Common use of Substitute or Additional Collateral Clause in Contracts

Substitute or Additional Collateral. (i) The Borrower shall have the right, from time to time at its election but subject to the terms of this Section 3.2 and the other provisions of this Agreement, to add one or more Eligible Underlying Loans to the Collateral pledged to the Bank hereunder and/or to remove one or more Eligible Underlying Loans from the Collateral pledged to the Bank hereunder. (ii) In connection with the addition of any new Eligible Underlying Loan to the Collateral pledged to the Bank hereunder: (A) The Borrower shall give the Bank at least three (3) Business Days’ prior written notice of the Borrower’s intention to add such new Eligible Underlying Loan to the Collateral, which notice shall be accompanied by such documents, instruments and other materials as shall be reasonably required by the Bank in order to enable the Bank to assess and evaluate the value and adequacy of such new Eligible Underlying Loan. The Bank shall be deemed to have approved such addition if the Bank has not objected to same within three (3) Business Days after the Borrower has provided all of the materials required by this clause (A). (B) The Borrower shall mortgage, pledge, hypothecate, transfer and grant to the Bank (or cause one or more Pledgors to mortgage, pledge, hypothecate, transfer and grant to the Bank) a first position security interest in and lien on each such new Eligible Underlying Loan. (iii) No Eligible Underlying Loan shall be removed from the Collateral pledged to the Bank hereunder unless all of the following conditions are satisfied: (A) No Default or Event of Default then exists hereunder, and no Default of Event of Default will result from such removal. (B) Immediately after such removal, the aggregate principal amount of all Advances outstanding under this Agreement will not exceed the lesser of (1) the Maximum Amount or (2) the Borrowing Base. (C) The Borrower shall have given the Bank at least three (3) Business Days’ prior written notice of the Borrower’s intention to remove such Eligible Underlying Loan(s), which notice shall be accompanied by a Borrowing Base Certificate effective as of the date of such notice and prepared and calculated as if the Eligible Underlying Loans to be removed had already been removed. The Bank shall be deemed to have approved such removal if the Bank has not objected to same within three (3) Business Days after the Borrower has provided all of the materials required by this clause (C). (b) In addition to the foregoing, if at any time and for whatever reason the aggregate outstanding principal amount of Advances hereunder exceeds the Borrowing Base (such excess being hereinafter referred to as an “Overadvance”) and the Borrower has not immediately paid the Overadvance, together with accrued interest thereon, to the Bank upon demand therefor in accordance with Section 2.8 hereof, then the Borrower shall, within five (5) Business Days, mortgage, pledge, hypothecate, transfer and grant to the Bank (or cause one or more Pledgors to mortgage, pledge, hypothecate, transfer and grant to the Bank) a first position security interest in and lien on one or more additional Eligible Underlying Loans in an aggregate principal amount sufficient to eliminate the Overadvance. At least two (2) Business Days prior to the expiration of such 5-Business-Day period, the Borrower shall deliver to the Bank such documents, instruments and other materials as shall be reasonably required by the Bank in order to enable the Bank to assess and evaluate the value and adequacy of such new Eligible Underlying Loan(s). (c) In connection with any change in the Collateral as contemplated by this Section 3.2, the Borrower, at the Borrower’s cost and expense, shall (and shall cause the Pledgors to) execute and deliver such documents, instruments and certificates, and take such other actions, as shall be reasonably required by the Bank in order to evidence, effectuate, implement, secure, confirm or perfect any such mortgage, pledge, hypothecate, transfer and grant of any new Eligible Underlying Loan or any such removal of any existing Eligible Underlying Loan, including without limitation the filing of financing statements or amendment statements under the Code. All additional Eligible Underlying Loans mortgaged, pledged, hypothecated, transferred and granted to the Bank after the date hereof shall automatically be and become part of the Collateral pledged to the Bank hereunder with the same force and effect as the original Underlying Loans set forth on Schedule I hereto. All costs and expenses incurred by the Bank in connection with any such mortgage, pledge, hypothecate, transfer and grant of any new Eligible Underlying Loan or any such removal of any existing Eligible Underlying Loan, including without limitation all filing fees and all reasonable attorney’s fees and disbursements, shall be paid by the Borrower immediately upon demand by the Bank.

Substitute or Additional Collateral. Section 3.2(a) of the Loan Agreement is hereby amended and restated in its entirety as follows: (i) The Borrower shall have the right, from time to time at its election but subject to the terms of this Section 3.2 and the other provisions of this Agreement, to add one or more Eligible Underlying Loans to the Collateral pledged to the Bank hereunder and/or to remove one or more Eligible Underlying Loans from the Collateral pledged to the Bank hereunder. (ii) In connection with the addition of any new Eligible Underlying Loan to the Collateral pledged to the Bank hereunder: (A) The , the Borrower shall give the Bank at least three (3) Business Days’ prior written notice of the Borrower’s intention to add such new Eligible Underlying Loan to the Collateral, which notice shall be accompanied by such documents, instruments and other materials as shall be reasonably required by the Bank in order to enable the Bank to assess and evaluate the value and adequacy of such new Eligible Underlying Loan. The Bank shall be deemed to have approved such addition if the Bank has not objected to same within three (3) Business Days after the Borrower has provided all of the materials required by this clause (A). (B) The Borrower shall mortgage, pledge, hypothecate, transfer and grant to the Bank (or cause one or more Pledgors to mortgage, pledge, hypothecate, transfer and grant to . Upon the Bank) a first position security interest in and lien on ’s approval or deemed approval of each such new Eligible Underlying Loan, the same shall automatically (without the need for any further documentation) constitute part of the Collateral for all purposes under this Agreement. (iii) No Eligible Underlying Loan shall be removed from the Collateral pledged to the Bank hereunder unless all of the following conditions are satisfied: (A) No Default or Event of Default then exists hereunder, and no Default of Event of Default will result from such removal. (B) Immediately after such removal, the aggregate principal amount of all Advances outstanding under this Agreement will not exceed the lesser of (1) the Maximum Amount or (2) the Borrowing BaseBase (as the Borrowing Base is reduced as a result of the removal of the applicable Eligible Underlying Loan). (C) The Borrower shall have given the Bank at least three (3) Business Days’ prior written notice of the Borrower’s intention to remove such Eligible Underlying Loan(s), which notice shall be accompanied by a Borrowing Base Certificate effective as of the date of such notice and prepared and calculated as if the Eligible Underlying Loans to be removed had already been removed. The Bank shall be deemed to have approved such removal if the Bank has not objected to same within three (3) Business Days after the Borrower has provided all of the materials required by this clause (C). (b) In addition to the foregoing, if at any time and for whatever reason the aggregate outstanding principal amount of Advances hereunder exceeds the Borrowing Base (such excess being hereinafter referred to as an “Overadvance”) and the Borrower has not immediately paid the Overadvance, together with accrued interest thereon, to the Bank upon demand therefor in accordance with Section 2.8 hereof, then the Borrower shall, within five (5) Business Days, mortgage, pledge, hypothecate, transfer and grant to the Bank (or cause one or more Pledgors to mortgage, pledge, hypothecate, transfer and grant to the Bank) a first position security interest in and lien on one or more additional Eligible Underlying Loans in an aggregate principal amount sufficient to eliminate the Overadvance. At least two (2) Business Days prior to the expiration of such 5-Business-Day period, the Borrower shall deliver to the Bank such documents, instruments and other materials as shall be reasonably required by the Bank in order to enable the Bank to assess and evaluate the value and adequacy of such new Eligible Underlying Loan(s). (c) In connection with any change in the Collateral as contemplated by this Section 3.2, the Borrower, at the Borrower’s cost and expense, shall (and shall cause the Pledgors to) execute and deliver such documents, instruments and certificates, and take such other actions, as shall be reasonably required by the Bank in order to evidence, effectuate, implement, secure, confirm or perfect any such mortgage, pledge, hypothecate, transfer and grant of any new Eligible Underlying Loan or any such removal of any existing Eligible Underlying Loan, including without limitation the filing of financing statements or amendment statements under the Code. All additional Eligible Underlying Loans mortgaged, pledged, hypothecated, transferred and granted to the Bank after the date hereof shall automatically be and become part of the Collateral pledged to the Bank hereunder with the same force and effect as the original Underlying Loans set forth on Schedule I hereto. All costs and expenses incurred by the Bank in connection with any such mortgage, pledge, hypothecate, transfer and grant of any new Eligible Underlying Loan or any such removal of any existing Eligible Underlying Loan, including without limitation all filing fees and all reasonable attorney’s fees and disbursements, shall be paid by the Borrower immediately upon demand by the Bank.

Substitute or Additional Collateral. (i) The Borrower shall have the right, from time to time at its election but subject to the terms of this Section 3.2 2.10 and the other provisions of this Agreement, to add one or more Eligible Underlying Loans to the Collateral pledged to the Bank hereunder and/or to remove one or more Eligible Underlying Loans from the Collateral pledged to the Bank hereunder. (ii) In connection with the addition of any new Eligible Underlying Loan to the Collateral pledged to the Bank hereunder: (A) The , the Borrower shall give the Bank at least three (3) Business Days’ prior written notice of the Borrower’s intention to add such new Eligible Underlying Loan to the Collateral, which notice shall be accompanied by such documents, instruments and other materials as shall be reasonably required by the Bank in order to enable the Bank to assess and evaluate the value and adequacy of such new Eligible Underlying Loan, including without limitation an updated Facility A Borrowing Base Certificate or Facility B Borrowing Base Certificate, as applicable. The Bank shall be deemed to have approved such addition if the Bank has not objected to same within three (3) Business Days after the Borrower has provided all of the materials required by this clause (Aa). (B) The Borrower shall mortgage, pledge, hypothecate, transfer and grant to the Bank (or cause one or more Pledgors to mortgage, pledge, hypothecate, transfer and grant to . Upon the Bank) a first position security interest in and lien on ’s approval or deemed approval of each such new Eligible Underlying Loan, the same shall automatically (without the need for any further documentation) constitute part of the Collateral for all purposes under this Agreement. (iii) No Eligible Underlying Loan shall be removed from the Collateral pledged to the Bank hereunder unless all of the following conditions are satisfied: (A) No Default or Event of Default then exists hereunder, and no Default of Event of Default will result from such removal. (B) Immediately after such removal, (i) the aggregate principal amount of all Advances Facility A Revolving Loans outstanding under this Agreement will not exceed the lesser of (1) the Facility A Maximum Facility Amount or (2) the Facility A Borrowing BaseBase (as the Facility A Borrowing Base is reduced as a result of the removal of the applicable Eligible Underlying Loan) and (ii) (i) the aggregate principal amount of all Facility B Revolving Loans outstanding under this Agreement will not exceed the lesser of (1) the Facility B Maximum Facility Amount or (2) the Facility B Borrowing Base (as the Facility B Borrowing Base is reduced as a result of the removal of the applicable Eligible Underlying Loan). (C) The Borrower shall have given the Bank at least three (3) Business Days’ prior written notice of the Borrower’s intention to remove such Eligible Underlying Loan(s), which notice shall be accompanied by a Facility A Borrowing Base Certificate or a Facility B Borrowing Base Certificate, as applicable, effective as of the date of such notice and prepared and calculated as if the Eligible Underlying Loans to be removed had already been removed. The Bank shall be deemed to have approved such removal if the Bank has not objected to same within three (3) Business Days after the Borrower has provided all of the materials required by this clause (C). (b) In addition to the foregoing, if at any time and for whatever reason the aggregate outstanding principal amount of Advances hereunder exceeds the Borrowing Base (such excess being hereinafter referred to as an “Overadvance”) and the Borrower has not immediately paid the Overadvance, together with accrued interest thereon, to the Bank upon demand therefor in accordance with Section 2.8 hereof, then the Borrower shall, within five (5) Business Days, mortgage, pledge, hypothecate, transfer and grant to the Bank (or cause one or more Pledgors to mortgage, pledge, hypothecate, transfer and grant to the Bank) a first position security interest in and lien on one or more additional Eligible Underlying Loans in an aggregate principal amount sufficient to eliminate the Overadvance. At least two (2) Business Days prior to the expiration of such 5-Business-Day period, the Borrower shall deliver to the Bank such documents, instruments and other materials as shall be reasonably required by the Bank in order to enable the Bank to assess and evaluate the value and adequacy of such new Eligible Underlying Loan(s). (c) In connection with any change in the Collateral as contemplated by this Section 3.22.10, the Borrower, at the Borrower’s cost and expense, shall (and shall cause the Pledgors Guarantor to) execute and deliver such documents, instruments and certificates, and take such other actions, as shall be reasonably required by the Bank in order to evidence, effectuate, implement, secure, confirm or perfect any such mortgage, pledge, hypothecate, transfer and grant of any new Eligible Underlying Loan or any such removal of any existing Eligible Underlying Loan, including without limitation the filing of financing statements or amendment statements under the Code. All additional Eligible Underlying Loans mortgaged, pledged, hypothecated, transferred and granted to the Bank after the date hereof shall automatically be and become part of the Collateral pledged to the Bank hereunder with the same force and effect as each and every other Underlying Loan mortgaged, pledged, hypothecated, transferred and granted to the original Underlying Loans set forth Bank on Schedule I heretoor prior to the date hereof. All costs and expenses incurred by the Bank in connection with any such mortgage, pledge, hypothecate, transfer and grant of any new Eligible Underlying Loan or any such removal of any existing Eligible Underlying Loan, including without limitation all filing fees and all reasonable attorney’s fees and disbursements, shall be paid by the Borrower immediately upon demand by the Bank.