Common use of Procedures for Advances by Lenders Clause in Contracts

Procedures for Advances by Lenders. (a) No later than (I) 2:00 p.m. two Business Days prior to the related Funding Date with respect to additional Loans not previously financed by the Borrower with the Lenders, and (II) 6:30 p.m. one Business Day prior to the related Funding Date with respect to Loans the Borrower has previously financed with the Lenders on a prior Funding Date, the Borrower (or the Servicer on its behalf) shall deliver: (i) to the Administrative Agent, the Backup Servicer and the Trustee, written notice of such proposed Funding Date (including a duly completed Borrowing Base Certificate updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof); (ii) to the Administrative Agent, a wire disbursement and authorization form, to the extent not previously delivered; (iii) the Borrower may request an Advance as contemplated by this Section 2.2(a) and the Lenders will fund such Advance as contemplated by this Section 2.2; provided that, (a) the Lenders shall direct the proceeds of such Advance only to the Funding Account, (b) the Borrower hereby covenants not to withdraw any proceeds of such Advance from the Funding Account until the related Loan being financed has closed, and (c) upon the initial withdrawal of such proceeds from the Funding Account, the Borrower shall automatically be deemed to represent and warrant in favor of the Lenders that such Loan has closed and the related Required Loan Files are in the possession of the Borrower (which Required Loan Files the Borrower agrees to deliver to the Trustee within three (3) Business Days after the related Funding Date); (iv) to the Administrative Agent and the Trustee, a duly completed Borrowing Notice which shall (a) specify the desired amount of such Advance (which amount must be at least equal to $250,000 in the case of a new Loan), to be allocated to each Lender Group in accordance with its Pro Rata Share, (b) specify the proposed Funding Date of such Advance, (c) specify the Loans to be financed on such Funding Date (including the appropriate Loan number, Outstanding Loan Balance for each Loan and identifying each Loan by type and its applicable underlying Eligible Assets) and (d) include a representation that all conditions precedent for an Advance described in Article III hereof have been met; and (v) in respect of additional Loans not previously financed by the Borrower with the Lenders only, to the Administrative Agent any credit summary, credit write-up or internal audit report prepared by the Originator as well as a certification that the Portfolio Acquisition and Disposition Requirement is satisfied with respect to any new Eligible Loans becoming a part of the Collateral. (b) Each Borrowing Notice shall be irrevocable. If any Borrowing Notice is received by the Administrative Agent after (i) 2:00 p.m. two Business Days prior to the related Funding Date with respect to additional Loans not previously financed by the Borrower with the Lenders, and (ii) 6:30 p.m. one Business Day prior to the related Funding Date with respect to Loans the Borrower has previously financed with the Lenders on a prior Funding Date, or, in each case, on a day that is not a Business Day, such Borrowing Notice shall be deemed to be received by the Administrative Agent at 9:00 a.m. on the next Business Day; provided that in such an instance the Administrative Agent shall use a best efforts basis to fulfill the Borrowing Notice on the requested Funding Date and shall otherwise (subject to satisfaction of the conditions precedent therefore) fulfill the Borrowing Notice on the following Business Day after the requested Funding Date. (c) On the proposed Funding Date, subject to the limitations set forth in Section 2.1(b) and upon satisfaction of the applicable conditions set forth in Article III, a Conduit Lender may in its sole discretion, and its related Committed Lender shall, if such Conduit Lender elects not to do so, make available to the Borrower in same day funds, at such bank or other location reasonably designated by the Borrower in the Borrowing Notice given pursuant to this Section 2.2, an amount equal to such Lender Group’s Pro Rata Share of the least of (i) the amount requested by the Borrower for such Advance, (ii) the aggregate unused Commitments then in effect, and (iii) an amount equal to the Availability on such Funding Date. Each Conduit Lender may fund an Advance hereunder by either the issuance of Commercial Paper Notes or pursuant to a draw under a Liquidity Agreement in its sole discretion. Each Conduit Lender confirms its intention to fund Advances via the issuance of Commercial Paper Notes prior to the occurrence of a Termination Event, an Unmatured Termination Event, a market disruption in the commercial paper market, receipt of contrary instruction or guidance by an applicable regulatory authority or other circumstances making the issuance of Commercial Paper Notes impractical in the commercially reasonable discretion of such Conduit Lender. Any decision of a Conduit Lender to issue Commercial Paper Notes to fund an Advance shall be made by such Conduit Lender in its sole discretion and it is understood and agreed that only such an Advance would accrue Interest at the CP Rate. (d) On each Funding Date, the obligation of each Committed Lender to remit its Pro Rata Share of any such Advance shall be several from that of each other Committed Lender and the failure of any Committed Lender to so make such amount available to the Borrower shall not relieve any other Committed Lender of its obligation hereunder.

Procedures for Advances by Lenders. (a) No later than (I) 2:00 p.m. two Business Days prior to the related Funding Date with respect to additional Loans not previously financed by the Borrower with the Lenders, and (II) 6:30 p.m. one Business Day prior to the related Funding Date with respect to Loans the Borrower has previously financed with the Lenders on a prior Funding Date, the Borrower (or the Servicer on its behalf) shall deliver: (i) to the Administrative Agent, the Backup Servicer and the Trustee, written notice of such proposed Funding Date (including a duly completed Borrowing Base Certificate updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof); (ii) to the Administrative Agent, a wire disbursement and authorization form, to the extent not previously delivered; (iii) with respect to any Loan closed in escrow, to the Borrower may request an Advance as contemplated by this Section 2.2(a) Administrative Agent and the Lenders will fund Trustee a certification substantially in the form of Exhibit M (or such other form as the Administrative Agent may agree) from outside counsel to the Originator or the Obligor of such Loan concerning possession and delivery of certain documentation relating to the Eligible Loans to be funded by such Advance as contemplated by this Section 2.2; provided that(which, not withstanding clause (a) the Lenders shall direct the proceeds of such Advance only above, may be delivered on or prior to the Funding Account, (b) the Borrower hereby covenants not to withdraw any proceeds of such Advance from the Funding Account until the related Loan being financed has closed, and (c) upon the initial withdrawal of such proceeds from the Funding Account, the Borrower shall automatically be deemed to represent and warrant in favor of the Lenders that such Loan has closed and the related Required Loan Files are in the possession of the Borrower (which Required Loan Files the Borrower agrees to deliver to the Trustee within three (3) Business Days after the related Funding Date); (iv) to the Administrative Agent and the Trustee, a duly completed Borrowing Notice which shall (a) specify the desired amount of such Advance (which amount must be at least equal to $250,000 in the case of a new Loan), to be allocated to each Lender Group in accordance with its Pro Rata Share, (b) specify the proposed Funding Date of such Advance, (c) specify the Loans to be financed on such Funding Date (including the appropriate Loan number, Outstanding Loan Balance for each Loan and identifying each Loan by type and its applicable underlying Eligible Assets) and (d) include a representation that all conditions precedent for an Advance described in Article III hereof have been met; and (v) in respect of additional Loans not previously financed by the Borrower with the Lenders only, to the Administrative Agent any credit summary, credit write-up or internal audit report prepared by the Originator as well as a certification that the Portfolio Acquisition and Disposition Requirement is satisfied with respect to any new Eligible Loans becoming a part of the Collateral. (b) Each Borrowing Notice shall be irrevocable. If any Borrowing Notice is received by the Administrative Agent after (i) 2:00 p.m. two Business Days prior to the related Funding Date with respect to additional Loans not previously financed by the Borrower with the Lenders, and (ii) 6:30 p.m. one Business Day prior to the related Funding Date with respect to Loans the Borrower has previously financed with the Lenders on a prior Funding Date, or, in each case, on a day that is not a Business Day, such Borrowing Notice shall be deemed to be received by the Administrative Agent at 9:00 a.m. on the next Business Day; provided that in such an instance the Administrative Agent shall use a best efforts basis to fulfill the Borrowing Notice on the requested Funding Date and shall otherwise (subject to satisfaction of the conditions precedent therefore) fulfill the Borrowing Notice on the following Business Day after the requested Funding Date. (c) On the proposed Funding Date, subject to the limitations set forth in Section 2.1(b) and upon satisfaction of the applicable conditions set forth in Article III, a Conduit each Lender may in its sole discretion, and its related Committed Lender shall, if such Conduit Lender elects not to do so, shall make available to the Borrower in same day funds, at such bank or other location reasonably designated by the Borrower in the Borrowing Notice given pursuant to this Section 2.2, an amount equal to such Lender GroupLender’s Pro Rata Share of the least of (i) the amount requested by the Borrower for such Advance, (ii) the aggregate unused Commitments then in effect, and (iii) an amount equal to the Availability on such Funding Date. Each Conduit Lender may fund an Advance hereunder by either the issuance of Commercial Paper Notes or pursuant to a draw under a Liquidity Agreement in its sole discretion. Each Conduit Lender confirms its intention to fund Advances via the issuance of Commercial Paper Notes prior to the occurrence of a Termination Event, an Unmatured Termination Event, a market disruption in the commercial paper market, receipt of contrary instruction or guidance by an applicable regulatory authority or other circumstances making the issuance of Commercial Paper Notes impractical in the commercially reasonable discretion of such Conduit the Lender. Any decision of a Conduit Lender to issue Commercial Paper Notes to fund an Advance shall be made by such Conduit Lender in its sole discretion and it is understood and agreed that only such an Advance would accrue Interest at the CP Rate. (d) On each Funding Date, the obligation of each Committed Lender to remit its Pro Rata Share of any such Advance shall be several from that of each other Committed Lender and the failure of any Committed Lender to so make such amount available to the Borrower shall not relieve any other Committed Lender of its obligation hereunder.

Procedures for Advances by Lenders. (ai) No Subject to the limitations set forth in this Section 2.3, the Borrower may request a Loan Advance by delivering to the Administrative Agent the information and documents set forth in this Section 2.3 at the applicable times provided herein. Each Advance from a Lender hereunder shall be effected by the Borrower (or the Collateral Manager on its behalf) delivering to the Administrative Agent and Lender (with a copy to the Trustee) a duly completed Borrowing Notice (along with a Borrowing Base Certificate and current Loan Tape) no later than (I) 2:00 p.m. two Business Days prior to the related Funding Date with respect to additional Loans not previously financed by the Borrower with the LendersLoan Advances, and (II) 6:30 no later than 2:00 p.m. one Business Day prior to the related Funding Date with respect to Loans the Borrower has previously financed with the Lenders on a prior Funding Date, the Borrower (or the Servicer on its behalf) shall deliver: (i) to the Administrative Agent, the Backup Servicer and the Trustee, written notice of such proposed Funding Date (including a duly completed Borrowing Base Certificate updated or such shorter period as agreed to the date such Advance is requested and giving pro forma effect from time to the Advance requested and the use of the proceeds thereof); (ii) to the Administrative Agent, a wire disbursement and authorization form, to the extent not previously delivered; (iii) the Borrower may request an Advance as contemplated time by this Section 2.2(a) and the Lenders will fund such Advance as contemplated by this Section 2.2; provided that, (a) the Lenders shall direct the proceeds of such Advance only to the Funding Account, (b) the Borrower hereby covenants not to withdraw any proceeds of such Advance from the Funding Account until the related Loan being financed has closed, and (c) upon the initial withdrawal of such proceeds from the Funding Account, the Borrower shall automatically be deemed to represent and warrant in favor of the Lenders that such Loan has closed and the related Required Loan Files are in the possession of the Borrower (which Required Loan Files the Borrower agrees to deliver to the Trustee within three (3) Business Days after the related Funding Date); (iv) to the Administrative Agent and each of the Trustee, a duly completed Lenders). Each Borrowing Notice which shall (ai) specify the desired amount of such Advance (Advance, which amount must be at least equal to $250,000 500,000 and integral multiples of $10,000 in the case of a new Loan)excess thereof, to be allocated to each Lender Group in accordance with its Pro Pro-Rata Share, (bii) specify the proposed Funding Date of for such Advance, (ciii) specify the Loans which are to be financed on such Funding Date in the then-current Loan Tape, (including iv) specify the appropriate amount of cash required to be deposited into the Unfunded Exposure Account in connection with any Revolving Loan numberor Delayed Draw Term Loan funded by such Advance, Outstanding Loan Balance for each Loan and identifying each Loan by type and its applicable underlying Eligible Assets) if applicable, and (dv) include a representation that all conditions precedent for an Advance described in Article III hereof have been met; and (v) in respect of additional Loans not previously financed by the Borrower with the Lenders only, to the Administrative Agent any credit summary, credit write-up or internal audit report prepared by the Originator as well as a certification that the Portfolio Acquisition and Disposition Requirement is satisfied with respect to any new Eligible Loans becoming a part of the Collateral. (b) . Each Borrowing Notice shall be irrevocable. If any Borrowing Notice is received by the Administrative Agent after (i) 2:00 p.m. two Business Days prior to p.m., in the related Funding Date with respect to additional Loans not previously financed by the Borrower with the Lenderscase of a Loan Advance, and (ii) 6:30 p.m. one on a Business Day prior to the related Funding Date with respect to Loans the Borrower has previously financed with the Lenders on a prior Funding Date, or, in each case, or on a day that is not a Business Day, such Borrowing Notice shall be deemed to be received by the Administrative Agent at 9:00 a.m. on the next following Business Day; provided that in such an instance the Administrative Agent shall use a best efforts basis to fulfill the Borrowing Notice on the requested Funding Date and shall otherwise (subject to satisfaction of the conditions precedent therefore) fulfill the Borrowing Notice on the following Business Day after the requested Funding Date. (cj) On each Funding Date the proposed Funding Date, subject obligation of each Revolving Lender to remit its Pro-Rata Share of any such Advance shall be several from that of each other Revolving Lender and the failure of any Lender to so make such amount available to the limitations set forth in Section 2.1(bBorrower shall not relieve any other Revolving Lender of its obligation hereunder. (k) and upon Upon satisfaction of the applicable conditions set forth in Article III, on the related Funding Date of an Advance, subject to the limitations set forth in Section 2.1 in the case of a Conduit Loan Advance, each Lender may in its sole discretion, and its related Committed Lender shall, if such Conduit Lender elects not to do so, shall make available to the Borrower by no later than 2:00 p.m. in same day funds, at such bank or other location reasonably designated by the Borrower in the Borrowing Notice given pursuant to this Section 2.22.1, an amount equal to such Lender Group’s Pro its Pro-Rata Share of the least lesser of (ix) the amount requested by the Borrower for such AdvanceAdvance and (y) the excess of the Maximum Availability at such time over the aggregate Advances Outstanding. (l) Subject to the terms, conditions, provisions and limitations set forth herein, the Borrower may (i) borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Closing Date and prior to the end of the Revolving Period; (ii) repay or prepay Advances at any time after the aggregate unused Commitments then in effect, Revolving Period; and (iii) an amount equal at any time, withdraw funds in the Unfunded Exposure Account in order to satisfy its funding obligations under its Delayed Draw Term Loans and Revolving Loans and deposit Principal Collections received from its Revolving Loans into the Unfunded Exposure Account (up to the Availability Aggregate Exposure Amount) in accordance with Section 6.4(k). (m) Notwithstanding anything to the contrary herein (including, without limitation, the occurrence of an Event of Default (other than the occurrence of an Insolvency Event with respect to the Borrower) or the existence of an Unmatured Event of Default), if, upon the earlier to occur of the end of the Revolving Period or the Termination Date, the amount on such Funding Date. Each Conduit Lender may fund deposit in the Unfunded Exposure Account is less than the Aggregate Exposure Amount, the Borrower covenants and agrees to (i) request an Advance hereunder from the Revolving Lenders in the amount of such shortfall for deposit into the Unfunded Exposure Account and/or (ii) deposit other funds of the Borrower in the amount of such shortfall into the Unfunded Exposure Account. For purposes of any Advance required to be requested by either the issuance Borrower to fulfill such funding obligation, the conditions precedent set forth in Section 3.2 shall be deemed to have been satisfied (other than the non-occurrence of Commercial Paper Notes an Event of Default related to an Insolvency Event with respect to the Borrower). Following the disbursement of such Advance to the Borrower by deposit into the Unfunded Exposure Account on the Funding Date (which shall be no later than two Business Days following the occurrence of such Termination Date), no further Advances will be made. (n) For the avoidance of doubt, the Borrower may acquire Cash or Eligible Loans (pursuant to a draw under a Liquidity Agreement Section 3.3) for any purpose not in violation of the Transaction Documents from equity contributions from its equityholders; provided that any asset to be contributed to the Borrower that is not Cash or an Eligible Loan (added pursuant to Section 3.3) must be approved by the Administrative Agent in its sole and absolute discretion. Each Conduit Lender confirms its intention to fund Advances via the issuance of Commercial Paper Notes prior to the occurrence of a Termination Event, an Unmatured Termination Event, a market disruption in the commercial paper market, receipt of contrary instruction or guidance by an applicable regulatory authority or other circumstances making the issuance of Commercial Paper Notes impractical in the commercially reasonable discretion of such Conduit Lender. Any decision of a Conduit Lender to issue Commercial Paper Notes to fund an Advance shall be made by such Conduit Lender in its sole discretion and it is understood and agreed that only such an Advance would accrue Interest at the CP Rate. (d) On each Funding Date, the obligation of each Committed Lender to remit its Pro Rata Share of any such Advance shall be several from that of each other Committed Lender and the failure of any Committed Lender to so make such amount available to the Borrower shall not relieve any other Committed Lender of its obligation hereunder.

Procedures for Advances by Lenders. (a) No later than (I) 2:00 p.m. two Business Days prior Subject to the related Funding Date with respect to additional Loans not previously financed by limitations set forth in this Section 2.3, the Borrower with the Lenders, and (II) 6:30 p.m. one Business Day prior may request a Loan Advance or a Swingline Advance by delivering to the related Funding Date with respect to Loans Administrative Agent the Borrower has previously financed with information and documents set forth in this Section 2.3 at the Lenders on applicable times provided herein. Each Advance from a prior Funding Date, Lender hereunder shall be effected by the Borrower (or the Servicer on its behalf) shall deliver: (i) to the Administrative Agent, the Backup Servicer and the Trustee, written notice of such proposed Funding Date (including a duly completed Borrowing Base Certificate updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof); (ii) to the Administrative Agent, a wire disbursement and authorization form, to the extent not previously delivered; (iii) the Borrower may request an Advance as contemplated by this Section 2.2(a) and the Lenders will fund such Advance as contemplated by this Section 2.2; provided that, (a) the Lenders shall direct the proceeds of such Advance only to the Funding Account, (b) the Borrower hereby covenants not to withdraw any proceeds of such Advance from the Funding Account until the related Loan being financed has closed, and (c) upon the initial withdrawal of such proceeds from the Funding Account, the Borrower shall automatically be deemed to represent and warrant in favor of the Lenders that such Loan has closed and the related Required Loan Files are in the possession of the Borrower (which Required Loan Files the Borrower agrees to deliver to the Trustee within three (3) Business Days after the related Funding Date); (iv) delivering to the Administrative Agent and Lender (with a copy to the Trustee, ) a duly completed Borrowing Notice which (along with a Borrowing Base Certificate, current Loan Tape and any applicable Approval Notices) no later than (i) with respect to Loan Advances, no later than 2:00 p.m. one Business Day prior to the proposed Funding Date (or such shorter period as agreed to from time to time by the Administrative Agent and each of the Lenders) and (ii) with respect to Swingline Advances, no later than 3:00 p.m. on the proposed Funding Date. Each Borrowing Notice shall (ai) specify the desired amount of such Advance (Advance, which amount must be at least equal to $250,000 in the case of a new Loan)250,000, to be allocated to each Lender Group in accordance with its Pro Pro-Rata Share, (bii) specify the proposed Funding Date of for such Advance, (ciii) specify the Loans which are to be financed on such Funding Date in the then-current Loan Tape or that such amount is required to be paid by the Borrower to the Swingline Lender hereunder, (including iv) specify the appropriate amount of cash required to be deposited into the Unfunded Exposure Account in connection with any Revolving Loan numberor Delayed Draw Term Loan funded by such Advance, Outstanding Loan Balance for each Loan and identifying each Loan by type and its applicable underlying Eligible Assets) if applicable, and (dv) include a representation that all conditions precedent for an Advance described in Article III hereof have been met; and (v) in respect of additional Loans not previously financed by the Borrower with the Lenders only, to the Administrative Agent any credit summary, credit write-up or internal audit report prepared by the Originator as well as a certification that the Portfolio Acquisition and Disposition Requirement is satisfied with respect to any new Eligible Loans becoming a part of the Collateral. (b) . Each Borrowing Notice shall be irrevocable. If any Borrowing Notice is received by the Administrative Agent after (ix) 2:00 p.m. two Business Days prior to p.m., in the related Funding Date with respect to additional Loans not previously financed by case of a Loan Advance, or (y) 3:00 p.m., in the Borrower with the Lenders, and (ii) 6:30 p.m. one Business Day prior to the related Funding Date with respect to Loans the Borrower has previously financed with the Lenders on case of a prior Funding Date, orSwingline Advance, in each case, on a Business Day or on a day that is not a Business Day, such Borrowing Notice shall be deemed to be received by the Administrative Agent at 9:00 a.m. on the next following Business Day; provided that in such an instance the Administrative Agent shall use a best efforts basis to fulfill the Borrowing Notice on the requested . (b) On each Funding Date and shall otherwise (but subject to satisfaction Section 2.26(a)(iii), the obligation of each Revolving Lender to remit its Pro-Rata Share of any such Advance shall be several from that of each other Revolving Lender and the conditions precedent therefore) fulfill failure of any Lender to so make such amount available to the Borrowing Notice on the following Business Day after the requested Funding DateBorrower shall not relieve any other Revolving Lender of its obligation hereunder. (c) On the proposed Funding Date, subject to the limitations set forth in Section 2.1(b) and upon Upon satisfaction of the applicable conditions set forth in Article III, on the relating Funding Date of an Advance, subject to the limitations set forth in Section 2.1: (i) in the case of a Conduit Loan Advance, each Lender may in its sole discretion, and its related Committed Lender shall, if such Conduit Lender elects not to do so, shall make available to the Borrower by no later than 12:00 noon in same day funds, at such bank or other location reasonably designated by the Borrower in the Borrowing Notice given pursuant to this Section 2.22.1, an amount equal to such Lender Group’s Pro its Pro-Rata Share of the lesser of (x) the amount requested by the Borrower for such Advance and (y) the excess of the Maximum Availability at such time over the aggregate Advances Outstanding. (ii) in the case of a Swingline Advance, the Swingline Lender shall make available to the Borrower in same day funds by wire transfer to the account designated by Borrower in the applicable Funding Notice given pursuant to this Section 2.3 an amount equal to the least of (i) the amount requested by the Borrower for such Swingline Advance, (ii) the aggregate unused Commitments positive difference between (A) the Swingline Commitment then in effecteffect and (B) the aggregate outstanding Swingline Advances as of such date, (iii) the maximum amount that, after taking into account the proposed use of the proceeds of such Swingline Advance, could be advanced to the Borrower hereunder without causing the Advances Outstanding to exceed the Maximum Availability and (iv) the unused Commitment at such time of Xxxxx Fargo as Revolving Lender. (d) Subject to the terms, conditions, provisions and limitations set forth herein, the Borrower may (i) borrow, repay or prepay and reborrow Advances without any penalty, fee or premium on and after the Closing Date and prior to the end of the Revolving Period; (ii) repay or prepay Advances at any time after the Revolving Period; and (iii) an amount equal at any time, withdraw funds in the Unfunded Exposure Account in order to satisfy its funding obligations under its Delayed Draw Term Loans and Revolving Loans and deposit Principal Collections received from its Revolving Loans into the Unfunded Exposure Account (up to the Availability on such Funding Date. Each Conduit Lender may fund an Advance hereunder by either Aggregate Exposure Amount) in accordance with Section 6.4(k). (e) Notwithstanding anything to the issuance of Commercial Paper Notes or pursuant to a draw under a Liquidity Agreement in its sole discretion. Each Conduit Lender confirms its intention to fund Advances via the issuance of Commercial Paper Notes prior to contrary herein (including, without limitation, the occurrence of a Termination Event, Event (other than the occurrence of an Insolvency Event with respect to the Borrower) or the existence of an Unmatured Termination Event), a market disruption if, upon the earlier to occur of the end of the Revolving Period or the Termination Date, the amount on deposit in the commercial paper marketUnfunded Exposure Account is less than the Aggregate Exposure Amount, receipt of contrary instruction or guidance by the Borrower covenants and agrees to (i) request an applicable regulatory authority or other circumstances making Advance hereunder from the issuance of Commercial Paper Notes impractical Revolving Lenders in the commercially reasonable discretion amount of such Conduit Lendershortfall for deposit into the Unfunded Exposure Account and/or (ii) deposit other funds of the Borrower in the amount of such shortfall into the Unfunded Exposure Account. Any decision For purposes of any Advance required to be requested by the Borrower to fulfill such funding obligation, the conditions precedent set forth in Section 3.2 shall be deemed to have been satisfied (other than the non-occurrence of a Conduit Lender Termination Event related to issue Commercial Paper Notes an Insolvency Event with respect to fund an the Borrower). Following the disbursement of such Advance to the Borrower by deposit into the Unfunded Exposure Account on the Funding Date (which shall be made no later than two Business Days following the occurrence of such Termination Date), no further Advances will be made. (f) For the avoidance of doubt, the Borrower may acquire Cash or Eligible Loans (pursuant to Section 3.3) for any purpose not in violation of the Transaction Documents from equity contributions from its equityholders; provided that any asset to be contributed to the Borrower that is not Cash or an Eligible Loan (added pursuant to Section 3.3) must be approved by such Conduit Lender the Administrative Agent in its sole discretion and it is understood and agreed that only such an Advance would accrue Interest at the CP Rateabsolute discretion. (d) On each Funding Date, the obligation of each Committed Lender to remit its Pro Rata Share of any such Advance shall be several from that of each other Committed Lender and the failure of any Committed Lender to so make such amount available to the Borrower shall not relieve any other Committed Lender of its obligation hereunder.

Procedures for Advances by Lenders. (a) No later than (I) 2:00 p.m. two Business Days prior to the related Funding Date with respect to additional Loans not previously financed by the Borrower with the Lenders, and (II) 6:30 p.m. one Business Day prior to the related Funding Date with respect to Loans the Borrower has previously financed with the Lenders on a prior Funding Date, the Borrower (or the Servicer on its behalf) shall deliver: (i) to the Administrative Agent, each Committed Lender, the Backup Servicer and the Trustee, written notice of such proposed Funding Date (including a duly completed Borrowing Base Certificate updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof); (ii) to the Administrative Agent, a wire disbursement and authorization form, to the extent not previously delivered; (iii) the Borrower may request an Advance as contemplated by this Section 2.2(a) and the Lenders will fund such Advance as contemplated by this Section 2.2; provided that, (a) the Lenders shall direct the proceeds of such Advance only to the Funding Account, (b) the Borrower hereby covenants not to withdraw any proceeds of such Advance from the Funding Account until the related Loan being financed has closed, and (c) upon the initial withdrawal of such proceeds from the Funding Account, the Borrower shall automatically be deemed to represent and warrant in favor of the Lenders that such Loan has closed and the related Required Loan Files are in the possession of the Borrower (which Required Loan Files the Borrower agrees to deliver to the Trustee within three (3) Business Days after the related Funding Date); (iv) to the Administrative Agent each Lender and the Trustee, a duly completed Borrowing Notice which shall (a) specify the desired amount of such Advance (which amount must be at least equal to $250,000 500,000 in the case of a new Loan), to be allocated to each Lender Group in accordance with its Pro Rata Share, (b) specify the proposed Funding Date of such Advance, (c) specify the Loans to be financed on such Funding Date (including the appropriate Loan number, Outstanding Loan Balance for each Loan and identifying each Loan by type and its applicable underlying Eligible Assets) and (d) include a representation that all conditions precedent for an Advance described in Article III hereof have been met; and (v) in respect of additional Loans not previously financed by the Borrower with the Lenders only, to the Administrative Agent any credit summary, credit write-up or internal audit report prepared by the Originator as well as a certification that the Portfolio Acquisition and Disposition Requirement is satisfied with respect to any new Eligible Loans becoming a part of the Collateral. (b) Each Borrowing Notice shall be irrevocable. If any Borrowing Notice is received by the Administrative Agent any Lender after (i) 2:00 p.m. two Business Days prior to the related Funding Date with respect to additional Loans not previously financed by the Borrower with the Lenders, and (ii) 6:30 p.m. one Business Day prior to the related Funding Date with respect to Loans the Borrower has previously financed with the Lenders on a prior Funding Date, or, in each case, on a day that is not a Business Day, such Borrowing Notice shall be deemed to be received by the Administrative Agent Lenders at 9:00 a.m. on the next Business Day; provided that in such an instance the Administrative Agent Lenders shall use a best efforts basis to fulfill the Borrowing Notice on the requested Funding Date and shall otherwise (subject to satisfaction of the conditions precedent therefore) fulfill the Borrowing Notice on the following Business Day after the requested Funding Date. (c) On the proposed Funding Date, subject to the limitations set forth in Section 2.1(b) and upon satisfaction of the applicable conditions set forth in Article III, a Conduit Lender may in its sole discretion, and its related Committed Lender shall, if such Conduit Lender elects not to do so, make available to the Borrower in same day funds, at such bank or other location reasonably designated by the Borrower in the Borrowing Notice given pursuant to this Section 2.2, an amount equal to such Lender Group’s Pro Rata Share of the least of (i) the amount requested by the Borrower for such Advance, (ii) the aggregate unused Commitments then in effect, and (iii) an amount equal to the Availability on such Funding Date. Each Conduit Lender may fund an Advance hereunder by either the issuance of Commercial Paper Notes or pursuant to a draw under a Liquidity Agreement in its sole discretion. Each Conduit Lender confirms its intention to fund Advances via the issuance of Commercial Paper Notes prior to the occurrence of a Termination Event, an Unmatured Termination Event, a market disruption in the commercial paper market, receipt of contrary instruction or guidance by an applicable regulatory authority or other circumstances making the issuance of Commercial Paper Notes impractical in the commercially reasonable discretion of such Conduit Lender. Any decision of a Conduit Lender to issue Commercial Paper Notes to fund an Advance shall be made by such Conduit Lender in its sole discretion and it is understood and agreed that only such an Advance would accrue Interest at the CP Rate. (d) On each Funding Date, the obligation of each Committed Lender to remit its Pro Rata Share of any such Advance shall be several from that of each other Committed Lender and the failure of any Committed Lender to so make such amount available to the Borrower shall not relieve any other Committed Lender of its obligation hereunder.

Procedures for Advances by Lenders. (a) No later than 11:00 a.m. two (I2) 2:00 p.m. two Business Days prior to the related Funding Date with respect to additional Loans not previously financed by the Borrower with the Lenders, and (II) 6:30 p.m. one Business Day prior to the related Funding Date with respect to Loans the Borrower has previously financed with the Lenders on a prior Funding Date, the Borrower (or the Servicer on its behalf) shall deliver: (i) to the Administrative Agent, the Backup Servicer and the TrusteeCollateral Custodian, written notice of such proposed Funding Date (including a duly completed Borrowing Base Certificate updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof); (ii) to the Administrative Agent, a wire disbursement and authorization form, to the extent not previously delivered;; and (iii) the Borrower may request an Advance as contemplated by this Section 2.2(a) and the Lenders will fund such Advance as contemplated by this Section 2.2; provided that, (a) the Lenders shall direct the proceeds of such Advance only to the Funding Account, (b) the Borrower hereby covenants not to withdraw any proceeds of such Advance from the Funding Account until the related Loan being financed has closed, and (c) upon the initial withdrawal of such proceeds from the Funding Account, the Borrower shall automatically be deemed to represent and warrant in favor of the Lenders that such Loan has closed and the related Required Loan Files are in the possession of the Borrower (which Required Loan Files the Borrower agrees to deliver to the Trustee within three (3) Business Days after the related Funding Date); (iv) to the Administrative Agent and the TrusteeCollateral Custodian, a duly completed Borrowing Notice which shall (a) specify the desired amount of such Advance (which amount must be at least equal to $250,000 in the case of a new Loan250,000), to be allocated to each Lender Group in accordance with its Pro Rata Share, (b) specify the proposed Funding Date of such Advance, (c) specify the Loans Receivables to be financed on such Funding Date (including the appropriate Loan number, Receivable number and Outstanding Loan Receivable Balance for each Loan and identifying each Loan by type and its applicable underlying Eligible AssetsReceivable) and (d) include a representation that all conditions precedent for an Advance described in Article III hereof have been met; and (v) in respect of additional Loans not previously financed by the Borrower with the Lenders only, to the Administrative Agent any credit summary, credit write-up or internal audit report prepared by the Originator as well as a certification that the Portfolio Acquisition and Disposition Requirement is satisfied with respect to any new Eligible Loans becoming a part of the Collateral. (b) Each Borrowing Notice shall be irrevocable. If any Borrowing Notice is received by the Administrative Agent after 11:00 a.m. two (i2) 2:00 p.m. two Business Days prior to the related Funding Date with respect to additional Loans not previously financed by the Borrower with the Lenders, and (ii) 6:30 p.m. one Business Day prior to the related Funding Date with respect to Loans the Borrower has previously financed with the Lenders on a prior Funding Date, or, in each case, or on a day that is not a Business Day, such Borrowing Notice shall be deemed to be received by the Administrative Agent at 9:00 a.m. on the next Business Day; provided that in such an instance the Administrative Agent shall use a best efforts basis to fulfill the Borrowing Notice on the requested Funding Date and shall otherwise (subject to satisfaction of the conditions precedent therefore) fulfill the Borrowing Notice on the following Business Day after the requested Funding Date. (c) On the proposed Funding Date, subject to the limitations set forth in Section 2.1(b2.1(a) and upon satisfaction of the applicable conditions set forth in Article III, a Conduit each Lender may in its sole discretion, and its related Committed Lender shall, if such Conduit Lender elects not to do so, shall make available to the Borrower in same day immediately available funds, at such bank or other location reasonably designated by the Borrower in the Borrowing Notice given pursuant to this Section 2.2, an amount equal to such Lender GroupLender’s Pro Rata Share of the least of (i) the amount requested by the Borrower for such Advance, and (ii) the aggregate unused Commitments then in effect, and (iii) an amount equal to the Availability on such Funding Date. Each Conduit Lender may fund an Advance hereunder by either through the issuance of Commercial Paper Notes or pursuant to a draw under a Liquidity Agreement Agreement, as determined in its such Lender’s sole and absolute discretion. Each Conduit The Lender confirms its intention acknowledges that, as of the Closing Date, it intends to fund the Advances via through the issuance of Commercial Paper Notes prior to the occurrence of a Termination Event, an Unmatured Termination Event, a market disruption in the commercial paper market, receipt of contrary instruction or guidance by an applicable regulatory authority or other circumstances making the issuance of Commercial Paper Notes impractical in the commercially reasonable discretion of such Conduit Lender. Any decision of a Conduit Lender to issue Commercial Paper Notes to fund an Advance shall be made by such Conduit Lender in its sole discretion and it is understood and agreed that only such an Advance would accrue Interest at the CP RateNotes. (d) On each Funding Date, the obligation of each Committed Lender to remit its Pro Rata Share of any such Advance shall be several from that of each other Committed Lender and the failure of any Committed Lender to so make such amount available to the Borrower shall not relieve any other Committed Lender of its obligation hereunder.

Procedures for Advances by Lenders. (a) Subject to the limitations set forth in Section 2.1(b), the Borrower may request an Advance from the Lenders by delivering to the Lender Agents at certain times the information and documents set forth in this Section 2.2. (b) No later than (I) 2:00 p.m. two Business Days prior to on the related Funding Date with respect to additional Loans not previously financed by the Borrower with the Lenders, and (II) 6:30 p.m. one Business Day prior to the related proposed Funding Date with respect to Loans (or 10:00 a.m. on the Borrower has previously financed with the Lenders on Business Day proposed for a prior Funding DateSame Day Funding), the Borrower (or the Servicer on its behalf) shall deliver: (i) to the Administrative Agent, the Backup Servicer Agent and the Trustee, written notice of such proposed Funding Date (including a duly completed Borrowing Base Certificate updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof); (ii) to the Administrative Agent, a description of the Obligor and the Loan(s) (if any) to be funded by the proposed Advance; (iii) to the Administrative Agent, a wire disbursement and authorization form, to the extent not previously delivered; (iii) the Borrower may request an Advance as contemplated by this Section 2.2(a) and the Lenders will fund such Advance as contemplated by this Section 2.2; provided that, (a) the Lenders shall direct the proceeds of such Advance only to the Funding Account, (b) the Borrower hereby covenants not to withdraw any proceeds of such Advance from the Funding Account until the related Loan being financed has closed, and (c) upon the initial withdrawal of such proceeds from the Funding Account, the Borrower shall automatically be deemed to represent and warrant in favor of the Lenders that such Loan has closed and the related Required Loan Files are in the possession of the Borrower (which Required Loan Files the Borrower agrees to deliver to the Trustee within three (3) Business Days after the related Funding Date); (iv) to the Administrative Agent, each Lender Agent and the Trustee, Trustee a duly completed Borrowing Notice in the form of Exhibit A-1, which shall (a) specify the desired amount of such Advance (Advance, which amount must be at least equal to $250,000 in the case of a new Loan)500,000, to be allocated to each Conduit Lender Group and each Institutional Lender in accordance with its Pro Rata Share, (b) specify whether the Advance is a Same Day Advance, (c) specify the proposed Funding Date of such Advance, which Funding Date shall, in the case of a Same Day Advance, be deemed to be the date of the Borrowing Notice or, if such Borrowing Notice is received after the time specified in Section 2.2(c), the next Business Day, (cd) specify the Loans Loan(s) to be financed on such Funding Date Date, if any, (including the appropriate Loan file number, Outstanding Loan Balance for each Loan and identifying each Loan by type and its proposed Advance Rate applicable underlying Eligible Assetsto each such Loan) and (de) include a representation that all conditions precedent for an Advance described in Article III hereof have been met; and (v) in respect of additional Loans not previously financed by the Borrower with the Lenders only, to the Administrative Agent any credit summary, credit write-up or internal audit report prepared by the Originator as well as a certification that the Portfolio Acquisition and Disposition Requirement is satisfied with respect to any new Eligible Loans becoming a part of the Collateral. (bc) Each Borrowing Notice shall be irrevocable. If any Borrowing Notice is received by the Administrative Agent after and each Lender Agent (i) in the case of an Advance other than a Same Day Advance, after 2:00 p.m. two Business Days prior to on the related Funding Date with respect to additional Loans not previously financed by the Borrower with the Lenders, and (ii) 6:30 p.m. one Business Day prior to the related Funding Date with respect to Loans Business Day for which such Advance is requested, (ii) in the Borrower has previously financed with case of a Same Day Advance, after 10:00 a.m. on the Lenders on a prior Funding Date, or, in each case, Business Day for which such Advance is requested or (iii) on a day that is not a Business Day, such Borrowing Notice shall be deemed to be received by the Administrative Agent and each Lender Agent at 9:00 a.m. on the next Business Day; provided that in such an instance the Administrative Agent shall use a best efforts basis to fulfill the Borrowing Notice on the requested Funding Date and shall otherwise (subject to satisfaction of the conditions precedent therefore) fulfill the Borrowing Notice on the following Business Day after the requested Funding Date. (cd) On the proposed Funding Date, subject to the limitations set forth in Section 2.1(b) and upon satisfaction of the applicable conditions set forth in Article III, a Conduit each Lender may in its sole discretion, and its related Committed Lender shall, if such Conduit Lender elects not to do so, shall make available to the Borrower in same day funds, at such bank or other location reasonably designated by the Borrower in the Borrowing Notice given pursuant to this Section 2.2, an amount equal to such Lender GroupLender’s Pro Rata Share of the least of (i) the amount requested by the Borrower for such Advance, (ii) the aggregate unused Commitments then in effect, effect and (iii) an amount equal to the Availability on such Funding Date. Each Conduit Lender ; provided that no more than two Same Day Advances, each in a maximum aggregate amount not to exceed the least of (x) the amount requested by the Borrower for such Same Day Advance (which may fund not exceed $5,000,000 per request), (y) the aggregate unused Commitments then in effect and (z) an Advance hereunder by either the issuance of Commercial Paper Notes or pursuant to a draw under a Liquidity Agreement in its sole discretion. Each Conduit Lender confirms its intention to fund Advances via the issuance of Commercial Paper Notes prior amount equal to the occurrence of a Termination EventAvailability on such Funding Date, an Unmatured Termination Event, a market disruption may be funded in the commercial paper market, receipt of contrary instruction or guidance by an applicable regulatory authority or other circumstances making the issuance of Commercial Paper Notes impractical in the commercially reasonable discretion of such Conduit Lender. Any decision of a Conduit Lender to issue Commercial Paper Notes to fund an Advance shall be made by such Conduit Lender in its sole discretion and it is understood and agreed that only such an Advance would accrue Interest at the CP Rateany calendar week. (de) On each Funding Date, the obligation of each Committed Lender to remit its Pro Rata Share of any such Advance shall be several from that of each other Committed Lender and the failure of any Committed Conduit Lender or Institutional Lender to so make such amount available to the Borrower shall not relieve any other Committed Lender of its obligation hereunder.