attached hereto (each such notice, a “Notice of Borrowing”) together with a duly completed Borrowing Base Certificate signed by a Responsible Officer of the Borrower and, for the avoidance of doubt, including the following as Exhibit III thereto: an updated Advance Rate Calculator, which shall be updated to incorporate (i) the assumptions and model elements as reflected in the Advance Rate Calculator provided in conjunction with the most recently provided Monthly Servicer Report and (ii) a loan data tape reflecting the Pro Forma Home Improvement Loan Balance and the related characteristics of the Home Improvement Loans included therein and related on set forth on such loan data tape. Any Notice of Borrowing or Borrowing Base Certificate received by the Administrative Agent and the Funding Agents after the time specified in the immediately preceding sentence shall be deemed to have been received by the Administrative Agent and the Funding Agents on the next Business Day, and to the extent that results in the proposed Borrowing Date being earlier than two (2) Business Days after the date of delivery of such Notice of Borrowing, then the date specified in such Notice of Borrowing as the proposed Borrowing Date of an Advance shall be deemed to be the Business Day immediately succeeding the proposed Borrowing Date of such Advance specified in such Notice of Borrowing. The proposed Borrowing Date specified in a Notice of Borrowing shall be made on no earlier than two Business Days after the date of delivery of such Notice of Borrowing and may be up to a maximum of thirty (30) days after the date of delivery of such Notice of Borrowing. Unless otherwise provided herein, each Notice of Borrowing shall be irrevocable and shall specify (i) the aggregate principal amount of the Advance requested and (ii) the Borrowing Date (which shall be a Business Day). If the Administrative Agent contests the Borrower’s calculations or any statement within a Notice of Borrowing, it shall promptly inform the Borrower in writing (including by electronic mail) and no Lender shall be obligated to make an Advance in accordance with such Notice of Borrowing. The Borrower may then deliver an amended Notice of Borrowing to the Administrative Agent and each Funding Agent or, by written notice, given rescind the Notice of Borrowing; provided that if the Borrower elects to deliver an amended Notice of Borrowing, such amended Notice of Borrowing shall reflect a proposed Borrowing Date no earlier than two (2) Business Days after the date of delivery of such amended Notice of Borrowing. (B) The aggregate principal amount of each Advance by the Borrower shall not be less than $[***]. (C) The Notice of Borrowing shall specify the aggregate amount of Advances requested together with the allocated amount of Advances to be paid by each Lender Group based on its respective Lender Group Percentage. Promptly upon receipt of a Notice of Borrowing under Section 2.4(A), each Funding Agent shall advise each Lender within its Lender Group of the details thereof and the respective Lender’s Advance; provided that each Funding Agent may, in its sole discretion, allocate any requested Advances among the Lenders in its Lender Group. Each Conduit Lender may, in its sole discretion, and the Committed Lender or the Committed Lenders shall, if the Conduit Lender in its or their related Lender Group elects, in its sole discretion, not to do so or if there is no Conduit Lender in its related Lender Group, initiate the wire for the applicable Advances in an amount, for each Lender Group, equal to its Lender Group Percentage of the amounts requested by the Borrower pursuant to the applicable Notice of Borrowing to the Borrower’s Account by no later than 11:00 A.M. 2:00 P.M. (New York City time) on the third Business Day prior Borrowing Date specified or deemed specified in such Notice of Borrowing. In connection with the funding of each Advance, the Borrower (or the Administrative Agent, on the Borrower’s behalf, out of the proceeds of the initial Advance) shall cause to be deposited into the Liquidity Reserve Account an amount such that the amount on deposit therein is equal to the date of the proposed Borrowing by the Borrower Liquidity Reserve Account Required Balance. (D) With respect to the AgentAdvance to be made on the Closing Date, which shall give to if any, each Lender prompt notice thereof by telecopier or telex. Each notice of a Borrowing (a "Borrowing Notice") shall be by telephone, confirmed immediately in writing, or telecopier or telex, in substantially the form of Exhibit B hereto, specifying therein, among other things, the requested date of such Borrowing, make the amount of its Advance available to the Paying Agent by wire transfer of such Borrowing and funds to the Repayment account specified in the Closing Date Flow of the Advances comprising such Borrowing. Each Lender shall, before 11:00 A.M. Funds Memorandum no later than 2:00 P.M. (New York City time) on the date of Closing Date. The Paying Agent shall receive and hold such Borrowing, make available Advance in escrow for the account of its Domestic Lending Office to the Agent at the Agent's Account, in same day funds, such Lender's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment benefit of the applicable Administrative Agent and the Lenders. Upon a determination by the Administrative Agent that all conditions precedent to such Advance to be made on the Closing Date set forth in Article IIIIII have been satisfied or otherwise waived, the Administrative Agent will make such funds available to shall notify the Borrower by depositing the proceeds of the Advances in such Dollar account of the Borrower (or of such Person as the Borrower shall specify to the Lender in the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Paying Agent in such Borrowing Notice. The parties hereto understand and agree writing (which may be via email) that the Initial Lender may, in its sole discretion (but shall have no obligation to), designate a financial institution or another Person Paying Agent may distribute such Advance to perform be made on the Initial Lender's obligations hereunder Closing Date in accordance with the terms hereofinstructions set forth in the Closing Date Flow of Funds Memorandum. The Borrower agrees that performance of Administrative Agent may at any time prior to such obligation by any distribution instruct the Paying Agent to return such designee of Advance to be made on the Initial Lender shall be deemed to constitute performance by the Initial Lender for all purposes of this Agreement and the Note and shall discharge the Initial Lender from such obligation Closing Date to the extent of such performanceLenders in its sole discretion. (bE) Any Borrowing Notice delivered by the Borrower Notwithstanding any provision to the Agent shall be irrevocable and binding on the Borrower. The Borrower shall indemnify each Lender against contrary herein or in any lossother Transaction Document, cost or expense incurred by such Lender as a result of any failure with respect to fulfill on or before the date specified in such Borrowing Notice for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) The Agent shall only make available to the Borrower on the date Closing Date, if any, the Paying Agent is obligated only to perform the duties specifically set forth in Section 2.4(D) or otherwise in the Closing Date Flow of Funds Memorandum, which shall be deemed purely ministerial in nature. Under no circumstance will the Paying Agent be deemed to be a fiduciary to any Borrowing the ratable portion of such Borrowing of each Lender that such Lender has made available Person with respect to the Agent on or prior to the date of such Borrowing. (d) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date Closing Date or the Paying Agent’s duties under Section 2.4(D) or the Closing Date Flow of Funds Memorandum. With respect to such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date Closing Date, the Paying Agent shall neither be responsible for, nor chargeable with, knowledge of the terms and conditions of any Borrowingother agreement, instrument, or document other than Section 2.4(D) and the Closing Date Flow of Funds Memorandum, whether or not an original or a copy of such agreement has been provided to the Paying Agent; and the Paying Agent shall have no duty to know or inquire as to the performance or nonperformance of any provision of any such agreement, instrument, or document. With respect to such Advance to be made on the Closing Date, the Paying Agent will not be responsible to determine or to make inquiry into any term, capitalized, or otherwise, not defined herein. Section 2.4(D) and the Closing Date Flow of Funds Memorandum set forth all matters pertinent to the escrow of such Advance to be made on the Closing Date contemplated hereunder, and no additional obligations of the Paying Agent with respect thereto shall be inferred or implied from the terms of this Agreement or any other agreement. (F) Notwithstanding any provisions contained in this Agreement to the contrary, no Conduit Lender shall, nor shall any Conduit Lender be obligated to, pay any amount pursuant to this Agreement unless (i) such Conduit Lender has received funds which may be used to make such payment and which funds are not required to repay its Commercial Paper notes when due and (ii) after giving effect to such payment, either (x) such Conduit Lender could issue Commercial Paper notes to refinance all of its outstanding Commercial Paper notes (assuming such outstanding Commercial Paper notes matured at such time) in accordance with the program documents governing its securitization program or (y) all of such Conduit Lender’s Commercial Paper notes are paid in full. Any amount which any Conduit Lender does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in Section 101 of the United States Bankruptcy Code) against or obligation of such Conduit Lender for any such insufficiency unless and until such Conduit Lender satisfies the provisions of clauses (i) and (ii) above. The provisions of this Section shall survive the termination of this Agreement.

Making the Advances. (aA) Each Except as otherwise provided herein, the Borrower may request the Lenders to make Advances to the Borrower by the delivery to the 109090915.7 -3- Administrative Agent and each Funding Agent, not later than 1:00 P.M. (New York City time) two (2) Business Days prior to the proposed Borrowing Date of a written notice of such request substantially in the form of Exhibit B-2 attached hereto (each such notice, a “Notice of Borrowing”) together with a duly completed Borrowing Base Certificate signed by a Responsible Officer of the Borrower. Any Notice of Borrowing or Borrowing Base Certificate received by the Administrative Agent and each Funding Agent after the time specified in the immediately preceding sentence shall be deemed to have been received by the Administrative Agent and each Funding Agent on the next Business Day, and to the extent that results in the proposed Borrowing Date being earlier than two (2) Business Days after the date of delivery of such Notice of Borrowing, then the date specified in such Notice of Borrowing as the proposed Borrowing Date of an Advance shall be deemed to be the Business Day immediately succeeding the proposed Borrowing Date of such Advance specified in such Notice of Borrowing. The proposed Borrowing Date specified in a Notice of Borrowing shall be made on no earlier than two Business Days after the date of delivery of such Notice of Borrowing and may be up to a maximum of thirty (30) days after the date of delivery of such Notice of Borrowing. Unless otherwise provided herein, each Notice of Borrowing shall be irrevocable and shall specify (i) the aggregate principal amount of the Advance requested and (ii) the Borrowing Date (which shall be a Business Day). If the Administrative Agent contests the Borrower’s calculations or any statement within a Notice of Borrowing, it shall promptly inform the Borrower in writing (including by electronic mail) and no Lender shall be obligated to make an Advance in accordance with such Notice of Borrowing. The Borrower may then deliver an amended Notice of Borrowing to the Administrative Agent and each Funding Agent or, by written notice, given rescind the Notice of Borrowing; provided that if the Borrower elects to deliver an amended Notice of Borrowing, such amended Notice of Borrowing shall reflect a proposed Borrowing Date no earlier than two (2) Business Days after the date of delivery of such amended Notice of Borrowing. (B) The aggregate principal amount of each Advance by the Borrower shall not be less than $1,000,000. (C) The Notice of Borrowing shall specify the aggregate amount of Advances requested together with the allocated amount of Advances to be paid by each Lender Group based on its respective Lender Group Percentage; provided, that if any portion of any such Advance is to be made pursuant to Section 2.16(A), the Notice of Borrowing shall only specify the amount that is to be paid by a Lender or Lender Group, as applicable, in respect of an amount that, taken together with its outstanding Advances, exceeds its aggregate Commitments (but subject to the Maximum Facility Amount applicable to such Lender or such Lender Group). Promptly upon receipt of a Notice of Borrowing, each Funding Agent shall advise each Lender within its Lender Group of the details thereof and the respective Lender’s Advance; provided that each Funding Agent may, in its sole discretion, allocate any requested Advances among the Lenders in its Lender Group. Each Conduit Lender may, in its sole discretion, and the Committed Lender or the Committed Lenders shall, if the Conduit Lender in its or their related Lender Group elects, in its sole discretion, not to do so or if there is no Conduit Lender in its related Lender Group, initiate the wire for the applicable Advances in an amount, for each Lender Group, equal to its Lender Group Percentage of the amounts requested by the Borrower pursuant to the applicable Notice of Borrowing to the Borrower’s Loan Proceeds Account by no later than 11:00 A.M. 2:00 P.M. (New York City time) on the third Business Day prior Borrowing Date specified or deemed specified in such Notice of Borrowing. In connection with the funding of each Advance, the Borrower (or the Administrative Agent, on the Borrower’s behalf, out of the proceeds of the 109090915.7 -4- initial Advance) shall cause to be deposited into the Liquidity Reserve Account an amount such that the amount on deposit therein is equal to the date of Liquidity Reserve Account Required Balance. ▪ (D) Notwithstanding the proposed Borrowing by foregoing, if any Lender Group who, through its Funding Agent, shall have previously notified the Borrower to the Agent, which shall give to each Lender prompt notice thereof by telecopier or telex. Each notice of a Borrowing (a "Borrowing Notice") shall be by telephone, confirmed immediately in writing, or telecopier or telex, in substantially the form of Exhibit B E hereto, specifying thereinthat it has incurred any cost, among fee or expense directly related to and as a result of the “liquidity coverage ratio” under Basel III in respect of the Commitment of the Committed Lender in such Lender Group or any liquidity agreement between a Committed Lender and the Conduit Lender in such Lender Group, or its interest in the Advances, such Lender Group may, through its Funding Agent, upon receipt of a Notice of Borrowing pursuant to Section 2.4(A), notify the Borrower in writing by 5:00 P.M. (New York City time) two (2) Business Days prior to the Borrowing Date specified in such Notice of Borrowing, in substantially the form of Exhibit F hereto (a “Delayed Funding Notice”), of its intent to fund all or part of its allocated amount of the related Advance in an amount that would, if combined with all other thingsAdvances requested by the Borrower to such Lender Group within the past thirty-five (35) days, exceed $20,000,000 (such excess amount, the requested “Delayed Amount”) on a Business Day that is on or before the thirty-fifth (35th) day following the date of delivery of such Funding Agent of such Delayed Funding Notice (the “Delayed Funding Date”) rather than on the date specified in such Notice of Borrowing. If any Funding Agent provides a Delayed Funding Notice to the Borrower following the delivery by the Borrower of a Notice of Borrowing, the amount Borrower may revoke such Notice of Borrowing by delivering written notice of the same to the Administrative Agent and the Funding Agents by 12:00 P.M. (New York city time) on the Business Day preceding the related Borrowing Date. No Lender Group (or the Committed Lenders forming part thereof) that has provided a Delayed Funding Notice in respect of an Advance (a “Delayed Funding Group”) shall be considered to be in default of its obligation to fund its Delayed Amount pursuant to Section 2.4(C) hereunder unless and until it has failed to fund the Delayed Amount on or before the Delayed Funding Date. A Delayed Funding Group is not obliged to fund until thirty-five (35) days have elapsed since the funding request. For the avoidance of doubt, the Committed Lender in a Delayed Funding Group shall be required to fund its Delayed Amount regardless of the occurrence of an Amortization Event, Event of Default, Potential Amortization Event or Potential Default which occurs during the period from and including the related Borrowing Date to and including the related Delayed Funding Date, unless such Amortization Event, Event of Default, Potential Amortization Event or Potential Default relates to an Insolvency Event with respect to the Borrower. ▪ (E) If (i) one or more Delayed Funding Groups provide a Delayed Funding Notice to the Borrower in respect of a Notice of Borrowing and (ii) the Borrower shall not have revoked the Notice of Borrowing prior to the Business Day preceding such Borrowing and Date, the Repayment Date of the Advances comprising such Borrowing. Each Lender Administrative Agent shall, before 11:00 A.M. by no later than 12:00 P.M. (New York City time) on the date of Business Day preceding such BorrowingBorrowing Date, make available for the account of its Domestic Lending Office direct each Lender Group that is not a Delayed Funding Group with respect to the Agent at the Agent's Account, in same day funds, such Lender's ratable Borrowing Date (each a “Non-Delayed Funding Group”) to fund an additional portion of such BorrowingAdvance on such Borrowing Date equal to such Non-Delayed Funding Group’s proportionate share (based upon such Non-Delayed Funding Group’s Commitment relative to the sum of the Commitments of all Non-Delayed Funding Groups) of the aggregate Delayed Amounts with respect to such Borrowing Date; provided, that in no event shall a Non-Delayed Funding Group be required to fund any amounts in excess of its Commitment. Subject to Section 2.4(C), in the case of a Committed Lender in a Non-Delayed Funding Group, such Committed Lender hereby agrees, or, in 109090915.7 -5- the case of a Conduit Lender in a Non-Delayed Funding Group, such Conduit Lender in such Non-Delayed Funding Group may agree, in its sole discretion, and the Committed Lenders in such Non-Delayed Funding Group hereby agree, to fund such portion of the Advance on such Borrowing Date. ▪ (F) After the Agent's receipt Non-Delayed Funding Groups fund a Delayed Amount on any Borrowing Date in accordance with Section 2.4(E), the Committed Lenders in the Delayed Funding Group in respect of such funds Delayed Amount will be obligated or, in the case of a Conduit Lender in such Delayed Funding Group, such Conduit Lender in such Delayed Funding Group may agree, in its sole discretion, and upon fulfillment the Committed Lenders in such Delayed Funding Group hereby agree to fund an amount equal to the excess, if any, of (a) such Delayed Amount over (b) the applicable amount, if any, by which the portion of any principal distribution amount paid to such Non-Delayed Funding Groups pursuant to Section 2.7 or any decrease to the outstanding principal balance made in accordance with Section 2.8, on any date during the period from and including such Borrowing Date to but excluding the Delayed Funding Date for such Delayed Amount, was greater than what it would have been had such Delayed Amount been funded by such Delayed Funding Group on such Borrowing Date (the “Delayed Funding Reimbursement Amount”) with respect to such Delayed Amount on or before its Delayed Funding Date, irrespective of whether the Borrower would be able to satisfy the conditions set forth in Article IIISection 3.2(A) to an Advance, the Agent will make in an amount equal to such funds available to the Borrower by depositing the proceeds of the Advances Delayed Funding Reimbursement Amount on such Delayed Funding Date. The Committed Lenders in such Dollar account Delayed Funding Group shall or, in the case of the Borrower (or of such Person as the Borrower shall specify to the a Conduit Lender in the Borrowing Notice or by other written notice to the such Delayed Funding Group, such Conduit Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial Lender mayDelayed Funding Group may agree, in its sole discretion (but shall have no obligation to)to fund such Delayed Funding Reimbursement Amount on such Delayed Funding Date by paying such amount to the Administrative Agent in immediately available funds, designate a financial institution or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee of the Initial Lender shall be deemed to constitute performance by the Initial Lender for all purposes of this Agreement and the Note and Administrative Agent shall discharge distribute such funds to each such Non-Delayed Funding Group, pro rata based on the Initial Lender from such obligation to the extent relative amount of such performance. (b) Any Borrowing Notice delivered by the Borrower to the Agent shall be irrevocable and binding on the Borrower. The Borrower shall indemnify each Lender against any loss, cost or expense incurred Delayed Amount funded by such Lender as a result of any failure to fulfill Non-Delayed Funding Group on or before the date specified in such Borrowing Notice for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss Date pursuant to Section 2.4(E). ▪ (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender G) With respect to fund the Advance to be made by such on the Second Amendment and Restatement Date, if any, each Lender as part shall make the amount of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) The Agent shall only make its Advance available to the Borrower Paying Agent by wire transfer of such funds to the account specified in the Second Amendment and Restatement Date Flow of Funds Memorandum no later than 2:00 P.M. (New York City time) on the date Second Amendment and Restatement Date. The Paying Agent shall receive and hold such Advance in escrow for the benefit of the Administrative Agent and the Lenders. Upon a determination by the Administrative Agent that all conditions precedent to such Advance to be made on the Second Amendment and Restatement Date set forth in Article III have been satisfied or otherwise waived, the Administrative Agent shall notify the Paying Agent in writing (which may be via email) that the Paying Agent may distribute such Advance to be made on the Second Amendment and Restatement Date in accordance with the instructions set forth in the Second Amendment and Restatement Date Flow of Funds Memorandum. The Administrative Agent may at any Borrowing time prior to such distribution instruct the ratable portion of Paying Agent to return such Borrowing of each Lender that such Lender has Advance to be made available on the Second Amendment and Restatement Date to the Agent on or prior Lenders in its sole discretion. ▪ (H) Notwithstanding any provision to the date of such Borrowing. (d) The failure of contrary herein or in any Lender other Transaction Document, with respect to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligationon the Second Amendment and Restatement Date, if any, hereunder the Paying Agent is obligated only to make its Advance on perform the date duties specifically set forth in Section 2.4(G) or otherwise in the Second Amendment and Restatement Date Flow of such BorrowingFunds Memorandum, but no Lender 109090915.7 -6- which shall be responsible for deemed purely ministerial in nature. Under no circumstance will the failure of Paying Agent be deemed to be a fiduciary to any other Lender Person with respect to make the Advance to be made by such other Lender on the date Second Amendment and Restatement Date or the Paying Agent’s duties under Section 2.4(G) or the Second Amendment and Restatement Date Flow of Funds Memorandum. With respect to such Advance to be made on the Second Amendment and Restatement Date, the Paying Agent shall neither be responsible for, nor chargeable with, knowledge of the terms and conditions of any Borrowingother agreement, instrument, or document other than Section 2.4(G) and the Second Amendment and Restatement Date Flow of Funds Memorandum, whether or not an original or a copy of such agreement has been provided to the Paying Agent; and the Paying Agent shall have no duty to know or inquire as to the performance or nonperformance of any provision of any such agreement, instrument, or document. With respect to such Advance to be made on the Second Amendment and Restatement Date, the Paying Agent will not be responsible to determine or to make inquiry into any term, capitalized, or otherwise, not defined herein. Section 2.4(G) and the Second Amendment and Restatement Date Flow of Funds Memorandum set forth all matters pertinent to the escrow of such Advance to be made on the Second Amendment and Restatement Date contemplated hereunder, and no additional obligations of the Paying Agent with respect thereto shall be inferred or implied from the terms of this Agreement or any other agreement.

Making the Advances. (a) Each Borrowing Advance shall be made on notice, given not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing funding, by the Borrower Borrowers to the Agent, which shall give to each Lender prompt notice thereof by telecopier or telextelecopier. Each Such Borrowers' notice of a Borrowing (a "Borrowing NoticeNotice of Borrowing") shall be by telephone, telecopier confirmed immediately in writing, or telecopier or telex, substantially in substantially the form of Exhibit B hereto, specifying therein, among other things, therein (i) the requested date of such Borrowingthe Advance, (ii) the aggregate amount of the Advance to be extended on such Borrowing date, (iii) the initial Interest Period for such Advance and the Repayment Date of the Advances comprising such Borrowing(iv) disbursement instructions. Each Lender shall, before 11:00 A.M. (New York City time) on the date of such Borrowingrequested Advance date, make available for the account of its Domestic Lending Office to the Agent at the Agent's Account, its Payment Office in same day funds, such Lender's ratable portion Percentage Interest of such Borrowingthe requested Advance. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds Advance available to the Borrower by depositing Borrowers at the proceeds of the Advances in such Dollar account of the Borrower (or of such Person as the Borrower shall specify to the Lender in the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial Lender may, in its sole discretion (but shall have no obligation to), designate a financial institution or another Person to perform the Initial LenderAgent's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee of the Initial Lender shall be deemed to constitute performance by the Initial Lender for all purposes of this Agreement and the Note and shall discharge the Initial Lender from such obligation to the extent of such performanceaforesaid address. (b) Any Borrowing Notice delivered by the Borrower to the Agent shall be irrevocable and binding on the Borrower. The Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Borrowing Notice for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance total amount to be made available by such each Lender as part shall never exceed the Commitment of such Borrowing when Lender, and the funding of each Advance by each Lender shall always be in accordance with such AdvanceLender's Percentage Interest of the total Advance requested as set forth on the page immediately following the signature pages hereof or, as a result of such failureif applicable, is not made on such datein the Register. (c) The Unless the Agent shall only have received written notice from a Lender prior to the relevant Drawdown Date that such Lender will not make available to the Borrower on Agent such Lender's Percentage Interest of the date of any Borrowing Advance, the ratable portion of such Borrowing of each Lender Agent may assume that such Lender has made such portion available to the Agent on or prior the relevant Drawdown Date in accordance with subsection (a) of this Section 2.02, and the Agent may, in reliance upon such assumption, make available to the Borrowers on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Percentage Interest available to the Agent, such Lender and the Borrowers severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrowers by the Agent until the date such amount is repaid to the Agent, at (i) in the case of the Borrowers, the interest rate applicable to such Advance and (ii) in the case of such Borrowing. (d) The failure Lender, the Agent's cost of any funds as certified by the Agent to such Lender. If such Lender shall repay to make the Agent such corresponding amount, such amount so repaid shall constitute such Lender's Percentage Interest of an Advance to be made by it as part of any Borrowing shall not relieve any other Lender its Commitment for purposes of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowingthis Agreement.

Making the Advances. (aA) Each Except as otherwise provided herein, the Borrower may request the Lenders to make Advances to the Borrower by the delivery to the Agent, each Funding Agent and, so long as it remains a Lender hereunder, the CS Conduit Xxxxxx, not later than 1:00 P.M. (New York City time) two (2) Business Days prior to the proposed Borrowing Date of a written notice of such request substantially in the form of Exhibit B-2 attached hereto (each such notice, a “Notice of Borrowing”) together with a duly completed Borrowing Base Certificate signed by a Responsible Officer of the Borrower. Any Notice of Borrowing or Borrowing Base Certificate received by the Agent and the Funding Agents after the time specified in the immediately preceding sentence shall be deemed to have been received by the Agent and the Funding Agents on the next Business Day, and to the extent that results in the proposed Borrowing [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed. Date being earlier than two (2) Business Days after the date of delivery of such Notice of Borrowing, then the date specified in such Notice of Borrowing as the proposed Borrowing Date of an Advance shall be deemed to be the Business Day immediately succeeding the proposed Borrowing Date of such Advance specified in such Notice of Borrowing. The proposed Borrowing Date specified in a Notice of Borrowing shall be made on no earlier than two Business Days after the date of delivery of such Notice of Borrowing and may be up to a maximum of thirty (30) days after the date of delivery of such Notice of Borrowing. Unless otherwise provided herein, each Notice of Borrowing shall be irrevocable and shall specify (i) the aggregate principal amount of the Advance requested and (ii) the Borrowing Date (which shall be a Business Day). If the Agent contests the Borrower’s calculations or any statement within a Notice of Borrowing, it shall promptly inform the Borrower in writing (including by electronic mail) and no Lender shall be obligated to make an Advance in accordance with such Notice of Borrowing. The Borrower may then deliver an amended Notice of Borrowing to the Agent, each Funding Agent and, so long as it remains a Lender hereunder, the CS Conduit Lender or, by written notice, given rescind the Notice of Borrowing; provided that if the Borrower elects to deliver an amended Notice of Borrowing, such amended Notice of Borrowing shall reflect a proposed Borrowing Date no earlier than two (2) Business Days after the date of delivery of such amended Notice of Borrowing. (B) The aggregate principal amount of each Advance by the Borrower shall not be less than $1,000,000. (C) The Notice of Borrowing shall specify the aggregate amount of Advances requested together with the allocated amount of Advances to be paid by each Lender Group based on its respective Lender Group Percentage; provided, that if any portion of any such Advance is to be made pursuant to Section 2.16(A), the Notice of Borrowing shall only specify the amount to be paid by the CS Lender Group with respect to such portion. Each Conduit Lender may, in its sole discretion, and the Committed Lender or the Committed Lenders shall, if the Conduit Lender in its or their related Lender Group elects, in its sole discretion, not to do so or if there is no Conduit Lender in its related Lender Group, initiate the wire for the applicable Advances in an amount, for each Lender Group, equal to its Lender Group Percentage of the amounts requested by the Borrower pursuant to the applicable Notice of Borrowing to the Borrower’s Loan Proceeds Account by no later than 11:00 A.M. 2:00 P.M. (New York City time) on the third Business Day prior to Borrowing Date specified or deemed specified in such Notice of Borrowing. In connection with the date funding of the proposed Borrowing by each Advance, the Borrower to (or the Agent, which shall give to each Lender prompt notice thereof by telecopier or telex. Each notice on the Borrower’s behalf, out of a Borrowing (a "Borrowing Notice"the proceeds of the initial Advance) shall cause to be by telephonedeposited into the Liquidity Reserve Account an amount such that the amount on deposit therein is equal to the Liquidity Reserve Account Required Balance. (D) Notwithstanding the foregoing, confirmed immediately if any Lender Group who, through its Funding Agent, shall have previously notified the Borrower in writing, or telecopier or telex, in substantially the form of Exhibit B E hereto, specifying thereinthat it has incurred any cost, among fee or expense directly related to and as a result of the “liquidity coverage ratio” under Basel III in respect of the Commitment of the Committed Lender in such Lender Group or any liquidity agreement between a Committed Lender and the Conduit Lender in such Lender Group, or its interest in the Advances, such Lender Group may, through its Funding Agent, upon receipt of a Notice of Borrowing pursuant to Section 2.4(A), notify the Borrower in writing by 5:00 P.M. (New York City time) two (2) Business Days prior to the Borrowing Date specified in such Notice of Borrowing, in substantially the form of Exhibit F hereto (a “Delayed Funding Notice”), of its intent to fund all or part of its allocated amount of the related Advance in an amount that would, if combined with all other thingsAdvances requested by the Borrower to such [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed. Lender Group within the past thirty-five (35) days, exceed $20,000,000 (such excess amount, the requested “Delayed Amount”) on a Business Day that is on or before the thirty-fifth (35th) day following the date of delivery of such Funding Agent of such Delayed Funding Notice (the “Delayed Funding Date”) rather than on the date specified in such Notice of Borrowing. If any Funding Agent provides a Delayed Funding Notice to the Borrower following the delivery by the Borrower of a Notice of Borrowing, the amount Borrower may revoke such Notice of Borrowing by delivering written notice of the same to the Agent and the Funding Agents by 12:00 P.M. (New York city time) on the Business Day preceding the related Borrowing Date. No Lender Group (or the Committed Lenders forming part thereof) that has provided a Delayed Funding Notice in respect of an Advance (a “Delayed Funding Group”) shall be considered to be in default of its obligation to fund its Delayed Amount pursuant to Section 2.4(C) hereunder unless and until it has failed to fund the Delayed Amount on or before the Delayed Funding Date. A Delayed Funding Group is not obliged to fund until thirty-five (35) days have elapsed since the funding request. For the avoidance of doubt, the Committed Lender in a Delayed Funding Group shall be required to fund its Delayed Amount regardless of the occurrence of an Amortization Event, Event of Default, Potential Amortization Event or Potential Default which occurs during the period from and including the related Borrowing Date to and including the related Delayed Funding Date, unless such Amortization Event, Event of Default, Potential Amortization Event or Potential Default relates to an Insolvency Event with respect to the Borrower. (E) If (i) one or more Delayed Funding Groups provide a Delayed Funding Notice to the Borrower in respect of a Notice of Borrowing and (ii) the Borrower shall not have revoked the Notice of Borrowing prior to the Business Day preceding such Borrowing and Date, the Repayment Date of the Advances comprising such Borrowing. Each Lender Agent shall, before 11:00 A.M. by no later than 12:00 P.M. (New York City time) on the date of Business Day preceding such BorrowingBorrowing Date, make available for the account of its Domestic Lending Office direct each Lender Group that is not a Delayed Funding Group with respect to the Agent at the Agent's Account, in same day funds, such Lender's ratable Borrowing Date (each a “Non-Delayed Funding Group”) to fund an additional portion of such BorrowingAdvance on such Borrowing Date equal to such Non-Delayed Funding Group’s proportionate share (based upon such Non-Delayed Funding Group’s Commitment relative to the sum of the Commitments of all Non-Delayed Funding Groups) of the aggregate Delayed Amounts with respect to such Borrowing Date; provided, that in no event shall a Non-Delayed Funding Group be required to fund any amounts in excess of its Commitment. Subject to Section 2.4(C), in the case of a Committed Lender in a Non-Delayed Funding Group, such Committed Lender hereby agrees, or, in the case of a Conduit Lender in a Non-Delayed Funding Group, such Conduit Lender in such Non-Delayed Funding Group may agree, in its sole discretion, and the Committed Lenders in such Non-Delayed Funding Group hereby agree, to fund such portion of the Advance on such Borrowing Date. (F) After the Agent's receipt Non-Delayed Funding Groups fund a Delayed Amount on any Borrowing Date in accordance with Section 2.4(E), the Committed Lenders in the Delayed Funding Group in respect of such funds Delayed Amount will be obligated or, in the case of a Conduit Lender in such Delayed Funding Group, such Conduit Lender in such Delayed Funding Group may agree, in its sole discretion, and upon fulfillment the Committed Lenders in such Delayed Funding Group hereby agree to fund an amount equal to the excess, if any, of (a) such Delayed Amount over (b) the applicable amount, if any, by which the portion of any principal distribution amount paid to such Non-Delayed Funding Groups [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed. pursuant to Section 2.7 or any decrease to the outstanding principal balance made in accordance with Section 2.8, on any date during the period from and including such Borrowing Date to but excluding the Delayed Funding Date for such Delayed Amount, was greater than what it would have been had such Delayed Amount been funded by such Delayed Funding Group on such Borrowing Date (the “Delayed Funding Reimbursement Amount”) with respect to such Delayed Amount on or before its Delayed Funding Date, irrespective of whether the Borrower would be able to satisfy the conditions set forth in Article IIISection 3.2(A) to an Advance, the Agent will make in an amount equal to such funds available to the Borrower by depositing the proceeds of the Advances Delayed Funding Reimbursement Amount on such Delayed Funding Date. The Committed Lenders in such Dollar account Delayed Funding Group shall or, in the case of the Borrower (or of such Person as the Borrower shall specify to the a Conduit Lender in the Borrowing Notice or by other written notice to the such Delayed Funding Group, such Conduit Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial Lender mayDelayed Funding Group may agree, in its sole discretion (but shall have no obligation to)to fund such Delayed Funding Reimbursement Amount on such Delayed Funding Date by paying such amount to the Agent in immediately available funds, designate a financial institution or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee of the Initial Lender shall be deemed to constitute performance by the Initial Lender for all purposes of this Agreement and the Note and Agent shall discharge distribute such funds to each such Non-Delayed Funding Group, pro rata based on the Initial Lender from such obligation to the extent relative amount of such performanceDelayed Amount funded by such Non-Delayed Funding Group on such Borrowing Date pursuant to Section 2.4(E). (bG) Any Borrowing Notice delivered by the Borrower With respect to the Agent shall be irrevocable and binding on the Borrower. The Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Borrowing Notice for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made on the Restatement Date, if any, each Lender shall make the amount of its Advance available to the Paying Agent by such Lender as part wire transfer of such Borrowing when funds to the account specified in the Restatement Date Flow of Funds Memorandum no later than 2:00 P.M. (New York City time) on the Restatement Date. The Paying Agent shall receive and hold such Advance, as Advance in escrow for the benefit of the Agent and the Lenders. Upon a result of determination by the Agent that all conditions precedent to such failure, is not Advance to be made on the Restatement Date set forth in Article III have been satisfied or otherwise waived, the Agent shall notify the Paying Agent in writing (which may be via email) that the Paying Agent may distribute such dateAdvance to be made on the Restatement Date in accordance with the instructions set forth in the Restatement Date Flow of Funds Memorandum. The Agent may at any time prior to such distribution instruct the Paying Agent to return such Advance to be made on the Restatement Date to the Lenders in its sole discretion. (cH) The Agent shall only make available Notwithstanding any provision to the Borrower on the date of contrary herein or in any Borrowing the ratable portion of such Borrowing of each Lender that such Lender has made available other Transaction Document, with respect to the Agent on or prior to the date of such Borrowing. (d) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligationon the Restatement Date, if any, hereunder the Paying Agent is obligated only to make its Advance on perform the date duties specifically set forth in Section 2.4(G) or otherwise in the Restatement Date Flow of such BorrowingFunds Memorandum, but no Lender which shall be responsible for deemed purely ministerial in nature. Under no circumstance will the failure of Paying Agent be deemed to be a fiduciary to any other Lender Person with respect to make the Advance to be made by such other Lender on the date Restatement Date or the Paying Agent’s duties under Section 2.4(G) or the Restatement Date Flow of Funds Memorandum. With respect to such Advance to be made on the Restatement Date, the Paying Agent shall neither be responsible for, nor chargeable with, knowledge of the terms and conditions of any Borrowingother agreement, instrument, or document other than Section 2.4(G) and the Restatement Date Flow of Funds Memorandum, whether or not an original or a copy of such agreement has been provided to the Paying Agent; and the Paying Agent shall have no duty to know or inquire as to the performance or nonperformance of any provision of any such agreement, instrument, or document. With respect to such Advance to be made on the Restatement Date, the Paying Agent will not be responsible to determine or to make inquiry into any term, capitalized, or otherwise, not defined herein. Section 2.4(G) and the Restatement Date Flow of Funds Memorandum set forth all matters pertinent to the escrow of such Advance to be made on the Restatement Date contemplated hereunder, and no additional obligations of the Paying Agent with respect thereto shall be inferred or implied from the terms of this Agreement or any other agreement. [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed.

Making the Advances. (aA) Each Except as otherwise provided herein, the Borrower may request the Lenders to make Advances to the Borrower, subject to the Advance Limitations, by the delivery to the Agent and each Funding Agent, not later than 1:00 P.M. (San Xxxx, Puerto Rico time) two (2) Business Days prior to the proposed Borrowing Date of a written notice of such request substantially in the form of Exhibit B-2 attached hereto (each such notice, a “Notice of Borrowing”) together with a duly completed Borrowing Base Certificate signed by a Responsible Officer of the Borrower. Any Notice of Borrowing or Borrowing Base Certificate received by the Agent and the Funding Agents after the time specified in the immediately preceding sentence shall be deemed to have been received by the Agent and the Funding Agents on the next Business Day, and to the extent that results in the proposed Borrowing Date being earlier than two (2) Business Days after the date of delivery of such Notice of Borrowing, then the date specified in such Notice of Borrowing as the proposed Borrowing Date of an Advance shall be deemed to be the Business Day immediately succeeding the proposed Borrowing Date of such Advance specified in such Notice of Borrowing. The proposed Borrowing Date specified in a Notice of Borrowing shall be made on no earlier than two Business Days after the date of delivery of such Notice of Borrowing and may be up to a maximum of thirty (30) days after the date of delivery of such Notice of Borrowing. Each Notice of Borrowing shall be irrevocable and shall specify (i) the aggregate principal amount of the Advance requested and (ii) the Borrowing Date (which shall be a Business Day). If the Agent contests the Borrower’s calculations or any statement within a Notice of Borrowing, it shall promptly inform the Borrower in writing (including by electronic mail) and no Lender shall be obligated to make an Advance in accordance with such Notice of Borrowing. The Borrower may then deliver an amended Notice of Borrowing to the Agent and each Funding Agent (or confirm the accuracy of the previously delivered Notice of Borrowing) or, by written notice, given rescind the Notice of Borrowing; provided that if the Borrower elects to deliver an amended Notice of Borrowing, such amended Notice of Borrowing shall reflect a proposed Borrowing Date no earlier than two (2) Business Days after the date of delivery of such amended Notice of Borrowing. (B) The aggregate principal amount of each Advance by the Borrower shall not later be less than 11:00 A.M. $1,000,000. (New York City C) The Notice of Borrowing shall specify the aggregate amount of Advances requested together with the allocated amount of Advances to be paid by each Lender Group based on its respective Lender Group Percentage. Each Conduit Lender may, in its sole discretion, and the Committed Lender or the Committed Lenders shall, if the Conduit Lender in its or their related Lender Group elects, in its sole discretion, not to do so or if there is no Conduit Lender in its related Lender Group, initiate the wire for the applicable Advances in an amount, for each Lender Group, equal to its Lender Group Percentage of the amounts requested by the Borrower pursuant to the applicable Notice of Borrowing to the Agent, before 1:00 P.M. (Puerto Rico time) on the third Business Day prior to the date of the proposed Borrowing by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by telecopier or telex. Each notice of a Borrowing (a "Borrowing Notice") shall be by telephone, confirmed immediately in writing, or telecopier or telex, in substantially the form of Exhibit B hereto, specifying therein, among other things, the requested date day of such Borrowing, the amount of such Borrowing and the Repayment Date of the Advances comprising such Borrowing. Each Lender shall, before 11:00 A.M. (New York City time) on the date of such Borrowing, make available for the account of its Domestic Lending Office to the Agent at the Agent's ’s Account, in same day funds, such Lender's ’s ratable portion of such BorrowingAdvance. After The Agent shall (to the Agent's receipt of extent that the Agent has received such funds from the Lenders prior to 3:00 P.M. (Puerto Rico time) on such day and upon subject to the fulfillment of the applicable conditions set forth in Article III, the Agent will ) make such funds available to the Borrower by depositing deposit to the Borrower’s Account (or such other account designated by the Borrower in such Notice of Borrowing, which may include the JPM Operating Account) by no later than 4:00 P.M. (San Xxxx, Puerto Rico time) on the Borrowing Date [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed. specified or deemed specified in such Notice of Borrowing. In connection with the funding of each Advance, the Borrower (or the Agent, on the Borrower’s behalf, out of the proceeds of the Advances in initial Advance) shall cause to be deposited into the Liquidity Reserve Account an amount such Dollar account of that the Borrower (or of such Person as the Borrower shall specify amount on deposit therein is equal to the Liquidity Reserve Account Required Balance. (D) Unless the Agent shall have received notice from a Committed Lender in the Borrowing Notice or by other written notice prior to the date of any Advance that such Committed Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify will not make available to the Agent such Committed Lender’s ratable portion of such Advance, the Agent may assume that such Committed Lender has made such portion available to the Agent on the date of such Advance in such Borrowing Notice. The parties hereto understand accordance with subsection (C) of this Section 2.4 and agree that the Initial Lender Agent may, in its sole discretion (reliance upon such assumption, but shall not have no the obligation to), designate a financial institution or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee of the Initial Lender shall be deemed to constitute performance by the Initial Lender for all purposes of this Agreement and the Note and shall discharge the Initial Lender from such obligation to the extent of such performance. (b) Any Borrowing Notice delivered by the Borrower to the Agent shall be irrevocable and binding on the Borrower. The Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Borrowing Notice for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) The Agent shall only make available to the Borrower on such date a corresponding amount. If and to the extent that such Committed Lender shall not have so made such ratable portion available to the Agent, such Committed Lender and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day until the date such amount is repaid or paid to the Agent, at (i) in the case of any Borrowing the Borrower, the interest rate applicable under Section 2.10 to such Advances and (ii) in the case of such Committed Lender, the Federal Funds Effective Rate. If such Committed Lender shall repay to the Agent such corresponding amount, such amount so paid shall constitute such Committed Lender’s ratable portion of such Borrowing the Advance for purposes of each Lender that such Lender has made available to the Agent on or prior to the date of such Borrowingthis Agreement. (dE) The failure obligation of each Committed Lender to fund its ratable portion of any Advance shall be several from that of each other Committed Lender to make (and neither the Advance to be made by it as part of Agent nor any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Committed Lender shall be responsible for the failure of any other Committed Lender that is a Defaulting Lender to make the Advance to be made by such other Lender on the date remit its ratable portion of any BorrowingAdvance), and the failure of any Committed Lender to so make such amount available to the Agent shall not relieve any other Committed Lender of its obligation hereunder.

Making the Advances. (a) Each Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by telecopier or telex. Each notice of a Borrowing (a "Borrowing Notice") shall be by telephone, confirmed immediately in writing, or telecopier or telex, in substantially the form of Exhibit B hereto, specifying therein, among other things, the requested date of such Borrowing, the amount of such Borrowing and the Repayment Date of the Advances comprising such Borrowing. Each Lender shall, before 11:00 A.M. (New York City time) on the date of such Borrowing, make available for the account of its Domestic Lending Office to the Agent at the Agent's Account, in same day funds, such Lender's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower by depositing the proceeds of the Advances in such Dollar Euro account of the Borrower (or of such Person as the Borrower shall specify to the Lender in the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial TPG Lender may, in its sole discretion (but shall have no obligation to), designate a financial institution or another Person to perform the Initial TPG Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee of the Initial TPG Lender shall be deemed to constitute performance by the Initial TPG Lender for all purposes of this Agreement and the Note and shall discharge the Initial TPG Lender from such obligation to the extent of such performance. (b) Any Borrowing Notice delivered by the Borrower to the Agent shall be irrevocable and binding on the Borrower. The Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Borrowing Notice for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) The Agent shall only make available to the Borrower on the date of any Borrowing the ratable portion of such Borrowing of each Lender that such Lender has made available to the Agent on or prior to the date of such Borrowing. (d) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing. (e) Notwithstanding the foregoing, the Borrower agrees that there shall be only one Advance hereunder.

Making the Advances. (a) Each Borrowing Interest Advances shall be made on notice, given not later than 11:00 A.M. (New York City time) on the third Business Day prior in one or more Borrowings by delivery to the date Liquidity Provider of the proposed one or more written and completed Notices of Borrowing by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by telecopier or telex. Each notice of a Borrowing (a "Borrowing Notice") shall be by telephone, confirmed immediately in writing, or telecopier or telex, in substantially the form of Exhibit B Annex I attached hereto, specifying thereinsigned by a Responsible Officer of the Borrower, among other things, in an amount not exceeding the requested date Available Commitment at such time and shall be used solely for the payment when due of such Borrowing, interest on the Class A Certificates at the Stated Interest Rate therefor in accordance with Section 3.6(a) of the Intercreditor Agreement. Each Interest Advance made hereunder shall automatically reduce the Available Commitment and the amount available to be borrowed hereunder by subsequent Advances by the amount of such Borrowing and Interest Advance (subject to reinstatement as provided in the Repayment Date next sentence). Upon repayment to the Liquidity Provider in full of the Advances comprising such Borrowing. Each Lender shallamount of any Interest Advance made pursuant to this Section 2.2(a), before 11:00 A.M. together with accrued interest thereon (New York City time) on as provided herein), the date Available Commitment shall be reinstated by the amount of such Borrowingrepaid Interest Advance; provided, make available for the account of its Domestic Lending Office to the Agent at the Agent's Accounthowever, in same day funds, such Lender's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower by depositing the proceeds of the Advances in such Dollar account of the Borrower (or of such Person as the Borrower shall specify to the Lender in the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial Lender may, in its sole discretion Available Commitment shall not be so reinstated at any time if (but x) both (i) a Triggering Event shall have no obligation to), designate occurred and be continuing and (ii) a financial institution Performing Note Deficiency exists or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance (y) a Liquidity Event of any such obligation by any such designee of the Initial Lender Default shall have occurred and be deemed to constitute performance by the Initial Lender for all purposes of this Agreement and the Note and shall discharge the Initial Lender from such obligation to the extent of such performancecontinuing. (b) Any A Downgrade Advance shall be made in a single Borrowing Notice upon a downgrading of the rating of the Liquidity Provider resulting in the Liquidity Provider's ratings not meeting the Threshold Rating (as provided for in Section 3.6(c) of the Intercreditor Agreement) unless a Replacement Liquidity Facility shall have been delivered by to the Borrower in accordance with said Section 3.6(c), by delivery to the Agent Liquidity Provider of a written and completed Notice of Borrowing in substantially the form of Annex II attached hereto, signed by a Responsible Officer of the Borrower, in an amount not exceeding the Available Commitment at such time, and shall be irrevocable and binding on the Borrower. The Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Borrowing Notice for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender used to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) The Agent shall only make available to the Borrower on the date of any Borrowing the ratable portion of such Borrowing of each Lender that such Lender has made available to the Agent on or prior to the date of such Borrowing. (d) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.Class A Cash Collateral Account in accordance with said Section 3.6

Making the Advances. (a) Each Not later than 11 o'clock a.m., Boston time, on the proposed Borrowing Date, and subject to Section 2A with respect to any M/M Rate Advance, each of the Banks will make available to the Agent (i) in the case of an Advance denominated in Dollars, at the Agent's address referred to in Section 11.2 hereof and in immediately available funds, such Bank's ratable portion of such Advance and (ii) in the case of an Advance denominated in an Optional Currency, at such place as shall have been designated by the Agent not less than two (2) Business Days prior to the Borrowing Date in a telex or written notice to the applicable Borrower and the Banks and in such funds as shall be made on noticecustomary in the country of issue of such Optional Currency for settlement of international payments in such Optional Currency, given such Bank's ratable portion of such Advance. Upon receipt from each Bank of the amount of its loan, and upon the satisfaction of the applicable conditions of Section 3.2 hereof, the Agent will pay to the applicable Borrower the aggregate amount of such loans by credit to such Borrower's specified bank account in immediately available funds not later than 11:00 A.M. (New York City time) the close of business on the third Business Day prior to the date of the proposed Borrowing by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by telecopier or telex. Each notice of a Borrowing (a "Borrowing Notice") shall be by telephone, confirmed immediately in writing, or telecopier or telex, in substantially the form of Exhibit B hereto, specifying therein, among other things, the requested date of such Borrowing, the amount of such Borrowing and the Repayment Date Date. The failure or refusal of the Advances comprising such Borrowing. Each Lender shall, before 11:00 A.M. (New York City time) on the date of such Borrowing, any Bank to make available for the account of its Domestic Lending Office to the Agent at the Agent's Account, in same day funds, such Lender's ratable portion of such Borrowing. After aforesaid time on any Borrowing Date the Agent's receipt of such funds and upon fulfillment amount of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower by depositing the proceeds of the Advances in such Dollar account of the Borrower (or of such Person as the Borrower shall specify to the Lender in the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial Lender may, in its sole discretion (but shall have no obligation to), designate a financial institution or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee of the Initial Lender shall be deemed to constitute performance by the Initial Lender for all purposes of this Agreement and the Note and shall discharge the Initial Lender from such obligation to the extent of such performance. (b) Any Borrowing Notice delivered by the Borrower to the Agent shall be irrevocable and binding on the Borrower. The Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Borrowing Notice for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance loan to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) The Agent shall only make available to the Borrower on the date of any Borrowing the ratable portion of such Borrowing of each Lender that such Lender has made available to the Agent on or prior to the date of such Borrowing. (d) The failure of any Lender to make the Advance to be made by it as part of any Borrowing Bank thereon shall not relieve any the other Lender of its obligation, if any, Banks from their several obligations hereunder to make its Advance on the date available their respective Commitment Percentages of such Borrowingany requested Loan, but no Lender Bank shall be responsible for the failure of any other Lender Bank to make the Advance Loan to be made by such other Lender Bank on any Borrowing Date. (b) The Agent may (unless notified to the contrary by a Bank prior to a Borrowing Date) assume that each Bank has made available to the Agent on such Borrowing Date such Bank's Commitment Percentage of the Loans to be made on such Borrowing Date, and the Agent may (but it shall not be required to), in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. If such amount is made available to the Agent on a date after such Borrowing Date, such Bank shall pay to the Agent on demand an amount equal to the product of (i) the average computed for the period referred to in clause (iii) below, of the weighted average interest rate paid by the Agent for Federal funds acquired by the Agent during each day included in such period, times (ii) the amount equal to such Bank's Commitment Percentage of such Borrowing, times (iii) a fraction, the numerator of which is the number of days that elapse from and including such Borrowing Date to the date on which such Bank's Commitment Percentage of such Borrowing shall become immediately available to the Agent, and the denominator of which is 365. A statement of the Agent submitted to any BorrowingBank with respect to any amounts owing under this paragraph shall be prima facie evidence of the amount due and owing. If such Bank's Commitment Percentage of such Loan is not in fact made available to the Agent by such Bank within three (3) Business Days of such Borrowing Date, the Agent shall be entitled to recover such amount from the Borrowers jointly and severally on demand, with interest thereon at the rate per annum applicable to the Loans made on such Borrowing Date.

Making the Advances. (a) Each The Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing by the Borrower to the Administrative Agent, which shall give to each Other Second Lien Lender prompt notice thereof by telecopier or telexelectronic communication. Each Such notice of a Borrowing (a "Borrowing Notice"“Notice of Borrowing”) shall may be by telephone, either telephone (confirmed immediately in writing), or telecopier or telexelectronic communication, in substantially the form of Exhibit B hereto, in each case specifying therein, among other things, therein the requested date of such Borrowing, the Borrowing and (ii) aggregate amount of such Borrowing and the Repayment Date of the Advances comprising such Borrowing. Each Other Second Lien Lender shall, before 11:00 A.M. (New York City time) on the date of such Borrowing, make available for the account of its Domestic Lending Office to the Administrative Agent at the Administrative Agent's ’s Account, in same day funds, such Other Second Lien Lender's ’s ratable portion of such BorrowingBorrowing in accordance with the respective Commitments of such Second Lien Lender and the other Second Lien Lenders. After the Administrative Agent's ’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower by depositing crediting the proceeds of the Advances in such Dollar account of the Borrower (or of such Person as the Borrower shall specify to the Lender in the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial Lender may, in its sole discretion (but shall have no obligation to), designate a financial institution or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee of the Initial Lender shall be deemed to constitute performance by the Initial Lender for all purposes of this Agreement and the Note and shall discharge the Initial Lender from such obligation to the extent of such performanceBorrower’s Account. (b) Any Borrowing Notice delivered by the Borrower to the Agent shall be irrevocable and binding on the Borrower. The Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Borrowing Notice for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) The Agent shall only make available to the Borrower on the date of any Borrowing the ratable portion of such Borrowing of each Lender that such Lender has made available to the Agent on or prior to the date of such Borrowing. (d) The failure of any Second Lien Lender to make the Advance to be made (or deemed made) by it as part of any Borrowing shall not relieve any other Second Lien Lender of its obligation, if any, hereunder to make its Advance (or deemed Advance) on the date of such Borrowing, but no Second Lien Lender shall be responsible for the failure of any other Second Lien Lender to make the Advance (or deemed Advance) to be made by such other Second Lien Lender on the date of any Borrowing. (c) Unless the Administrative Agent shall have received notice from an Other Second Lien Lender prior to the date of any Borrowing that such Other Second Lien Lender will not make available to the Administrative Agent such Other Second Lien Lender’s ratable portion of such Borrowing, the Administrative Agent may assume that such Other Second Lien Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with Section 2.02(a) and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Other Second Lien Lender shall not have so made such ratable portion available to the Administrative Agent, such Other Second Lien Lender and the Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at such time under Section 2.07 to Advances comprising such Borrowing and (ii) in the case of such Other Second Lien Lender, the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Other Second Lien Lender’s Advance as part of such Borrowing for all purposes. SECTION 2.03. [Intentionally Omitted.]

Making the Advances. (aA) Subject to the terms and conditions of this Agreement, the Borrower may request a LIBOR Advance hereunder from time to time on any Business Day between the date hereof and the Commitment Expiry Date, upon notice given to the Agent in accordance with subclause (b) below. Each Borrowing such LIBOR Advance shall be made on noticein the minimum principal amount of (pound)250,000 or a larger integral multiple thereof. (B) Unless otherwise agreed by the Agent, given whenever the Borrower desires and is entitled hereunder to request a LIBOR Advance, the Borrower shall furnish to the Agent a Drawdown Request not later than 11:00 A.M. a.m. (New York City London time) on the third one (1) Business Day prior to the date of Rate-fixing Day with respect to such LIBOR Advance. One (1) Business Day immediately preceding the proposed Borrowing by the Borrower to the AgentRate-fixing Day for any succeeding Interest Period for any outstanding LIBOR Advance, which shall give to each Lender prompt notice thereof by telecopier or telex. Each notice of a Borrowing (a "Borrowing Notice") shall be by telephone, confirmed immediately in writing, or telecopier or telex, in substantially the form of Exhibit B hereto, specifying therein, among other things, the requested date of such Borrowing, the amount of such Borrowing and the Repayment Date of the Advances comprising such Borrowing. Each Lender shall, before 11:00 A.M. (New York City time) on the date of such Borrowing, make available for the account of its Domestic Lending Office to the Agent at the Agent's Account, in same day funds, such Lender's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower by depositing the proceeds of the Advances in such Dollar account of the Borrower (or of such Person as the Borrower shall specify to the Lender in the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to notify the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial Lender may, in its sole discretion (but shall have no obligation to), designate a financial institution or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee writing of the Initial Lender Borrower's determination of the duration of such succeeding Interest Period with respect to such Advance. In the absence of such notice, the Borrower shall be deemed to constitute performance by have elected a succeeding Interest Period of one (1) month (or such shorter period as will result in the Initial Lender for all purposes of this Agreement and Interest Period not extending beyond the Note and Commitment Expiry Date). Each Drawdown Request furnished hereunder shall discharge the Initial Lender from such obligation to the extent of such performancebe irrevocable. (b) Any Borrowing Notice delivered by the Borrower to the Agent shall be irrevocable and binding on the Borrower. The Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Borrowing Notice for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (cC) The Agent shall only make available to the Borrower on the date shall, after receipt by it of any Borrowing the ratable portion a Drawdown Request or a notice of duration for a succeeding Interest Period, promptly notify each Bank of its receipt of such Borrowing Drawdown Request or notice of each Lender that such Lender has made available to duration, as the Agent on or prior to the date of such Borrowingcase may be. (d) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (a) (subject to reinstatement as provided in the next sentence). Upon repayment to the Liquidity Provider in full of the amount of any Interest Advance made pursuant to this Section 2.02(a), together with accrued interest thereon (as provided herein), the Maximum Available Commitment shall be reinstated by the amount of such repaid Interest Advance, but not to exceed the Maximum Commitment; provided, however, that the Maximum Available Commitment shall not be so reinstated at any time if (i) a Liquidity Event of Default shall have occurred and be continuing and (ii) there is a Performing Note Deficiency. (b) A Non-Extension Advance shall be made in a single Borrowing if this Agreement is not extended in accordance with Section 3.6(d) of the Intercreditor Agreement (unless a Replacement Liquidity Facility to replace this Agreement shall have been delivered to the Borrower in accordance with said Section 3.6(d)) by delivery to the Liquidity Provider of a written and completed Notice of Borrowing in substantially the form of Annex II attached hereto, signed by a Responsible Officer of the Borrower, in an amount equal to the Maximum Available Commitment at such time, and shall be used to fund the ABN AMRO Sub-Account of the Class C-II Cash Collateral Account in accordance with said Section 3.6(d). (c) A Downgrade Advance shall be made in a single Borrowing upon a downgrading of the Liquidity Provider's short-term unsecured debt rating issued by either Rating Agency below the Threshold Rating (as provided for in Section 3.6(c) of the Intercreditor Agreement) unless a Replacement Liquidity Facility to replace this Agreement shall have been delivered to the Borrower in accordance with said Section 3.6(c), by delivery to the Liquidity Provider of a written and completed Notice of Borrowing in substantially the form of Annex III attached hereto, signed by a Responsible Officer of the Borrower, in an amount equal to the Maximum Available Commitment at such time, and shall be used to fund the ABN AMRO Sub-Account of the Class C-II Cash Collateral Account in accordance with said Section 3.6(c). (d) A Final Advance shall be made in a single Borrowing upon the receipt by the Borrower of a Termination Notice from the Liquidity Provider pursuant to Section 6.01 hereof by delivery to the Liquidity Provider of a written and completed Notice of Borrowing in substantially the form of Annex IV attached hereto, signed by a Responsible Officer of the Borrower, in an amount equal to the Maximum Available Commitment at such time, and shall be used to fund the ABN AMRO Sub-Account 15 11 of the Class C-II Cash Collateral Account (in accordance with Section 3.6(i) of the Intercreditor Agreement). (e) Each Borrowing shall be made on noticenotice in writing (a "Notice of Borrowing") in substantially the form required by Section 2.02(a), 2.02(b), 2.02(c) or 2.02(d), as the case may be, given not by the Borrower to the Liquidity Provider. If a Notice of Borrowing is delivered by the Borrower in respect of any Borrowing no later than 11:00 A.M. 12:00 Noon (New York City time) on a Business Day, the Liquidity Provider shall, upon satisfaction of the conditions precedent set forth in Section 4.02 with respect to a requested Borrowing, before 12:00 Noon (New York City time) on the third first Business Day prior next following the day of receipt of such Notice of Borrowing or on such later Business Day specified in such Notice of Borrowing, make available to the date of the proposed Borrowing by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by telecopier or telex. Each notice of a Borrowing (a "Borrowing Notice") shall be by telephone, confirmed immediately in writing, or telecopier or telexBorrower, in substantially the form of Exhibit B heretoaccordance with its payment instructions, specifying therein, among other things, the requested date of such Borrowingin U.S. dollars and immediately available funds, the amount of such Borrowing. If a Notice of Borrowing and is delivered by the Repayment Date Borrower in respect of any Borrowing after 12:00 Noon (New York City time) on a Business Day, the Liquidity Provider shall, upon satisfaction of the Advances comprising such conditions precedent set forth in Section 4.02 with respect to a requested Borrowing. Each Lender shall, before 11:00 A.M. 12:00 Noon (New York City time) on the date second Business Day next following the day of receipt of such Notice of Borrowing or on such later Business Day specified by the Borrower in such Notice of Borrowing, make available for the account of its Domestic Lending Office to the Agent at the Agent's AccountBorrower, in same day accordance with its payment instructions, in U.S. dollars and in immediately available funds, such Lender's ratable portion the amount of such Borrowing. After the Agent's receipt Payments of such proceeds of a Borrowing shall be made by wire transfer of immediately available funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower by depositing the proceeds of the Advances in accordance with such Dollar account of the Borrower (or of such Person wire transfer instructions as the Borrower shall specify furnish from time to time to the Lender in the Liquidity Provider for such purpose. Each Notice of Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial Lender may, in its sole discretion (but shall have no obligation to), designate a financial institution or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee of the Initial Lender shall be deemed to constitute performance by the Initial Lender for all purposes of this Agreement and the Note and shall discharge the Initial Lender from such obligation to the extent of such performance. (b) Any Borrowing Notice delivered by the Borrower to the Agent shall be irrevocable and binding on the Borrower. The Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result . (f) Upon the making of any failure Advance requested pursuant to fulfill on a Notice of Borrowing, in accordance with the Borrower's payment instructions, the Liquidity Provider shall be fully discharged of its obligation hereunder with respect to such Notice of Borrowing, and the Liquidity Provider shall not thereafter be obligated to make any further Advances hereunder in respect of such Notice of Borrowing to the Borrower or before to any other Person. Following the date specified in such Borrowing Notice for such Borrowing the applicable conditions set forth in Article III, including, without limitation, making of any loss (including loss of anticipated profitsAdvance pursuant to Section 2.02(b), cost (c) or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender (d) hereof to fund the ABN AMRO Sub-Account of the Class C-II Cash Collateral Account, the Liquidity Provider shall have no interest in or rights to the Class C-II 16 12 Cash Collateral Account, any Sub-Account thereof, such Advance or any other amounts from time to be made time on deposit in the Class C-II Cash Collateral Account or any Sub-Account thereof; provided that the foregoing shall not affect or impair the obligations of the Subordination Agent to make the distributions contemplated by such Lender as part Section 3.6(e) or (f) of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) The Agent shall only make available the Intercreditor Agreement. By paying to the Borrower on proceeds of Advances requested by the date Borrower in accordance with the provisions of this Agreement, the Liquidity Provider makes no representation as to, and assumes no responsibility for, the correctness or sufficiency for any Borrowing purpose of the ratable portion amount of such Borrowing of each Lender that such Lender has the Advances so made available to the Agent on or prior to the date of such Borrowingand requested. (d) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (a) Each Borrowing An Advance under this Agreement may be made by the Lender to the Borrower in any of the ways set forth in clauses (i), (ii) and (iii) below: (i) The Borrower shall be deemed to have requested the Lender to make an Advance hereunder on the date of, and in the amount of, each Uncovered Debit resulting from each use of any Card or any Check, whether or not such use by any person is authorized by the Borrower. The Borrower will not be liable hereunder (x) for more than $50.00 of principal (plus interest on such principal) in respect of any Advance made as a result of any unauthorized use of any Card by any person other than a person authorized by the Borrower as a Cardholder (including, without limitation, as such authorized person any person to whom such Cardholder has permitted to use such Card) and (y) for any amount in respect of any Advance made as a result of any unauthorized use of any Card after the Lender or Xxxxxx Xxxxxxx XX shall have been notified of a loss, theft or unauthorized use of such Card (and, for purposes of this Agreement, no Advance referred to in clause (x) shall be outstanding in a principal amount more than $50.00, and no Advance referred to in clause (y) shall be outstanding in any amount). The Lender shall make available to the Borrower, by means of a credit to the Borrower's MS BusinesScape Account in United States Dollars and in same day funds, the amount of such Advance. The Borrower hereby authorizes Xxxxxx Xxxxxxx XX to apply the proceeds of such Advance to pay itself in reimbursement for the amount paid by it to Bank One Indiana or Bank One Ohio relating to such use of such Card or such Check. (ii) The Borrower may request the Lender, and the Lender or its Affiliates may make, at the sole and absolute discretion of the Lender, an Advance by wire transfer (or other means agreed to by the Lender) hereunder on written notice, given not later than 11:00 A.M. a.m. (New York City time) on the third one (1) Business Day prior to the date of the proposed Borrowing Advance, by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by telecopier or telexLender. Each such notice of a Borrowing (a "Borrowing Notice") an Advance shall be by telephone, confirmed immediately in writing, or telecopier fax or telexother method then authorized by the Lender, in substantially the form of Exhibit B hereto, specifying therein, among other things, and shall specify therein the requested (x) date of such BorrowingAdvance, (y) amount of such Advance and (z) the deposit account to which the wire transfer of such Advance is to be sent. To the extent of any unused availability under the Other Line of Credit Agreement, any request for an Advance by the Borrower under this Agreement shall be deemed to be a request for an "Advance" under and as defined in the Other Line of Credit Agreement. If the Lender consents to make a wire transfer, the Lender or its Affiliates shall, on such date, (A) make available to the Borrower, by means of a credit to the Borrower's MS BusinesScape Account, in United States Dollars and in same day funds, the amount of such Borrowing Advance, and (B) cause the Repayment Date proceeds of such Advance to be sent by wire transfer to the deposit account at a bank in the United States as the Borrower may specify in the notice of such Advance. (iii) If any accrued interest on any Advances, or any fee or other amount due and payable under Loan Documents (other than principal on any Advance) payable hereunder shall not be paid by or on behalf of the Advances comprising Borrower as contemplated by the Section entitled "Payments and Computations", as set forth in the Basic Loan Terms when such Borrowing. Each interest, fee or other amount becomes due and payable, the Borrower shall be deemed to have requested the Lender shallto make, before 11:00 A.M. (New York City time) and shall be deemed to agree to, an Advance hereunder on the due date of such Borrowingof, make available for and in the account of its Domestic Lending Office to the Agent at the Agent's Account, in same day fundsamount of, such Lender's ratable portion of such Borrowinginterest, fee or other amount. After the Agent's receipt of such funds and upon Upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower by depositing the proceeds of the Advances in such Dollar account of the Borrower (or of such Person as the Borrower shall specify to the Lender in the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial Lender may, in its sole discretion on such date, (but shall have no obligation to)A) make available to the Borrower, designate by means of a financial institution credit to the Borrower's MS BusinesScape Account in United States Dollars and in same day funds, the amount of such Advance and (B) cause the proceeds of such Advance to be applied to the payment of such interest, fee or another Person to perform other amount. If, however, on such date the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee aggregate outstanding principal amount of the Initial Advances shall be $250,000 or less, the Borrower may, on or before the 20th day of the month next following such date, notify the Lender that the Borrower does not so request or agree to such Advance made pursuant to this clause (iii) and that the Borrower has paid or will pay such interest, fee or other amount by other means. If the Borrower shall so notify the Lender, such Advance and such application of proceeds pursuant to this clause (iii) shall be cancelled and the Lender shall be deemed not to constitute performance by have so made such Advance or applied the Initial Lender proceeds thereof (and, for all purposes of this Agreement and Agreement, such Advance shall not be outstanding). If, however, the Note and Borrower shall discharge not so notify the Initial Lender from on or before such obligation 20th day, the Borrower shall be deemed to the extent of have confirmed its agreement to such performanceAdvance. (b) Any Borrowing Notice delivered by The obligation of the Borrower Lender to make the Agent shall be irrevocable and binding on Advances is subject to fulfillment of the Borrower. The Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Borrowing Notice for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such dateIII hereof. (c) The Agent shall only make available to the Borrower on the date of any Borrowing the ratable portion of such Borrowing of each Lender that such Lender has made available to the Agent on or prior to the date of such Borrowing. (d) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (a) Each Any Delayed Draw Borrowing shall be made on notice, given not later than 11:00 A.M. 12:00 Noon (New York City time) on the third at least two (2) Business Day Days prior to the date of the proposed Borrowing such Delayed Draw Borrowing, by the Borrower Borrowers to the Administrative Agent, which shall give to each Lender prompt notice thereof by telecopier telex or telextelecopier. Each Such notice (the “Notice of a Borrowing (a "Borrowing Notice"Borrowing”) shall be by telephone, confirmed immediately in writing, or writing via telecopier or telexe-mail, in each case in substantially the form of Exhibit B hereto, specifying therein, among other things, therein (i) the requested date of such Delayed Draw Borrowing, and (ii) the requested aggregate amount of such Delayed Draw Borrowing. Any Delayed Draw Borrowing and the Repayment Date requested pursuant to this Section 2.02 shall be for a Borrowing of the Advances comprising such BorrowingEurodollar Rate Advances. Each Lender shall, before 11:00 A.M. 12:00 Noon (New York City time) on the date of such any Delayed Draw Borrowing, make available for the account of its Domestic Applicable Lending Office to the Administrative Agent at the Administrative Agent's ’s Account, in same day funds, such Lender's ’s ratable portion of any Delayed Draw Borrowing in accordance with the respective Commitments of such Lender and the other Lenders. In connection with each Borrowing. After , after the Administrative Agent's ’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower Borrowers by depositing crediting the proceeds Borrowers’ Account, and for the purposes of the Advances in such Dollar account of the Borrower (or of such Person as the Borrower shall specify to the Lender in the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial Lender maythis sentence, in its sole discretion (but shall have no obligation to), designate a financial institution or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee of the Initial Lender Borrowers’ Account shall be deemed to constitute performance by the Initial Lender include any bank account of Fidelity National Title Insurance Company, as escrow agent designated for all purposes of this Agreement and the Note and shall discharge the Initial Lender from such obligation to the extent receipt of such performancefunds in the escrow instructions for the Loan executed by such escrow agent. (b) Any The Notice of Borrowing Notice delivered by the Borrower to the Agent shall be irrevocable and binding on the BorrowerBorrowers. The Borrower Borrowers shall indemnify each Lender against any loss, cost or expense actually incurred by such Lender as a result of any failure to fulfill on or before the date specified in such the Notice of Borrowing Notice for such any Delayed Draw Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits)loss, cost or expense actually incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the its Delayed Draw Advance to be made by such Lender as part of such Delayed Draw Borrowing when such Advance, as a result of such failure, is not made on such date. (c) The Unless the Administrative Agent shall only make available have received notice from a Lender prior to the Borrower on the date of any Borrowing consisting of Eurodollar Rate Advances that such Lender will not make available to the Administrative Agent such Lender’s ratable portion of such Borrowing of each Lender Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on or prior to the date of such BorrowingBorrowing in accordance with Section 2.02(a) and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrowers severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay interest thereon, for each day from the date such amount is made available to the Borrowers until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of the Borrowers, the interest rate applicable at such time under Section 2.07 to Advances comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender’s Advance as part of such Borrowing for all purposes. (d) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing. (e) Without limitation of the requirements of Section 2.12, each Lender may, at its option, make any Advance available to the Borrowers by causing any foreign or domestic branch or Affiliate of such Lender to make such Advance; provided, however, that (i) any exercise of such option shall not affect the obligation of the Borrowers in accordance with the terms of this Agreement and (ii) nothing in this Section 2.02(e) shall be deemed to obligate any Lender to obtain the funds for any Advance in any particular place or manner or to constitute a representation or warranty by any Lender that it has obtained or will obtain the funds for any Advance in any particular place or manner.

Making the Advances. (aA) Each Except as otherwise provided herein, the Borrower may request the Lenders to make Advances to the Borrower by the delivery to the Agent, and each Funding Agent and, so long as it remains a Lender hereunder, the CS Conduit Xxxxxx, not later than 1:00 P.M. (New York City time) two (2) Business Days prior to the proposed Borrowing Date of a written notice of such request substantially in the form of Exhibit B-2 attached hereto (each such notice, a “Notice of Borrowing”) together with a duly completed Borrowing Base Certificate signed by a Responsible Officer of the Borrower. Any Notice of Borrowing or Borrowing Base Certificate received by the Agent and the Funding Agents after the time specified in the immediately preceding sentence shall be deemed to have been received by the Agent and the Funding Agents on the next Business Day, and to the extent that results in the proposed Borrowing Date being earlier than two (2) Business Days after the date of delivery of such Notice of Borrowing, then the date specified in such Notice of Borrowing as the proposed Borrowing Date of an Advance shall be deemed to be the Business Day immediately succeeding the proposed Borrowing Date of such Advance specified in such Notice of Borrowing. The proposed Borrowing Date specified in a Notice of Borrowing shall be made on no earlier than two Business Days after the date of delivery of such Notice of Borrowing and may be up to a maximum of thirty (30) days after the date of delivery of such Notice of Borrowing. Unless otherwise provided herein, each Notice of Borrowing shall be irrevocable and shall specify (i) the aggregate principal amount of the Advance requested and (ii) the Borrowing Date (which shall be a Business Day). If the Agent contests the Borrower’s calculations or any statement within a Notice of Borrowing, it shall promptly inform the Borrower in writing (including by electronic mail) and no Lender shall be obligated to make an Advance in accordance with such Notice of Borrowing. The Borrower may then deliver an amended Notice of Borrowing to the Agent, and each Funding Agent and, so long as it remains a Lender hereunder, the CS Conduit Lender or, by written notice, given rescind the Notice of Borrowing; provided that if the Borrower elects to deliver an amended Notice of Borrowing, such amended Notice of Borrowing shall reflect a proposed Borrowing Date no earlier than two (2) Business Days after the date of delivery of such amended Notice of Borrowing. (B) The aggregate principal amount of each Advance by the Borrower shall not be less than $1,000,000. (C) The Notice of Borrowing shall specify the aggregate amount of Advances requested together with the allocated amount of Advances to be paid by each Lender Group based on its respective Lender Group Percentage; provided, that if any portion of any such Advance is to be made pursuant to Section 2.16(A), the Notice of Borrowing shall only specify the amount that is to be paid by the CSa Lender or Lender Group with, as applicable, in respect of an amount that, taken together with its outstanding Advances, exceeds its aggregate Commitments (but subject to the Maximum Facility Amount applicable to such portionLender or such Lender Group). Each Conduit Lender may, in its sole discretion, and the Committed Lender or the Committed Lenders shall, if the Conduit Lender in its or their related Lender Group elects, in its sole discretion, not to do so or if there is no Conduit Lender in its related Lender Group, initiate the wire for the applicable Advances in an amount, for each Lender Group, equal to its Lender Group Percentage of the amounts requested by the Borrower pursuant to the applicable Notice of Borrowing to the Borrower’s Loan Proceeds Account by no later than 11:00 A.M. 2:00 P.M. (New York City time) on the third Business Day prior to Borrowing Date specified or deemed specified in such Notice of Borrowing. In connection with the date funding of the proposed Borrowing by each Advance, the Borrower to (or the Agent, which shall give to each Lender prompt notice thereof by telecopier or telex. Each notice on the Borrower’s behalf, out of a Borrowing (a "Borrowing Notice"the proceeds of the initial Advance) shall cause to be by telephonedeposited into the Liquidity Reserve Account an amount such that the amount on deposit therein is equal to the Liquidity Reserve Account Required Balance. (D) Notwithstanding the foregoing, confirmed immediately if any Lender Group who, through its Funding Agent, shall have previously notified the Borrower in writing, or telecopier or telex, in substantially the form of Exhibit B E hereto, specifying thereinthat it has incurred any cost, among fee or expense directly related to and as a result of the “liquidity coverage ratio” under Basel III in respect of the Commitment of the Committed Lender in such Lender Group or any liquidity agreement between a Committed Lender and the Conduit Lender in such Lender Group, or its interest in the Advances, such Lender Group may, through its Funding Agent, upon receipt of a Notice of Borrowing pursuant to Section 2.4(A), notify the Borrower in writing by 5:00 P.M. (New York City time) two (2) Business Days prior to the Borrowing Date specified in such Notice of Borrowing, in substantially the form of Exhibit F hereto (a “Delayed Funding Notice”), of its intent to fund all or part of its allocated amount of the related Advance in an amount that would, if combined with all other thingsAdvances requested by the Borrower to such Lender Group within the past thirty-five (35) days, exceed $20,000,000 (such excess amount, the requested “Delayed Amount”) on a Business Day that is on or before the thirty-fifth (35th) day following the date of delivery of such Funding Agent of such Delayed Funding Notice (the “Delayed Funding Date”) rather than on the date specified in such Notice of Borrowing. If any Funding Agent provides a Delayed Funding Notice to the Borrower following the delivery by the Borrower of a Notice of Borrowing, the amount Borrower may revoke such Notice of Borrowing by delivering written notice of the same to the Agent and the Funding Agents by 12:00 P.M. (New York city time) on the Business Day preceding the related Borrowing Date. No Lender Group (or the Committed Lenders forming part thereof) that has provided a Delayed Funding Notice in respect of an Advance (a “Delayed Funding Group”) shall be considered to be in default of its obligation to fund its Delayed Amount pursuant to Section 2.4(C) hereunder unless and until it has failed to fund the Delayed Amount on or before the Delayed Funding Date. A Delayed Funding Group is not obliged to fund until thirty-five (35) days have elapsed since the funding request. For the avoidance of doubt, the Committed Lender in a Delayed Funding Group shall be required to fund its Delayed Amount regardless of the occurrence of an Amortization Event, Event of Default, Potential Amortization Event or Potential Default which occurs during the period from and including the related Borrowing Date to and including the related Delayed Funding Date, unless such Amortization Event, Event of Default, Potential Amortization Event or Potential Default relates to an Insolvency Event with respect to the Borrower. (E) If (i) one or more Delayed Funding Groups provide a Delayed Funding Notice to the Borrower in respect of a Notice of Borrowing and (ii) the Borrower shall not have revoked the Notice of Borrowing prior to the Business Day preceding such Borrowing and Date, the Repayment Date of the Advances comprising such Borrowing. Each Lender Agent shall, before 11:00 A.M. by no later than 12:00 P.M. (New York City time) on the date of Business Day preceding such BorrowingBorrowing Date, make available for the account of its Domestic Lending Office direct each Lender Group that is not a Delayed Funding Group with respect to the Agent at the Agent's Account, in same day funds, such Lender's ratable Borrowing Date (each a “Non-Delayed Funding Group”) to fund an additional portion of such BorrowingAdvance on such Borrowing Date equal to such Non-Delayed Funding Group’s proportionate share (based upon such Non-Delayed Funding Group’s Commitment relative to the sum of the Commitments of all Non-Delayed Funding Groups) of the aggregate Delayed Amounts with respect to such Borrowing Date; provided, that in no event shall a Non-Delayed Funding Group be required to fund any amounts in excess of its Commitment. Subject to Section 2.4(C), in the case of a Committed Lender in a Non-Delayed Funding Group, such Committed Lender hereby agrees, or, in the case of a Conduit Lender in a Non-Delayed Funding Group, such Conduit Lender in such Non-Delayed Funding Group may agree, in its sole discretion, and the Committed Lenders in such Non-Delayed Funding Group hereby agree, to fund such portion of the Advance on such Borrowing Date. (F) After the Agent's receipt Non-Delayed Funding Groups fund a Delayed Amount on any Borrowing Date in accordance with Section 2.4(E), the Committed Lenders in the Delayed Funding Group in respect of such funds Delayed Amount will be obligated or, in the case of a Conduit Lender in such Delayed Funding Group, such Conduit Lender in such Delayed Funding Group may agree, in its sole discretion, and upon fulfillment the Committed Lenders in such Delayed Funding Group hereby agree to fund an amount equal to the excess, if any, of (a) such Delayed Amount over (b) the applicable amount, if any, by which the portion of any principal distribution amount paid to such Non-Delayed Funding Groups pursuant to Section 2.7 or any decrease to the outstanding principal balance made in accordance with Section 2.8, on any date during the period from and including such Borrowing Date to but excluding the Delayed Funding Date for such Delayed Amount, was greater than what it would have been had such Delayed Amount been funded by such Delayed Funding Group on such Borrowing Date (the “Delayed Funding Reimbursement Amount”) with respect to such Delayed Amount on or before its Delayed Funding Date, irrespective of whether the Borrower would be able to satisfy the conditions set forth in Article IIISection 3.2(A) to an Advance, the Agent will make in an amount equal to such funds available to the Borrower by depositing the proceeds of the Advances Delayed Funding Reimbursement Amount on such Delayed Funding Date. The Committed Lenders in such Dollar account Delayed Funding Group shall or, in the case of the Borrower (or of such Person as the Borrower shall specify to the a Conduit Lender in the Borrowing Notice or by other written notice to the such Delayed Funding Group, such Conduit Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial Lender mayDelayed Funding Group may agree, in its sole discretion (but shall have no obligation to)to fund such Delayed Funding Reimbursement Amount on such Delayed Funding Date by paying such amount to the Agent in immediately available funds, designate a financial institution or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee of the Initial Lender shall be deemed to constitute performance by the Initial Lender for all purposes of this Agreement and the Note and Agent shall discharge distribute such funds to each such Non-Delayed Funding Group, pro rata based on the Initial Lender from such obligation to the extent relative amount of such performanceDelayed Amount funded by such Non-Delayed Funding Group on such Borrowing Date pursuant to Section 2.4(E). (bG) Any Borrowing Notice delivered by the Borrower With respect to the Agent shall be irrevocable and binding on the Borrower. The Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Borrowing Notice for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made on the Restatement Date, if any, each Lender shall make the amount of its Advance available to the Paying Agent by such Lender as part wire transfer of such Borrowing when funds to the account specified in the Restatement Date Flow of Funds Memorandum no later than 2:00 P.M. (New York City time) on the Restatement Date. The Paying Agent shall receive and hold such Advance, as Advance in escrow for the benefit of the Agent and the Lenders. Upon a result of determination by the Agent that all conditions precedent to such failure, is not Advance to be made on the Restatement Date set forth in Article III have been satisfied or otherwise waived, the Agent shall notify the Paying Agent in writing (which may be via email) that the Paying Agent may distribute such dateAdvance to be made on the Restatement Date in accordance with the instructions set forth in the Restatement Date Flow of Funds Memorandum. The Agent may at any time prior to such distribution instruct the Paying Agent to return such Advance to be made on the Restatement Date to the Lenders in its sole discretion. (cH) The Agent shall only make available Notwithstanding any provision to the Borrower on the date of contrary herein or in any Borrowing the ratable portion of such Borrowing of each Lender that such Lender has made available other Transaction Document, with respect to the Agent on or prior to the date of such Borrowing. (d) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligationon the Restatement Date, if any, hereunder the Paying Agent is obligated only to make its Advance on perform the date duties specifically set forth in Section 2.4(G) or otherwise in the Restatement Date Flow of such BorrowingFunds Memorandum, but no Lender which shall be responsible for deemed purely ministerial in nature. Under no circumstance will the failure of Paying Agent be deemed to be a fiduciary to any other Lender Person with respect to make the Advance to be made by such other Lender on the date Restatement Date or the Paying Agent’s duties under Section 2.4(G) or the Restatement Date Flow of Funds Memorandum. With respect to such Advance to be made on the Restatement Date, the Paying Agent shall neither be responsible for, nor chargeable with, knowledge of the terms and conditions of any Borrowingother agreement, instrument, or document other than Section 2.4(G) and the Restatement Date Flow of Funds Memorandum, whether or not an original or a copy of such agreement has been provided to the Paying Agent; and the Paying Agent shall have no duty to know or inquire as to the performance or nonperformance of any provision of any such agreement, instrument, or document. With respect to such Advance to be made on the Restatement Date, the Paying Agent will not be responsible to determine or to make inquiry into any term, capitalized, or otherwise, not defined herein. Section 2.4(G) and the Restatement Date Flow of Funds Memorandum set forth all matters pertinent to the escrow of such Advance to be made on the Restatement Date contemplated hereunder, and no additional obligations of the Paying Agent with respect thereto shall be inferred or implied from the terms of this Agreement or any other agreement.

Making the Advances. (a) Each Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing Borrowing, by the Borrower Borrowers to the Administrative Agent, which shall give to each Lender prompt notice thereof by telecopier telex or telextelecopier. Each such notice of a Borrowing (a "Borrowing NoticeNotice of Borrowing") shall be in writing, or by telephone, confirmed immediately in writing, or telecopier telex or telextelecopier, in substantially the form of Exhibit B hereto, specifying therein, among other things, therein the requested (i) date of such Borrowing, the amount of such Borrowing and the Repayment Date (ii) aggregate amount of the Advances comprising such Borrowing. Each Lender shall, before 11:00 A.M. (New York City time) on the date of such Borrowing, make available for the account of its Domestic Lending Office to the Administrative Agent at the Administrative Agent's Account, in same day funds, such Lender's ratable portion of such BorrowingBorrowing in accordance with the respective Commitments of such Lender and the other Lenders. After the Administrative Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article IIISection 3, the Administrative Agent will make such funds available to the Borrower Borrowers by depositing crediting the proceeds of the Advances in such Dollar account of the Borrower (or of such Person as the Borrower shall specify to the Lender in the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial Lender may, in its sole discretion (but shall have no obligation to), designate a financial institution or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee of the Initial Lender shall be deemed to constitute performance by the Initial Lender for all purposes of this Agreement and the Note and shall discharge the Initial Lender from such obligation to the extent of such performanceBorrowers' Account. (b) Any Each Notice of Borrowing Notice delivered by the Borrower to the Agent shall be irrevocable and binding on the BorrowerBorrowers. The Borrower Borrowers shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified for such Borrowing in such Borrowing Notice for such of Borrowing the applicable conditions set forth in Article IIISection 3, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) The Unless the Administrative Agent shall only make available have received notice from a Lender prior to the Borrower on the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's ratable portion of such Borrowing of each Lender Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on or prior to the date of such BorrowingBorrowing in accordance with subsection (a) of this Section 2.2 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent, such Lender, severally, and the Borrowers, jointly and severally, agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay interest thereon, for each day from the date such amount is made available to the Borrowers until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of the Borrowers, the interest rate applicable at such time under Section 2.6(a) to Advances comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender's Advance as part of such Borrowing for all purposes of this Agreement. (d) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (a) Each Borrowing Advance shall be made on notice, given not later than 11:00 A.M. 12:00 p.m. (New York City time) on the third Business Day prior to the date of the proposed Borrowing Advance, by the Borrower to the Agent, which Agent provided that in the case of the initial Advance hereunder such notice shall give to each Lender prompt be given not later than 11:30 a.m. (New York City time) on the second Business Day preceding the date of such initial Advance. Such notice thereof by telecopier or telex. Each notice shall be set forth in a form of a Borrowing borrowing request (a the "Borrowing NoticeRequest") shall be by telephone, confirmed immediately substantially in writing, or telecopier or telex, in substantially the form of Exhibit B heretoE to this Agreement, specifying thereinand shall specify (i) the desired amount which shall be at least $5,000,000 and shall be an integral multiple of $1,000,000, among other things(ii) the date for such Advance and (iii) the duration of the Interest Period for such Advance. Subject to the provisions of Section 2.01 of the Liquidity Agreement, the requested date Borrower shall provide to the Agent and the Manager instructions regarding the amount and maturity of Commercial Paper to be issued, from time to time, in order to pay any maturing Commercial Paper obligations. The Agent shall promptly notify the Borrower if the Lender is unable to obtain sufficient funding for the Advance through the issuance of Commercial Paper having a maturity of the specified duration of such BorrowingInterest Period, the amount of such Borrowing and the Repayment Date Borrower shall revise its request as the Borrower and the Agent shall agree. In the event that the Lender is unable to obtain sufficient funding for the Advance through the issuance of Commercial Paper, then the Advances comprising such Borrowing. Each Lender shall, before Agent shall so notify the Borrower by 11:00 A.M. a.m. (New York City time) on the date of for such BorrowingAdvance. In the event that upon receiving such notice the Borrower shall still wish to obtain the requested Advance, make available for the account of its Domestic Lending Office to Borrower shall so notify the Agent at by 11:45 a.m. (New York City time) specifying in any such notice the Agent's AccountInterest Period, if any, applicable to such Advance. In such event the Lender shall request a Revolving Loan in same day funds, accordance with the terms of the Liquidity Agreement (no later than 12:30 p.m. New York City time) to fund such Lender's ratable portion Advance. On the date of such Borrowing. After the Agent's receipt of such funds any Advance and upon fulfillment satisfaction of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower by depositing the proceeds of the Advances in such Dollar account of the Borrower (or of such Person as the Borrower shall specify to the Lender in the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial Lender may, in its sole discretion (but shall have no obligation to), designate a financial institution or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee of the Initial Lender shall be deemed to constitute performance by the Initial Lender for all purposes of this Agreement and the Note and shall discharge the Initial Lender from such obligation to the extent of such performance. (b) Any Borrowing Notice delivered by the Borrower to the Agent shall be irrevocable and binding on the Borrower. The Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Borrowing Notice for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) The Agent shall only make available to the Borrower on the date of any Borrowing the ratable portion amount of such Borrowing Advance by deposit of each Lender that such Lender has made amount in lawful money of the United States in immediately available funds to the Agent on or prior to the date of such BorrowingBorrower Account. (d) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (a) Each Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City time) on the third second Business Day prior to immediately preceding the date of the proposed Borrowing Borrowing, by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by telecopier or telexLenders. Each such notice of a Borrowing (a "Borrowing NoticeNotice of Borrowing") shall be by telephone, confirmed immediately in writing, or telecopier or telexand email, in substantially the form of Exhibit B EXHIBIT D hereto, specifying therein, among other things, therein the requested (i) date of such Borrowing and (ii) aggregate amount of such Borrowing, the . The amount of such Borrowing shall be at least $500,000. So long as there shall be no Default or Event of Default and all conditions to a Borrowing shall have been satisfied and the Repayment Date of Borrower shall then be entitled to make Borrowings under the Advances comprising such Borrowing. Each Loan Documents, each Lender shall, before 11:00 A.M. 3 P.M. (New York City time) on the date of such Borrowing, make available for the account of its Domestic Lending Office to the Agent at the Agentsuch Lender's Accountbank account, in same day funds, such Lender's ratable portion of such Borrowing. After Borrowing in accordance with the Agent's receipt respective Commitments of such funds Lender and upon the other Lenders. Upon fulfillment of the applicable conditions set forth in Article III, the Agent Lenders will make such funds available to the Borrower by depositing crediting the proceeds of the Advances in such Dollar account of the Borrower (or of such Person as the Borrower shall specify to the Lender in the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial Lender may, in its sole discretion (but shall have no obligation to), designate a financial institution or another Person to perform the Initial LenderBorrower's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee of the Initial Lender shall be deemed to constitute performance by the Initial Lender for all purposes of this Agreement and the Note and shall discharge the Initial Lender from such obligation to the extent of such performanceAccount. (b) Any Each Notice of Borrowing Notice delivered by the Borrower to the Agent shall be irrevocable and binding on the Borrower. The Borrower and Guarantors regardless of whether the Guarantors shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Borrowing Notice for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such datehave received notice thereof. (c) The Agent shall only make available to the Borrower on the date of any Borrowing the ratable portion of such Borrowing of each Lender that such Lender has made available to the Agent on or prior to the date of such Borrowing. (d) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing. (d) The aggregate indebtedness of the Borrower to each Lender shall be evidenced by a Note. Notwithstanding the provisions of the Notes regarding payment on demand, no such demand shall be made unless and until there arises an obligation to make a payment to the Lender holding the Note, under this Agreement. (e) All Advances made and Notes issued under the Initial Credit Agreement shall be hereafter governed by the terms of this Agreement.

Making the Advances. (a) Each Borrowing set of Advances made by the Lenders (a “Borrowing”), other than the Initial Loan, shall be made on noticenotice (a “Borrowing Request”), given not later than 11:00 A.M. (New York City time) on the third first or fifteenth day of the month, by the Company to the Lenders, which date shall be five (5) Business Day Days prior to the date of the proposed Borrowing by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by telecopier or telexBorrowing. Each notice of a Borrowing (a "Borrowing Notice") Request shall be by telephone, confirmed immediately in writing, or telecopier or telexand email, in substantially the form of Exhibit B G hereto, specifying therein, among other things, therein the requested (i) date of such Borrowing and (ii) aggregate amount of such Borrowing, the . The amount of such Borrowing shall be at least $250,000. In the event that no Default (as defined below) or Event of Default (as defined in the Notes) shall have occurred and the Repayment Date of the Advances comprising such Borrowing. Each Lender shall, before 11:00 A.M. be continuing and all conditions to a Borrowing (New York City time) on the date of such Borrowing, make available for the account of its Domestic Lending Office to the Agent at the Agent's Account, in same day funds, such Lender's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions including those set forth in Article III, the Agent will make such funds available to the Borrower by depositing the proceeds of the Advances in such Dollar account of the Borrower (or of such Person as the Borrower ) shall specify to the Lender in the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Notice. The parties hereto understand have been satisfied and agree that the Initial Lender mayeach Lender, in its sole discretion (but and absolute discretion, shall have no obligation to)deemed it advisable to make the requested Advance, designate a financial institution or another Person to perform then the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee of the Initial Lender Company shall be deemed entitled to constitute performance by make Borrowings under the Initial Lender for all purposes of this Agreement and the Note and shall discharge the Initial Lender from such obligation to the extent of such performanceFinancing Documents (as defined below). (b) Any Borrowing Notice delivered by Notwithstanding the Borrower to the Agent foregoing, no Loan shall be irrevocable and binding on the Borrower. The Borrower made unless both Lenders shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Borrowing Notice for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender have agreed to fund the Advance their respective Advances. If either Lender does not agree to be made by such Lender as part of such Borrowing when such make its Advance, as a result of such failure, is then the other shall not made on such datemake its Advance. (c) The Agent shall only make available aggregate indebtedness of the Company hereunder to the Borrower on the date of any Borrowing the ratable portion of such Borrowing of each Lender that such Lender has made available to the Agent on or prior to the date of such Borrowingshall be evidenced by a Note. (d) Concurrently with each Advance, the Company shall issue to each of the Lenders a Warrant. Each Warrant shall expire on the Termination Date, and shall be exercisable at an exercise price of $.20 per Warrant Share (the “Exercise Price”). The failure number of any Lender to make Warrant Shares underlying each Warrant shall be determined by dividing the principal amount of the Advance to be made by it as part of any Borrowing shall not relieve any other the Lender of its obligationreceiving the Warrant by the Exercise Price, if any, hereunder rounding to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowingnearest whole number.

Making the Advances. (ai) Each Borrowing shall be made on notice, given not later than 11:00 A.M. 1:00 P.M. (New York City Puerto Rico time) on the third Business Day prior to the date of the proposed Borrowing Borrowing, by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by telecopier or telexLender. Each such notice from the Borrower of a such Borrowing (a "Borrowing NoticeNotice of Borrowing") shall be by telephone, telecopier, telex or cable (in each such case confirmed immediately in writing, ) or telecopier or telexby personal delivery, in substantially the form of Exhibit B A hereto, specifying therein, among other things, therein the (i) requested date of such Borrowing, the amount of such Borrowing and the Repayment Date of the Advances comprising such Borrowing. Each Lender shall, before 11:00 A.M. (New York City timeii) on the date of such Borrowing, make available for the account of its Domestic Lending Office to the Agent at the Agent's Account, in same day funds, such Lender's ratable portion aggregate amount of such Borrowing. After the Agent's receipt of such funds and upon Upon fulfillment of the applicable conditions set forth in Article III3 and compliance with the terms of this Agreement, the Agent Lender will make such funds available to the Borrower at the Lender's address set forth in this Agreement. (ii) The Lender shall be entitled to rely on any telephonic notice given by depositing the proceeds of the Advances in such Dollar account of the Borrower pursuant to subsection (a)(i) above (regardless of whether or of not such Person as telephonic notice is subsequently confirmed in writing, but with out prejudice to the Borrower shall specify Borrower's obligation to deliver such writ ten confirmation) which the Lender in good faith believes to be from a responsible officer of the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as Borrower, and the Borrower shall specify hereby waives any right that it may have to dispute the Agent in such Borrowing Notice. The parties hereto understand and agree that accuracy of the Initial Lender may, in its sole discretion (but shall have no obligation to), designate a financial institution or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee of the Initial Lender shall be deemed to constitute performance by the Initial Lender for all purposes of this Agreement and the Note and shall discharge the Initial Lender from such obligation to the extent transcription or record of such performancetelephonic notice. (b) Any Each Notice of Borrowing Notice delivered by the Borrower to the Agent shall be irrevocable and binding on the Borrower. The Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Borrowing Notice for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) The Agent shall only make available to the Borrower on the date of any Borrowing the ratable portion of such Borrowing of each Lender that such Lender has made available to the Agent on or prior to the date of such Borrowing. (d) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (a) Each Borrowing of the Advances shall be made on notice, given not later than 11:00 A.M. (New York City London time) on the third Business Day prior to the date of the proposed Borrowing Borrowing, by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by telecopier or telextelecopier. Each Such notice of a Borrowing (a "Borrowing Notice"“Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or telecopier or telextelecopier, in substantially the form of Exhibit B hereto, specifying therein, among other things, therein the requested (i) date of such Borrowing, the (ii) aggregate amount of such Borrowing Borrowing, and the Repayment Date of the Advances comprising (iii) initial Interest Period(s) for each such BorrowingAdvance. Each Lender shall, before 11:00 A.M. 1:00 P.M. (New York City London time) on the date of such Borrowing, make available for the account of its Domestic Lending Office to the Agent at the Agent's Account, in same day funds, such Lender's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower by depositing at the proceeds of the Advances Agent's address referred to in such Dollar account of the Borrower (or of such Person as the Borrower shall specify to the Lender in the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial Lender may, in its sole discretion (but shall have no obligation to), designate a financial institution or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee of the Initial Lender shall be deemed to constitute performance by the Initial Lender for all purposes of this Agreement and the Note and shall discharge the Initial Lender from such obligation to the extent of such performanceSection 9.02. (b) Any Each Notice of Borrowing Notice delivered by the Borrower to the Agent shall be irrevocable and binding on the Borrower. The Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Borrowing the Notice for such of Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as a part of such the Borrowing when such Advance, as a result of such failure, is not made on such date. (c) The Unless the Agent shall only 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 portion of such Borrowing, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the date of any Borrowing the ratable portion of such Borrowing of each Lender extent that such Lender has shall not have so made such ratable portion available to the Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Agent on or prior Borrower until the date such amount is repaid to the date Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Advances comprising such Borrowing and (ii) in the case of such BorrowingLender, a rate per anum reasonably determined by the Agent to be the cost to it of funding such amount. If such Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender's Advance as part of such Borrowing for purposes of this Agreement. (d) The failure of any Lender to make the Advance to be made by it as part of any the Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such the Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any the Borrowing.

Making the Advances. (aA) Each Except as otherwise provided herein, the Borrower may request the Lenders to make Advances to the Borrower by the delivery to the Agent, each Funding Agent and, so long as it remains a Lender hereunder, the CS Conduit Xxxxxx, not later than 1:00 P.M. (New York City time) two (2) Business Days prior to the proposed Borrowing Date of a written notice of such request substantially in the form of Exhibit B-2 attached hereto (each such notice, a “Notice of Borrowing”) together with a duly completed Borrowing Base Certificate signed by a Responsible Officer of the Borrower. Any Notice of Borrowing or Borrowing Base Certificate received by the Agent and the Funding Agents after the time specified in the immediately preceding sentence shall be deemed to have been received by the Agent and the Funding Agents on the next Business Day, and to the extent that results in the proposed Borrowing Date being earlier than two (2) Business Days after the date of delivery of such Notice of Borrowing, then the date specified in such Notice of Borrowing as the proposed Borrowing Date of an [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed. Advance shall be deemed to be the Business Day immediately succeeding the proposed Borrowing Date of such Advance specified in such Notice of Borrowing. The proposed Borrowing Date specified in a Notice of Borrowing shall be made on no earlier than two Business Days after the date of delivery of such Notice of Borrowing and may be up to a maximum of thirty (30) days after the date of delivery of such Notice of Borrowing. Unless otherwise provided herein, each Notice of Borrowing shall be irrevocable and shall specify (i) the aggregate principal amount of the Advance requested and (ii) the Borrowing Date (which shall be a Business Day). If the Agent contests the Borrower’s calculations or any statement within a Notice of Borrowing, it shall promptly inform the Borrower in writing (including by electronic mail) and no Lender shall be obligated to make an Advance in accordance with such Notice of Borrowing. The Borrower may then deliver an amended Notice of Borrowing to the Agent, each Funding Agent and, so long as it remains a Lender hereunder, the CS Conduit Lender or, by written notice, given rescind the Notice of Borrowing; provided that if the Borrower elects to deliver an amended Notice of Borrowing, such amended Notice of Borrowing shall reflect a proposed Borrowing Date no earlier than two (2) Business Days after the date of delivery of such amended Notice of Borrowing. (B) The aggregate principal amount of each Advance by the Borrower shall not be less than $1,000,000. (C) The Notice of Borrowing shall specify the aggregate amount of Advances requested together with the allocated amount of Advances to be paid by each Lender Group based on the Agent’s determination of such allocation among the Lender Groups; provided, that if any portion of any such Advance is to be made pursuant to Section 2.16, the Notice of Borrowing shall only specify the amount to be paid by the CS Lender Group with respect to such portion. Each Conduit Lender may, in its sole discretion, and the Committed Lender or the Committed Lenders shall, if the Conduit Lender in its or their related Lender Group elects, in its sole discretion, not to do so or if there is no Conduit Lender in its related Lender Group, initiate the wire for the applicable Advances in the amount so allocated to the Lender Groups by the Agent from the amounts requested by the Borrower pursuant to the applicable Notice of Borrowing to the Borrower’s Loan Proceeds Account by no later than 11:00 A.M. 2:00 P.M. (New York City time) on the third Business Day prior to Borrowing Date specified or deemed specified in such Notice of Borrowing. In connection with the date funding of the proposed Borrowing by each Advance, the Borrower to (or the Agent, which shall give to each Lender prompt notice thereof by telecopier or telex. Each notice on the Borrower’s behalf, out of a Borrowing (a "Borrowing Notice"the proceeds of the initial Advance) shall cause to be by telephonedeposited into the Liquidity Reserve Account an amount such that the amount on deposit therein is equal to the Liquidity Reserve Account Required Balance. (D) Notwithstanding the foregoing, confirmed immediately if any Committed Lender who shall have previously notified the Borrower in writing, or telecopier or telex, in substantially the form of Exhibit B E hereto, specifying thereinthat it has incurred any external cost, among fee or expense directly related to and as a result of the “liquidity coverage ratio” under Basel III in respect of its Commitment hereunder or any liquidity agreement between such Committed Lender and the Conduit Lender, or its interest in the Advances, such Committed Lender may, upon receipt of a Notice of Borrowing pursuant to Section 2.4(A), notify the Borrower in writing by 5:00 P.M. [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed. (New York City time) two (2) Business Days prior to the Borrowing Date specified in such Notice of Borrowing, in substantially the form of Exhibit F hereto (a “Delayed Funding Notice”), of its intent to fund (or, if applicable and if such Conduit Lender so agrees in its sole discretion, have its Conduit Lender, if applicable, fund all or part of) its allocated amount of the related Advance in an amount that would, if combined with all other thingsrequested Advances within the past thirty-five (35) days, exceed $20,000,000 (such amount, the requested “Delayed Amount”) on a Business Day that is on or before the thirty-fifth (35th) day following the date of delivery of such Committed Lender of such Delayed Funding Notice (the “Delayed Funding Date”) rather than on the date specified in such Notice of Borrowing. If any Committed Lender provides a Delayed Funding Notice to the Borrower following the delivery by the Borrower of a Notice of Borrowing, the amount Borrower may revoke such Notice of Borrowing by delivering written notice of the same to the Agent and the Funding Agents by 12:00 P.M. (New York city time) on the Business Day preceding the related Borrowing Date. No Committed Lender that has provided a Delayed Funding Notice in respect of an Advance (a “Delayed Funding Lender”) shall be considered to be in default of its obligation to fund its Delayed Amount pursuant to Section 2.4(C) hereunder unless and until it has failed to fund the Delayed Amount on or before the Delayed Funding Date. A Delayed Funding Lender is not obliged to fund until thirty-five (35) days have elapsed since the funding request. For the avoidance of doubt, a Delayed Funding Lender shall be required to fund its Delayed Amount regardless of the occurrence of an Amortization Event, Event of Default, Potential Amortization Event or Potential Default which occurs during the period from and including the related Borrowing Date to and including the related Delayed Funding Date, unless such Amortization Event, Event of Default, Potential Amortization Event or Potential Default relates to an Insolvency Event with respect to the Borrower. (E) If (i) one or more Delayed Funding Lenders provide a Delayed Funding Notice to the Borrower in respect of a Notice of Borrowing and (ii) the Borrower shall not have revoked the Notice of Borrowing prior to the Business Day preceding such Borrowing and Date, the Repayment Date of the Advances comprising such Borrowing. Each Lender Agent shall, before 11:00 A.M. by no later than 12:00 P.M. (New York City time) on the date of Business Day preceding such BorrowingBorrowing Date, make available for the account of its Domestic Lending Office direct each Lender Group and each Committed Lender that is not a Delayed Funding Lender with respect to the Agent at the Agent's Account, in same day funds, such Borrowing Date (each a “Non-Delayed Funding Lender's ratable ”) to fund an additional portion of such BorrowingAdvance on such Borrowing Date equal to such Non-Delayed Funding Lender’s proportionate share (based upon such Non-Delayed Funding Lender’s Commitment relative to the sum of the Commitments of all Non-Delayed Funding Lenders) of the aggregate Delayed Amounts with respect to such Borrowing Date; provided, that in no event shall a Non-Delayed Funding Lender be required to fund any amounts in excess of its Commitment. Subject to Section 2.4(C), in the case of a Non-Delayed Funding Lender that is a Committed Lender, such Committed Lender hereby agrees, or, in the case of a Non-Delayed Funding Lender that is a Lender Group, the Conduit Lender in such Lender Group may agree, in its sole discretion, and the Committed Lenders in such Lender Group hereby agree, to fund such portion of the Advance on such Borrowing Date. [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed. (F) After the Agent's receipt Non-Delayed Funding Lenders fund a Delayed Amount on any Borrowing Date in accordance with Section 2.4(E), the Delayed Funding Lender in respect of such funds Delayed Amount will be obligated to fund an amount equal to the excess, if any, of (a) such Delayed Amount over (b) the amount, if any, by which the portion of any principal distribution amount paid to such Non-Delayed Funding Lenders pursuant to Section 2.7 or any decrease to the outstanding principal balance made in accordance with Section 2.8, on any date during the period from and upon fulfillment including such Borrowing Date to but excluding the Delayed Funding Date for such Delayed Amount, was greater than what it would have been had such Delayed Amount been funded by such Delayed Funding Lender on such Borrowing Date (the “Delayed Funding Reimbursement Amount”) with respect to such Delayed Amount on or before its Delayed Funding Date, irrespective of whether the applicable Borrower would be able to satisfy the conditions set forth in Article IIISection 3.2(A) to an Advance, the Agent will make such funds available to the Borrower by depositing the proceeds of the Advances in such Dollar account of the Borrower (or of such Person as the Borrower shall specify to the Lender in the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior an amount equal to such Borrowing Notice) maintained with Delayed Funding Reimbursement Amount on such bank as the Borrower Delayed Funding Date. Such Delayed Funding Lender shall specify fund such Delayed Funding Reimbursement Amount on such Delayed Funding Date by paying such amount to the Agent in immediately available funds, and the Agent shall distribute such funds to each such Non-Delayed Funding Lender, pro rata based on the relative amount of such Delayed Amount funded by such Non-Delayed Funding Lender on such Borrowing Notice. The parties hereto understand and agree that the Initial Lender may, in its sole discretion (but shall have no obligation toDate pursuant to Section 2.4(E), designate a financial institution or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee of the Initial Lender shall be deemed to constitute performance by the Initial Lender for all purposes of this Agreement and the Note and shall discharge the Initial Lender from such obligation to the extent of such performance. (bG) Any Borrowing Notice delivered by the Borrower With respect to the Agent shall be irrevocable and binding on the Borrower. The Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Borrowing Notice for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made on the Restatement Date, if any, each Lender shall make the amount of its Advance available to the Paying Agent by such Lender as part wire transfer of such Borrowing when funds to the account specified in the Restatement Date Flow of Funds Memorandum no later than 2:00 P.M. (New York City time) on the Restatement Date. The Paying Agent shall receive and hold such Advance, as Advance in escrow for the benefit of the Agent and the Lenders. Upon a result of determination by the Agent that all conditions precedent to such failure, is not Advance to be made on the Restatement Date set forth in Article III have been satisfied or otherwise waived, the Agent shall notify the Paying Agent in writing (which may be via email) that the Paying Agent may distribute such dateAdvance to be made on the Restatement Date in accordance with the instructions set forth in the Restatement Date Flow of Funds Memorandum. The Agent may at any time prior to such distribution instruct the Paying Agent to return such Advance to be made on the Restatement Date to the Lenders in its sole discretion. (cH) The Agent shall only make available Notwithstanding any provision to the Borrower on the date of contrary herein or in any Borrowing the ratable portion of such Borrowing of each Lender that such Lender has made available other Transaction Document, with respect to the Agent on or prior to the date of such Borrowing. (d) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligationon the Restatement Date, if any, hereunder the Paying Agent is obligated only to make its Advance on perform the date duties specifically set forth in Section 2.4(G) or otherwise in the Restatement Date Flow of such BorrowingFunds Memorandum, but no Lender which shall be responsible for deemed purely ministerial in nature. Under no circumstance will the failure of Paying Agent be deemed to be a fiduciary to any other Lender Person with respect to make the Advance to be made by such other Lender on the date Restatement Date or the Paying Agent’s duties under Section 2.4(G) or the Restatement Date Flow of Funds Memorandum. With respect to such Advance to be made on the Restatement Date, the Paying Agent shall neither be responsible for, nor chargeable with, knowledge of the terms and conditions of any Borrowingother agreement, instrument, or document other than Section 2.4(G) and the Restatement Date Flow of [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed. Funds Memorandum, whether or not an original or a copy of such agreement has been provided to the Paying Agent; and the Paying Agent shall have no duty to know or inquire as to the performance or nonperformance of any provision of any such agreement, instrument, or document. With respect to such Advance to be made on the Restatement Date, the Paying Agent will not be responsible to determine or to make inquiry into any term, capitalized, or otherwise, not defined herein. Section 2.4(G) and the Restatement Date Flow of Funds Memorandum set forth all matters pertinent to the escrow of such Advance to be made on the Restatement Date contemplated hereunder, and no additional obligations of the Paying Agent with respect thereto shall be inferred or implied from the terms of this Agreement or any other agreement.

Making the Advances. (aA) Each Borrowing shall be made on noticeExcept as otherwise provided herein, given the Borrower may request the Lenders to make Advances to the Borrower, subject to the Advance Limitations, by the delivery to the Agent and each Funding Agent, not later than 11:00 A.M. 1:00 P.M. (New York City San Xxxx, Puerto Rico time) on the third two (2) Business Day Days prior to the date of the proposed Borrowing by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by telecopier or telex. Each Date of a written notice of a Borrowing (a "Borrowing Notice") shall be by telephone, confirmed immediately such request substantially in writing, or telecopier or telex, in substantially the form of Exhibit B hereto2 attached hereto (each such notice, specifying thereina “Notice of Borrowing”) together with a duly completed Borrowing Base Certificate signed by a Responsible Officer of the Borrower. Any Notice of Borrowing or Borrowing Base Certificate received by the Agent and the Funding Agents after the time specified in the immediately preceding sentence shall be deemed to have been received by the Agent and the Funding Agents on the next Business Day, among other things, and to the requested extent that results in the proposed Borrowing Date being earlier than two (2) Business Days after the date of delivery of such Notice of Borrowing, then the amount date specified in such Notice of Borrowing as the proposed Borrowing Date of an Advance shall be deemed to be the Business Day immediately succeeding the proposed Borrowing Date of such Advance specified in such Notice of Borrowing. The proposed Borrowing Date specified in a Notice of Borrowing shall be no earlier than two Business Days after the date of delivery of such Notice of Borrowing and may be up to a maximum of thirty (30) days after the Repayment Date date of the Advances comprising delivery of such Notice of Borrowing. Each Notice of Borrowing shall be irrevocable and shall specify (i) the aggregate principal amount of the Advance requested and (ii) the Borrowing Date (which shall be a Business Day). If the Agent contests the Borrower’s calculations or any statement within a Notice of Borrowing, it shall promptly inform the Borrower in writing (including by electronic mail) and no Lender shall be obligated to make an Advance in accordance with such Notice of Borrowing. The Borrower may then deliver an amended Notice of Borrowing to the Agent and each Funding Agent (or confirm the accuracy of the previously delivered Notice of Borrowing) or, by written notice, rescind the Notice of Borrowing; provided that if the Borrower elects to deliver an amended Notice of Borrowing, such amended Notice of Borrowing shall reflect a proposed Borrowing Date no earlier than two (2) Business Days after the date of delivery of such amended Notice of Borrowing. [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed. (B) The aggregate principal amount of each Advance by the Borrower shall not be less than $1,000,000. (C) The Notice of Borrowing shall specify the aggregate amount of Advances requested together with the allocated amount of Advances to be paid by each Lender Group based on its respective Lender Group Percentage. Each Conduit Lender may, in its sole discretion, and the Committed Lender or the Committed Lenders shall, if the Conduit Lender in its or their related Lender Group elects, in its sole discretion, not to do so or if there is no Conduit Lender in its related Lender Group, initiate the wire for the applicable Advances in an amount, for each Lender Group, equal to its Lender Group Percentage of the amounts requested by the Borrower pursuant to the applicable Notice of Borrowing to the Agent, before 11:00 A.M. 1:00 P.M. (New York City Puerto Rico time) on the date of such BorrowingBorrowing Date, make available for the account of its Domestic Lending Office to the Agent at the Agent's ’s Account, in same day funds, such Lender's Xxxxxx’s ratable portion of such BorrowingAdvance. After The Agent shall (to the Agent's receipt of extent that the Agent has received such funds from the Lenders prior to 3:00 P.M. (Puerto Rico time) on such day and upon subject to the fulfillment of the applicable conditions set forth in Article III, the Agent will ) make such funds available to the Borrower by depositing deposit to the Borrower’s Account (or such other account designated by the Borrower in such Notice of Borrowing, which may include the JPM Operating Account) by no later than 4:00 P.M. (San Xxxx, Puerto Rico time) on the Borrowing Date specified or deemed specified in such Notice of Borrowing. In connection with the funding of each Advance, the Borrower (or the Agent, on the Borrower’s behalf, out of the proceeds of the Advances in initial Advance) shall cause to be deposited into the Liquidity Reserve Account an amount such Dollar account of that the Borrower (or of such Person as the Borrower shall specify amount on deposit therein is equal to the Liquidity Reserve Account Required Balance. (D) Unless the Agent shall have received notice from a Committed Lender in the Borrowing Notice or by other written notice prior to the date of any Advance that such Committed Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify will not make available to the Agent such Committed Lender’s ratable portion of such Advance, the Agent may assume that such Committed Lender has made such portion available to the Agent on the date of such Advance in such Borrowing Notice. The parties hereto understand accordance with subsection (C) of this Section 2.4 and agree that the Initial Lender Agent may, in its sole discretion (reliance upon such assumption, but shall not have no the obligation to), designate a financial institution or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee of the Initial Lender shall be deemed to constitute performance by the Initial Lender for all purposes of this Agreement and the Note and shall discharge the Initial Lender from such obligation to the extent of such performance. (b) Any Borrowing Notice delivered by the Borrower to the Agent shall be irrevocable and binding on the Borrower. The Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Borrowing Notice for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) The Agent shall only make available to the Borrower on such date a corresponding amount. If and to the extent that such Committed Lender shall not have so made such ratable portion available to the Agent, such Committed Lender and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day until the date such amount is repaid or paid to the Agent, at (i) in the case of any Borrowing the Borrower, the interest rate applicable under Section 2.10 to such Advances and (ii) in the case of such Committed Lender, the Federal Funds Effective Rate. If such Committed Lender shall repay to the Agent such corresponding amount, such amount so paid shall constitute such Committed Lender’s ratable portion of such Borrowing the Advance for purposes of each Lender that such Lender has made available to the Agent on or prior to the date of such Borrowingthis Agreement. (dE) The failure obligation of each Committed Lender to fund its ratable portion of any Advance shall be several from that of each other Committed Lender to make (and neither the Advance to be made by it as part of Agent nor any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Committed Lender shall be responsible for the failure of any other Committed Lender that is a Defaulting Lender to make the Advance to be made by such other Lender on the date remit its ratable portion of any BorrowingAdvance), and the failure of any Committed Lender to so make such amount available to the Agent shall not relieve any other Committed Lender of its obligation hereunder. [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed.

Making the Advances. (a) Each Any SOFR Borrowing shall be made on noticein accordance with the Borrower’s irrevocable instruction to the Administrative Agent, given substantially in the form of Exhibit A, appropriately completed and signed by an Authorized Officer of the Borrower (the “Notice of Borrowing”). The Notice of Borrowing must be received by the Administrative Agent not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing by the Borrower to the Agent, which Borrowing. The Administrative Agent shall give to each Lender prompt notice of the details thereof by telecopier electronic communication. The Notice of Borrowing shall include an irrevocable instruction to the Administrative Agent to transfer on behalf of the Borrower, the proceeds of the SOFR Borrowing to an account designated by the Borrower in accordance with such Notice of Borrowing. If any fees, costs and expenses of any Agent, the Joint Lead Arrangers and Bookrunners and/or the Lenders (including the accrued fees and expenses of counsel to any Agent, the Joint Lead Arrangers and Bookrunners and the Lenders) are to be paid by the Borrower on the date of any such borrowing, the Administrative Agent shall have also received irrevocable instructions from the Borrower to transfer on behalf of the Borrower amounts payable for the payment of any fees, costs, or telexexpenses pursuant to a funds flow memorandum, which shall (i) be dated on or about the date of the Notice of Borrowing, (ii) be executed by an Authorized Officer of the Borrower, (iii) be addressed by the Borrower to the Administrative Agent and (iv) specify and include the location and number of the accounts to which funds are to be disbursed and all other information requested by the Administrative Agent. Each notice The Notice of a Borrowing (a "Borrowing Notice") shall be delivered to the Administrative Agent by telephonee-mail in portable document format (.pdf). Upon satisfaction of the applicable conditions set forth in Article III and, if applicable, Section 2.18, as determined by the Lenders and confirmed immediately in writing to the Administrative Agent (or waiver thereof by the Lenders (as notified to the Administrative Agent in writing) in accordance with this Agreement), or telecopier or telex, in substantially the form of Exhibit B hereto, specifying therein, among other things, the requested date of such Borrowing, each Lender shall make the amount of such Borrowing and each Advance to be made by it hereunder available to the Repayment Date of Administrative Agent in immediately available funds at the Advances comprising such Borrowing. Each Lender shall, before Administrative Agent’s Account not later than 11:00 A.M. a.m. (New York City time) on the proposed date of such Borrowing, thereof. The Administrative Agent is hereby authorized and directed to (and shall incur no liability in so doing) and shall make available for the account of its Domestic Lending Office to the Agent at the Agent's Account, in same day funds, such Lender's ratable portion of such Borrowing. After the Agent's receipt of all such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds so received available to the Borrower in like funds, by depositing the proceeds of the Advances in such Dollar account of the Borrower (or wire transfer of such Person as the Borrower shall specify to the Lender in the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial Lender may, in its sole discretion (but shall have no obligation to), designate a financial institution or another Person to perform the Initial Lender's obligations hereunder funds in accordance with the terms hereofNotice of Borrowing. The Borrower agrees that performance of any such obligation by any such designee of the Initial Any Lender shall be deemed to constitute performance by the Initial Lender for all purposes of this Agreement and the Note and shall discharge the Initial Lender from such obligation to the extent of such performancemay make Advances through its Affiliates. (b) Any The Notice of Borrowing Notice delivered by the Borrower to the Agent shall be irrevocable and binding on the Borrower. The Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Borrowing the Notice for such of Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits)loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) The Agent shall only obligations of the Lenders hereunder to make available to the Borrower on the date of any Borrowing the ratable portion of such Borrowing of each Lender that such Lender has made available to the Agent on or prior to the date of such Borrowing. (d) Advances are several but not joint. The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (a) Each The Borrowing shall be made on notice, given not later than 11:00 A.M. 12:00 noon (New York City time) on the third first Business Day prior to the date of the proposed Borrowing and shall consist of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by telecopier or telextelecopier. Each Such notice of a Borrowing (a "Borrowing Notice"the “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or telecopier or telexby telecopier, in substantially the form of Exhibit B hereto, specifying therein, among other things, therein the requested (i) date of such Borrowing, the amount of such Borrowing and the Repayment Date (ii) amount of the Advances comprising such Borrowing. Each Lender shall, before 11:00 A.M. 12:00 noon (New York City time) on the date of such the Borrowing, make available for the account of its Domestic Applicable Lending Office to the Administrative Agent at the Administrative Agent's ’s Account, in same day funds, such Lender's ’s ratable portion of the Borrowing in accordance with the respective Commitments of such BorrowingLender and the other Lenders. After the Administrative Agent's ’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower by depositing crediting the proceeds of the Advances in such Dollar account of the Borrower (or of such Person as the Borrower shall specify to the Lender in the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial Lender may, in its sole discretion (but shall have no obligation to), designate a financial institution or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee of the Initial Lender shall be deemed to constitute performance by the Initial Lender for all purposes of this Agreement and the Note and shall discharge the Initial Lender from such obligation to the extent of such performanceBorrower’s Account. (b) Any The Notice of Borrowing Notice delivered by the Borrower to the Agent shall be irrevocable and binding on the Borrower. The Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Borrowing Notice for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) The Unless the Administrative Agent shall only have received notice from a Lender prior to the date of the Borrowing that such Lender will not make available to the Administrative Agent such Lender’s ratable portion of the Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of the Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the date of any Borrowing the ratable portion of such Borrowing of each Lender extent that such Lender has shall not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay interest thereon, for each day from the date such amount is made available to the Agent on Borrower until the date such amount is repaid or prior paid to the date Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at such time under Section 2.07 to Advances comprising the Borrowing and (ii) in the case of such BorrowingLender, the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender’s Advance as part of the Borrowing for all purposes. (d) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such the Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any the Borrowing.

Making the Advances. (a) Each Borrowing Advance shall be made by Lender to the Borrower in same day funds by wire transfer to the Borrower's account referred to in Section 8.02 for wire transfers. Each Additional Advance shall be made on notice, given not later than 11:00 A.M. (New York City San Francisco time) on the third Business Day prior to the date of the proposed Borrowing Additional Advance, by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by telecopier or telex. Each notice of a Borrowing (a "Borrowing Notice") shall be by telephone, confirmed immediately in writing, or telecopier or telex, in substantially the form of Exhibit B heretoLender, specifying therein, among other things, the requested date of such Borrowing, the amount of such Borrowing and the Repayment Date of the Advances comprising such Borrowing. Each Lender shall, before 11:00 A.M. (New York City time) on the date of such Borrowing, make available for the account of its Domestic Lending Office to the Agent at the Agent's Account, in same day funds, such and amount thereof. Upon Lender's ratable portion of such Borrowing. After the Agent's receipt of such funds notice, Lender may determine in its sole and complete discretion to make of not to make such requested Additional Advance. Lender shall notify Borrower whether Lender will make such Additional Advance within two Business Days of Lender's receipt of notice requesting such Advance; provided, that if Lender shall not notify Borrower of Lender's agreement to make such Additional Advance within such period, the Lender shall be deemed to have notified Borrower that Lender will not make such Advance, and no further notice of Lender shall be required hereunder. If Lender shall notify Borrower of Lender's agreement to make such Additional Advance requested by Borrower and upon fulfillment of the applicable conditions set forth in Article IIIII, the Agent Lender will make such funds Additional Advance available to the Borrower in same day funds by depositing the proceeds of the Advances in such Dollar account of the Borrower (or of such Person as the Borrower shall specify wire transfer to the Lender Borrower's account referred to in the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial Lender may, in its sole discretion (but shall have no obligation to), designate a financial institution or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee of the Initial Lender shall be deemed to constitute performance by the Initial Lender herein for all purposes of this Agreement and the Note and shall discharge the Initial Lender from such obligation to the extent of such performancewire transfers. (b) Any Borrowing Notice delivered by Each notice from the Borrower to the Agent Lender requesting an Additional Advance shall be irrevocable and binding on the Borrower. The Borrower shall indemnify each the Lender against any loss, cost or expense incurred by such the Lender as a result of any failure to fulfill on or before the date specified in such Borrowing Notice notice for such Borrowing Additional Advance the applicable conditions set forth in Article IIIII, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such the Lender to fund the Additional Advance to be made by such Lender as part of such Borrowing when such the Additional Advance, as a result of such failure, is not made on such date. (c) The Agent shall only make available to the Borrower on the date of any Borrowing the ratable portion of such Borrowing of each Lender that such Lender has made available to the Agent on or prior to the date of such Borrowing. (d) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (a) Each Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by telecopier or telex. Each notice of a Borrowing (a "Borrowing Notice") shall be by telephone, confirmed immediately in writing, or telecopier or telex, in substantially the form of Exhibit B hereto, specifying therein, among other things, the requested (i) date of such Borrowing, (ii) the amount of such Borrowing and (iii) the Repayment Date of the Advances comprising initial Interest Period for such BorrowingAdvances. Each Lender shall, before 11:00 A.M. (New York City time) on the date of such Borrowing, make available for the account of its Domestic Eurodollar Lending Office to the Agent at the Agent's Account, in same day funds, such Lender's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower by depositing the proceeds of the Advances in such Dollar account of the Borrower (or of such Person as the Borrower shall specify to the Lender in the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial Lender may, in its sole discretion (but shall have no obligation to), designate a financial institution or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee of the Initial Lender shall be deemed to constitute performance by the Initial Lender for all purposes of this Agreement and the Note and shall discharge the Initial Lender from such obligation to the extent of such performance. (b) Anything in subsection (a) of this Section 2.02 to the contrary notwithstanding, the Borrower may not request a Borrowing if the obligation of the Lenders to make Advances shall be suspended pursuant to Section 2.10. (c) Any Borrowing Notice delivered by the Borrower to the Agent shall be irrevocable and binding on the Borrower. The Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Borrowing Notice for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (cd) The Agent shall only make available to the Borrower on the date of any Borrowing the ratable portion of such Borrowing of each Lender that such Lender has made available to the Agent on or prior to the date of such Borrowing. (de) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (a) Each Except as otherwise provided herein, the Borrower may request the Lenders to make Advances to the Borrower no more frequently than [***] per week by the delivery to the Administrative Agent, not later than [***] (New York City time) on any Business Day of a written notice of such request substantially in the form of Exhibit B attached hereto (each such notice, a “Notice of Borrowing”), together with a duly completed Borrowing Base Certificate, signed by a Responsible Officer and including a Schedule of Assets and Schedule of Ineligible Assets. Any Notice of Borrowing or Borrowing Base Certificate received by the Administrative Agent after the time specified in the immediately preceding sentence shall be deemed to have been received by the Administrative Agent on the next Business Day, and to the extent that results in the proposed Borrowing Date being earlier than three (3) Business Days after the date of delivery of such Notice of Borrowing, then the date specified in such Notice of Borrowing as the proposed Borrowing Date of an Advance shall be deemed to be the Business Day immediately succeeding the proposed Borrowing Date of such Advance originally specified in such Notice of Borrowing. The proposed Borrowing Date specified in a Notice of Borrowing shall be made no earlier than three (3) Business Days after the date of delivery of such Notice of Borrowing and may be up to a maximum of thirty (30) days after the date of delivery of such Notice of Borrowing. Unless otherwise provided herein, each Notice of Borrowing shall be irrevocable and shall specify (i) the aggregate principal amount of the Advance requested, and (ii) the Borrowing Date (which shall be a Business Day). (b) The aggregate principal amount of each Advance shall not be less than [***]. (c) Upon receipt by the Administrative Agent of a Notice of Borrowing and a Borrowing Base Certificate from the Borrower, the Administrative Agent shall promptly (on noticethe date of its deemed receipt of the related Borrowing Base Certificate) deliver to each Lender a copy of such Notice of Borrowing and a written notice specifying each Lender’s Applicable Percentage of the amount requested by the Borrower pursuant to the applicable Notice of Borrowing. Thereafter, given not each Lender shall make Advances in an aggregate amount equal to its Applicable Percentage of the amount requested by the Borrower pursuant to the applicable Notice of Borrowing to the Administrative Agent’s Account by no later than 11:00 A.M. [***] (New York City time) on the third Business Day prior to the date Borrowing Date specified or deemed specified in such Notice of the proposed Borrowing by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by telecopier or telex. Each notice of a Borrowing (a "Borrowing Notice") shall be by telephone, confirmed immediately in writing, or telecopier or telex, in substantially the form of Exhibit B hereto, specifying therein, among other things, the requested date of such Borrowing, the amount of such Borrowing and the Repayment Date of the Advances comprising such Borrowing. Each Lender shall, before 11:00 A.M. (New York City time) on the date of such Borrowing, make available for the account of its Domestic Lending Office to the Administrative Agent at the Agent's Account, in same day funds, such Lender's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will shall promptly make such funds Advance available to the Borrower by depositing the proceeds of the Advances in such Dollar account of the Borrower (or of such Person as the Borrower shall specify U.S. Dollars to the Lender in the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial Lender may, in its sole discretion (but shall have no obligation to), designate a financial institution or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee of the Initial Lender shall be deemed to constitute performance by the Initial Lender for all purposes of this Agreement and the Note and shall discharge the Initial Lender from such obligation to the extent of such performanceBorrower’s Account. (b) Any Borrowing Notice delivered by the Borrower to the Agent shall be irrevocable and binding on the Borrower. The Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Borrowing Notice for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) The Agent shall only make available to the Borrower on the date of any Borrowing the ratable portion of such Borrowing of each Lender that such Lender has made available to the Agent on or prior to the date of such Borrowing. (d) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (a) Each Borrowing Advance shall be made on notice, given not later than 11:00 A.M. 3:00 P.M. (New York City time) on the third Business Day prior to fifteenth day next preceding the date of the proposed Borrowing Advance, by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by telecopier or telexLender. Each such notice of a Borrowing an Advance (a "Borrowing Notice"“Notice of Borrowing”) shall be made by telephone, confirmed immediately notice in writing, or telecopier or telex, in substantially the form of Exhibit B hereto, specifying therein, among other things, therein the requested (i) date of such BorrowingAdvance (the “Advance Date”), the and (ii) amount of such Borrowing Advance, and attaching a reasonably detailed list, duly certified by the Repayment Date Joint Steering Committee, of the Eligible Costs and Expenses expected to be incurred by the Borrower during the next succeeding fiscal quarter, plus Eligible Costs and Expenses incurred by the Borrower previously other than Eligible Costs and Expenses with respect to which Advances comprising such Borrowinghave been made previously. Each The Lender shall, before 11:00 A.M. 3:00 P.M. (New York City time) on the date of such BorrowingAdvance Date, make available for the account of its Domestic Lending Office to the Agent at the Agent's Account, in same day funds, such Lender's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower by depositing the proceeds of the Advances in such Dollar account of the Borrower (or of such Person as the Borrower shall specify to the Lender directed in the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to of Borrowing. Funds received after such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial Lender may, in its sole discretion (but shall have no obligation to), designate a financial institution or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee of the Initial Lender time shall be deemed to constitute performance have been received by the Initial Lender for all purposes of this Agreement and Borrower on the Note and shall discharge the Initial Lender from such obligation to the extent of such performancenext succeeding Business Day. (b) Any Borrowing Notice delivered To the extent the Lender has incurred Eligible Costs and. Expenses for which the Lender has invoiced the Borrower and that are reimbursable to the Lender by the Borrower pursuant to the Agent terms of the Development Agreement, the Lender may, at its sole option, upon notice to the Borrower, set off against such reimbursable Eligible Costs and Expenses by making a deemed Advance to the Borrower in the amount of the reimbursable Eligible Costs and Expenses to be so set off against. Such deemed Advance shall be made by notice on the fifteenth Business Day preceding the date of the proposed deemed Advance to the Borrower specifying the date of such deemed Advance and the amount of such deemed Advance and attaching a reasonably detailed list of the Eligible Costs and Expenses incurred by the Lender with respect to which a Deemed Advance is proposed to be made. An advance made pursuant to this clause (b) shall be a “Deemed Advance” for purposes of this Agreement. A Deemed Advance shall not exceed the Commitment for the applicable period less any Advances then outstanding. (c) Each Deemed Advance made hereunder shall be considered an Advance to the Borrower for all purposes under this Agreement; provided, however, that the Lender shall not make funds available to the Borrower in respect of a Deemed Advance. (d) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. The Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Borrowing Notice for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) The Agent shall only make available to the Borrower on the date of any Borrowing the ratable portion of such Borrowing of each Lender that such Lender has made available to the Agent on or prior to the date of such Borrowing. (d) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (aA) Each Except as otherwise provided herein, the Borrower may request that the Lenders make Advances to the Borrower by the delivery to the Administrative Agent, each Funding Agent and the Paying Agent, not later than 1:00 P.M. (New York City time) two (2) Business Days prior to the proposed Funding Date of a written notice of such request substantially in the form of Exhibit B-2 attached hereto (each such notice, a “Notice of Borrowing”) together with a duly completed Borrowing Base Certificate signed by a Responsible Officer of the Borrower. Any Notice of Borrowing or Borrowing Base Certificate received by the Administrative Agent, the Funding Agents and the Paying Agent after the time specified in the immediately preceding sentence shall be deemed to have been received by the Administrative Agent, the Funding Agents and the Paying Agent on the next Business Day, and to the extent that results in the proposed Funding Date being earlier than two (2) Business Days after the date of delivery of such Notice of Borrowing, then the date specified in such Notice of Borrowing as the proposed Funding Date of an Advance shall be deemed to be the Business Day immediately succeeding the proposed Funding Date of such Advance specified in such Notice of Borrowing. The proposed Funding Date specified in a Notice of Borrowing shall be no earlier than two (2) Business Days after the date of delivery of such Notice of Borrowing and may be up to a maximum of thirty (30) days after the date of delivery of such Notice of Borrowing. Unless otherwise provided herein, each Notice of Borrowing shall be irrevocable. The aggregate principal amount of the Class A Advance and Class B Advance requested by the Borrower for any Funding Date shall not be less than the lesser of (x) $[***] and (y) the remaining amount necessary in order for the Borrower to fully utilize all available Commitments. If the Administrative Agent delivers a written notice (including by electronic mail) to the Borrower contesting the Borrower’s calculations or any statement within such Notice of Borrowing, it shall promptly inform the Borrower. The Borrower may then deliver an amended Notice of Borrowing to the Administrative Agent, the Funding Agents and the Paying Agent or, by written notice, rescind the Notice of Borrowing. (B) The Notice of Borrowing shall specify (i) the aggregate amount of Class A Advances requested together with the allocated amount of Class A Advances to be paid by each Class A Lender Group based on its respective Class A Lender Group Percentage, (ii)(a) the aggregate amount of Class B-I Advances requested together with the allocated amount of Class B-I Advances to be paid by each Class B-I Lender Group based on its respective Class B-I Lender Group Percentage, or (b) the aggregate amount of Class B-II Advances requested together with the allocated amount of Class B-II Advances to be paid by each Class B-II Lender Group based on its respective Class B-II Lender Group Percentage and (iii) the Funding Date. The amount of Class A Advances to Class B Advances requested shall be determined on a pro rata basis based on the Class A Borrowing Base and Class B Aggregate Borrowing Base as of the proposed Funding Date; provided that (i) the Borrower may request Class A Advances and/or Class B Advances which are not pro rata (i) to the extent that the outstanding Advances made by any Non-Conduit Lender, together with the amount of Advances to be made by such Non-Conduit Lender after giving effect to such requested Advances, equal its Commitment or (ii) the Borrower may request Class A Advances which are not pro rata if the Class B Availability Termination Date shall have occurred. With respect to any Class B Advances requested, the Borrower shall only request and is only permitted to request Class B-II Advances if the amount of outstanding Class B-I Advances is equal to the Class B-I Commitment. Each Funding Agent may, in its sole discretion, allocate any requested Advances among the Lenders in its Lender Group. (C) With respect to the Advances to be made on noticethe Original Closing Date, given not each Lender shall pay the amount of its Advance by wire transfer of such funds to the Borrower’s Account no later than 11:00 A.M. 4:00 P.M. (New York City time) on the third Business Day prior Original Closing Date. (D) With respect to the date of Advances to be made on any Funding Date, other than the proposed Borrowing initial Advance to be made on the Original Closing Date, upon a determination by the Borrower Administrative Agent that all conditions precedent to the AgentAdvances to be made on such Funding Date set forth in Article IIISection 3.2 have been satisfied or otherwise waived, which shall give to each Lender prompt notice thereof shall fund the amount of its Advance by telecopier or telex. Each notice wire transfer of a Borrowing such funds in accordance with the Borrower’s written instructions initiated no later than 2:00 P.M. (a "Borrowing Notice"New York City time) on such Funding Date. (E) Notwithstanding the foregoing, if any Non-Conduit Lender who shall be by telephone, confirmed immediately have previously notified the Borrower in writing, or telecopier or telex, in substantially the form of Exhibit B H hereto, specifying thereinthat it has incurred any external cost, among fee or expense directly related to and as a result of the “liquidity coverage ratio” under Basel III in respect of its Commitment hereunder or any liquidity agreement between such Non-Conduit Lender and the Conduit Lender, or its interest in the Advances, such Non-Conduit Lender may, upon receipt of a Notice of Borrowing pursuant to Section 2.4(A), notify the Borrower in writing by 5:00 P.M. (New York City time) two (2) Business Days prior to the Funding Date specified in such Notice of Borrowing, in substantially the form of Exhibit I hereto (a “Delayed Funding Notice”), of its intent to fund (or, if applicable and if such Conduit Lender so agrees in its sole discretion, have its Conduit Lender, if applicable, fund all or part of) its allocated amount of the related Advance in an amount that would, if combined with all other thingsrequested Advances within the past thirty-five (35) days, exceed $[***] (such amount, the requested “Delayed Amount”) on a Business Day that is on or before the thirty-fifth (35th) day following the date of delivery of such Non-Conduit Lender of such Delayed Funding Notice (the “Delayed Funding Date”) rather than on the date specified in such Notice of Borrowing. If any Non-Conduit Lender provides a Delayed Funding Notice to the Borrower following the delivery by the Borrower of a Notice of Borrowing, the amount Borrower may revoke such Notice of such Borrowing by delivering written notice of the same to the Administrative Agent and the Repayment Date of the Advances comprising such Borrowing. Each Lender shall, before 11:00 A.M. Funding Agents by 12:00 P.M. (New York City time) on the date Business Day preceding the related Funding Date. No Non-Conduit Lender that has provided a Delayed Funding Notice in respect of such Borrowing, make available for the account an Advance (a “Delayed Funding Lender”) shall be considered to be in default of its Domestic Lending Office obligation to fund its Delayed Amount pursuant to Section 2.4(D) hereunder unless and until it has failed to fund the Delayed Amount on or before the Delayed Funding Date. A Delayed Funding Lender is not obliged to fund until thirty-five (35) days have elapsed since the funding request. For the avoidance of doubt, a Delayed Funding Lender shall be required to fund its Delayed Amount regardless of the occurrence of an Amortization Event, Event of Default, Potential Amortization Event or Potential Default which occurs during the period from and including the related Funding Date to and including the related Delayed Funding Date, unless such Amortization Event, Event of Default, Potential Amortization Event or Potential Default relates to an Insolvency Event with respect to the Borrower. (F) If (i) one or more Delayed Funding Lenders provide a Delayed Funding Notice to the Borrower in respect of a Notice of Borrowing and (ii) the Borrower shall not have revoked the Notice of Borrowing prior to the Business Day preceding such Funding Date, the Administrative Agent at shall, by no later than 12:00 P.M. (New York City time) on the Agent's AccountBusiness Day preceding such Funding Date, in same day funds, direct each Lender Group and each Non-Conduit Lender that is not a Delayed Funding Lender with respect to such Funding Date (each a “Non-Delayed Funding Lender's ratable ”) to fund an additional portion of such BorrowingAdvance on such Funding Date equal to such Non-Delayed Funding Lender’s proportionate share (based upon such Non-Delayed Funding Lender’s Commitment relative to the sum of the Commitments of all Non-Delayed Funding Lenders) of the aggregate Delayed Amounts with respect to such Funding Date; provided, that in no event shall a Non-Delayed Funding Lender be required to fund any amounts in excess of its Commitment. Subject to Section 2.4(D), in the case of a Non-Delayed Funding Lender that is a Non-Conduit Lender, such Non-Conduit Lender hereby agrees, or, in the case of a Non-Delayed Funding Lender that is a Lender Group, the Conduit Lender in such Lender Group may agree, in its sole discretion, and the Non-Conduit Lenders in such Lender Group hereby agree, to fund such portion of the Advance on such Funding Date. (G) After the Agent's receipt Non-Delayed Funding Lenders fund a Delayed Amount on any Funding Date in accordance with Section 2.4(F), the Delayed Funding Lender in respect of such funds Delayed Amount will be obligated to fund an amount equal to the excess, if any, of (a) such Delayed Amount over (b) the amount, if any, by which the portion of any principal distribution amount paid to such Non-Delayed Funding Lenders pursuant to Section 2.7 or any decrease to the outstanding principal balance made in accordance with Section 2.8, on any date during the period from and upon fulfillment including such Funding Date to but excluding the Delayed Funding Date for such Delayed Amount, was greater than what it would have been had such Delayed Amount been funded by such Delayed Funding Lender on such Funding Date (the “Delayed Funding Reimbursement Amount”) with respect to such Delayed Amount on or before its Delayed Funding Date, irrespective of whether the applicable Borrower would be able to satisfy the conditions set forth in Article IIISection 3.2(A) to an Advance, in an amount equal to such Delayed Funding Reimbursement Amount on such Delayed Funding Date. Such Delayed Funding Lender shall fund such Delayed Funding Reimbursement Amount on such Delayed Funding Date by paying such amount to the Administrative Agent in immediately available funds, and the Administrative Agent shall distribute such funds to each such Non-Delayed Funding Lender, pro rata based on the relative amount of such Delayed Amount funded by such Non-Delayed Funding Lender on such Funding Date pursuant to Section 2.4(F). (H) Notwithstanding anything to the contrary set forth in this Agreement, the Agent will make such funds available to the Borrower by depositing the proceeds of the Advances in such Dollar account of the Borrower (or of such Person as the Borrower shall specify to the Lender in the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial Lender may, in its sole discretion (but shall have no obligation to), designate a financial institution or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee of the Initial Lender Class B-II Lenders shall be deemed to constitute performance satisfy their obligation to timely fund a Class B-II Advance so long as the Class B-II Lenders funds such Class B-II Advance by the Initial Lender for all purposes of this Agreement and the Note and shall discharge the Initial Lender from such obligation to the extent of such performanceBusiness Day immediately succeeding any Funding Date. (b) Any Borrowing Notice delivered by the Borrower to the Agent shall be irrevocable and binding on the Borrower. The Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Borrowing Notice for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (c) The Agent shall only make available to the Borrower on the date of any Borrowing the ratable portion of such Borrowing of each Lender that such Lender has made available to the Agent on or prior to the date of such Borrowing. (d) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Making the Advances. (a) Each Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by telecopier or telex. Each notice of a Borrowing (a "Borrowing Notice") shall be by telephone, confirmed immediately in writing, or telecopier or telex, in substantially the form of Exhibit B hereto, specifying therein, among other things, the requested (i) date of such Borrowing, (ii) the amount of such Borrowing and (iii) the Repayment Date of the Advances comprising initial Interest Period for such BorrowingAdvances. Each Lender shall, before 11:00 A.M. (New York City time) on the date of such Borrowing, make available for the account of its Domestic Eurodollar Lending Office to the Agent at the Agent's Account, in same day funds, such Lender's ratable portion of such Borrowing. After the Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower by depositing the proceeds of the Advances in such Dollar account of the Borrower (or of such Person as the Borrower shall specify to the Lender in the Borrowing Notice or by other written notice to the Lender given simultaneously with or prior to such Borrowing Notice) maintained with such bank as the Borrower shall specify to the Agent in such Borrowing Notice. The parties hereto understand and agree that the Initial Lender may, in its sole discretion (but shall have no obligation to), designate a financial institution or another Person to perform the Initial Lender's obligations hereunder in accordance with the terms hereof. The Borrower agrees that performance of any such obligation by any such designee of the Initial Lender shall be deemed to constitute performance by the Initial Lender for all purposes of this Agreement and the Note and shall discharge the Initial Lender from such obligation to the extent of such performance. (b) Anything in subsection (a) of this Section 2.02 to the contrary notwithstanding, the Borrower may not request a Borrowing if the obligation of the Lenders to make Advances shall be suspended pursuant to Section 2.10. (c) Any Borrowing Notice delivered by the Borrower to the Agent shall be irrevocable and binding on the Borrower. The Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Borrowing Notice for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. (cd) The Agent shall only make available to the Borrower on the date of any Borrowing the ratable portion of such Borrowing of each Lender that such Lender has made available to the Agent on or prior to the date of such Borrowing. (de) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.any