Common use of The Variable Funding Notes Clause in Contracts

The Variable Funding Notes. (a) On the terms and conditions hereinafter set forth, the Borrower shall deliver (i) on the Closing Date, to each Lender at the applicable address set forth on Annex A to this Agreement, and (ii) on the effective date of any Joinder Supplement, to each additional Lender, at the address set forth in the applicable Joinder Supplement, a duly executed variable funding note in substantially the form of Exhibit B (each a “Variable Funding Note” or “VFN”), dated as of the date of this Agreement or the effective date of the applicable Joinder Supplement, each in a face amount equal to the applicable Lender’s Commitment as of the Closing Date or the effective date of any Joinder Supplement, as applicable, and otherwise duly completed. Each Variable Funding Note shall evidence obligations in an amount equal, at any time, to the outstanding Advances by such Lender under the applicable VFN on such day. (b) During the Reinvestment Period, the Borrower may, at its option, request the Lenders to make advances of funds (each, an “Advance”) under the VFNs pursuant to a Funding Notice; provided, however, that no more than ten (10) Advances may be made in any one calendar month and no more than three (3) Advances may be made in any one calendar week; and provided, further, that no Lender shall be obligated to make any Advance on or after the date that is three (3) Business Days prior to the Reinvestment Period End Date. (c) Following the receipt of a Funding Notice during the Reinvestment Period and subject to the terms and conditions hereinafter set forth, the Lenders shall fund such Advance. Notwithstanding anything to the contrary herein, no Lender shall make any Advance if, after giving effect to such Advance and the addition to the Collateral of the Eligible Loans to be acquired by the Borrower with the proceeds of such Advance, (i) in the sole discretion of any such Lender, a Default or Event of Default would or could reasonably be expected to result therefrom or (ii) the aggregate Advances Outstanding would exceed the Borrowing Base. (d) The Borrower may, with the written consent of the Administrative Agent, add additional Persons who satisfy the requirements set forth in Section 13.16 as Lenders and increase the Commitments hereunder; provided that the Commitment of any Lender may only be increased with the prior written consent of such Lender and the Administrative Agent. Each additional Lender shall become a party hereto by executing and delivering to the Administrative Agent, the Collateral Agent, the Collateral Manager and the Borrower a Transferee Letter and a Joinder Supplement and a representation letter in the form of Exhibit H.

The Variable Funding Notes. (a) On the terms and conditions hereinafter set forth, the Borrower Borrowers shall deliver (i) on the Closing DateEffective Date to the Administrative Agent, to each Lender at on behalf of the applicable address set forth on Annex A to this AgreementLenders, and (ii) on the effective date of any Joinder Supplement, to each additional Lender, at the address set forth in the applicable Joinder Supplement, a two duly executed variable funding note notes in substantially the form of Exhibit B B-1 (each a the “A-1 Variable Funding Note” or “A-1 VFN”) and Exhibit B-2 (the “A-2 Variable Funding Note” or “A-2 VFN”, and, together with the A-1 Variable Funding Note, the “Variable Funding Notes” or “VFNs”), dated as of the date of this Agreement or the effective date of the applicable Joinder Supplement, each in a face amount equal to the applicable Lender’s Commitment as of the Closing Date or the effective date of any Joinder Supplement, as applicableAgreement, and otherwise duly completed. Each The face amount and maximum principal balance of the A-1 Variable Funding Note shall evidence obligations in an be $25,000,000 and the face amount equal, at any time, and maximum principal balance of the A-2 Variable Funding Note shall equal the difference between the amount of the aggregate Commitments and the maximum principal balance of the A-1 Variable Funding Note (which amount shall be $25,000,000 on the Closing Date). Each Lender’s Commitment shall be allocated ratably to the outstanding Advances by such Lender under A-1 Variable Funding Note and the applicable VFN on such dayA-2 Variable Funding Note in accordance with its Pro Rata Share. (b) During the Reinvestment Revolving Period, the a Borrower may, at its option, request the Lenders to make advances Loans of funds (each, an “Advance”) under the VFNs pursuant to a Funding Notice; provided, however, that no more than ten (10) Advances may be made in any one calendar month and no more than three (3) Advances may be made in any one calendar week; and provided, further, that no Lender shall be obligated to make any Advance on or after the date that is three (3) Business Days prior Request delivered to the Reinvestment Period End Date. (c) Administrative Agent. Following the receipt of a Funding Notice during Request, the Reinvestment Period Administrative Agent shall promptly notify the Lenders of receipt thereof, and subject to the terms and conditions hereinafter set forth, the Lenders shall fund such AdvanceLoan. Notwithstanding anything to the contrary herein, no Lender shall make any Advance if, after giving effect be obligated to such Advance and provide a Borrower with funds in connection with a Loan that would exceed the addition Lender’s unused Commitment then in effect. Notwithstanding anything to the Collateral of the Eligible Loans to be acquired by the Borrower with the proceeds of such Advancecontrary contained herein, (i) in Loans shall be made solely under the sole discretion of A-1 Variable Funding Note, up to the maximum principal balance thereof, before any such LenderLoans shall be made under the A-2 Variable Funding Note, a Default or Event of Default would or could reasonably be expected to result therefrom or and (ii) in the aggregate Advances Outstanding would exceed event of any reduction in the Borrowing Baseoutstanding principal balance of the A-1 Variable Funding Note after such time as such balance has reached the maximum principal balance of the A-1 Variable Funding Note, Loans thereafter shall again be made solely under the A-1 Variable Funding Note, up to the maximum principal balance thereof, before any Loans shall be made under the A-2 Variable Funding Note. (c) The Borrowers may, within 60 days but not less than 30 days prior to the Maturity Date, by written notice to the Administrative Agent, make a request for each Lender to extend the Maturity Date for an additional period of 364 days. The Administrative Agent shall promptly notify each Lender of receipt of such notice. The Administrative Agent and each Lender shall make a determination, in their sole discretion, within 15 days of the date of the applicable Borrower’s request for such extension, as to whether or not it will agree to the applicable extension requested. The failure of the Administrative Agent and each Lender to provide timely notice of its decision to the Borrowers shall be deemed to constitute a refusal by the Administrative Agent and each Lender to extend the applicable date. Each Borrower confirms that the Administrative Agent and each Lender, in their sole and absolute discretion, without regard to the value or performance of the Collateral or any other factor, may elect not to extend the Maturity Date. The Borrowers shall give prompt notice to the Backup Servicer and the Collateral Custodian as to whether or not the Maturity Date has been extended. In the event that the Administrative Agent rejects (or is deemed to reject) a request by the Borrowers under this Section 2.1(c), then the Administrative Agent acknowledges that the right of first refusal set forth in Section 13.18 shall not apply with respect to any facilities proposed to close on or after the Facility Termination Date. (d) The Borrower Borrowers may, with the written consent of the Administrative AgentAgent and the applicable Lender, add additional Persons who satisfy the requirements set forth in Section 13.16 as Lenders and or cause an existing Lender to increase its Commitment in connection with a corresponding increase in the Commitments hereunder; provided that the Commitment of any Lender may only be increased with the prior written consent of such Lender and the Administrative AgentFacility Amount. Each additional Lender shall become a party hereto by executing and delivering to the Administrative Agent, the Collateral Agent, the Collateral Manager Agent and the Borrower a Transferee Letter and Borrowers a Joinder Supplement and a representation letter in the form of Exhibit H.Supplement.

The Variable Funding Notes. (a) On the terms and conditions hereinafter set forth, the Borrower shall deliver (i) on the Closing Date, to each Lender at the applicable address set forth on Annex A to this Agreement, and (ii) on the effective date of any Joinder Supplement, to each additional Lender, at the address set forth in the applicable Joinder Supplement, a duly executed variable funding note in substantially the form of Exhibit B (each a “Variable Funding Note” or “VFN”), dated as of the date of this Agreement or the effective date of the applicable Joinder Supplement, each in a face maximum principal amount equal to the Commitment of the applicable Lender’s Commitment Committed Lender in the Related Group as of the Closing Date or the effective date of any Joinder Supplement, as applicable, and otherwise duly completed. Each Variable Funding Note shall evidence obligations in an amount equal, at any time, to the outstanding Advances by such Lender under the applicable VFN on such day. (b) During the Reinvestment Period, the Borrower may, at its option, request the Lenders to make advances of funds (each, an “Advance”) under the VFNs pursuant to a Funding Notice; provided, however, that no more than ten (10) Advances may be made in any one calendar month and no more than three (3) Advances may be made in any one calendar week; and provided, further, that no Lender shall be obligated to make any Advance on or after the date that is three (3) Business Days prior to the Reinvestment Period End Date. (c) Following the receipt of a Funding Notice during the Reinvestment Period and subject to the terms and conditions hereinafter set forth, each Conduit Lender may, and to the Lenders shall extent any Conduit Lender declines to fund, each Committed Lender in its Related Group shall, severally and not jointly, fund its Pro Rata Share of such Advance. Notwithstanding anything to the contrary herein, no Lender shall make any Advance if, after giving effect to such Advance and the addition to the Collateral of the Eligible Loans to be acquired by the Borrower with the proceeds of such Advance, (i) in the sole discretion of any such Lender, a Default or Event of Default would or could reasonably be expected to result therefrom or (ii) the aggregate Advances Outstanding would exceed the Borrowing Base. (d) The Borrower may, with the written consent of the Administrative Agent, add additional Persons who satisfy the requirements set forth in Section 13.16 as Lenders and increase the Commitments hereunder; provided that the Commitment of any Lender may only be increased with the prior written consent of such Lender and the Administrative Agent. Each additional Lender shall become a party hereto by executing and delivering to the Administrative Agent, the Collateral Agent, the Collateral Manager and the Borrower a Transferee Letter and a Joinder Supplement and a representation letter in the form of Exhibit H.

The Variable Funding Notes. (a) On the terms and conditions hereinafter set forth, the Borrower shall deliver (i) on the Closing Effective Date, to each Lender at the applicable address set forth Administrative Agent, on Annex A to this Agreement, and (ii) on behalf of the effective date of any Joinder Supplement, to each additional Lender, at the address set forth in the applicable Joinder SupplementLenders, a duly executed variable funding note in substantially the form of Exhibit B (each a the “Variable Funding Note” or “VFN”), dated as of the date of this Agreement or the effective date of the applicable Joinder Supplement, each in a face amount equal to the applicable Lender’s Commitment as of the Closing Date or the effective date of any Joinder Supplement, as applicableAgreement, and otherwise duly completed. Each The face amount of the Variable Funding Note shall evidence obligations in an amount equal, at any time, be $150,000,000; the maximum principal balance of the Variable Funding Note shall be the Maximum Facility Amount. Each Committed Lender’s Commitment shall be allocated ratably to the outstanding Advances by such Lender under Variable Funding Note in accordance with its Pro Rata Share. Interest shall accrue, and the applicable VFN on such dayshall be payable, as described herein. (b) During the Reinvestment Revolving Period, the Borrower may, at its option, request the Lenders to make advances of funds (each, an “Advance”) under the VFNs VFN pursuant to a Funding Notice; provided, however, that no more than ten (10) Advances may be made in any one calendar month and no more than three (3) Advances may be made in any one calendar week; and provided, further, that no Lender shall be obligated to make any Advance on or after the date that is three (3) Business Days prior Borrowing Notice delivered to the Reinvestment Period End Date. (c) Administrative Agent. Following the receipt of a Funding Notice during Borrowing Notice, the Reinvestment Period Administrative Agent shall promptly notify the Lenders of receipt thereof, and subject to the terms and conditions hereinafter set forth, during the Revolving Period, the Lenders shall fund such Advance. Notwithstanding anything to the contrary herein, no Committed Lender shall be obligated to provide the Borrower with aggregate funds in connection with an Advance that would exceed such Committed Lender’s unused Commitment then in effect. (c) The Borrower may, within 90 days but not less than 60 days prior to the Facility Termination Date, by written notice to the Administrative Agent, make a request for each Lender to extend the Facility Termination Date for an additional period of 364 days. The Administrative Agent shall promptly notify each Lender of receipt of such notice. The Administrative Agent and each Lender shall make a determination, in their sole discretion, within 30 days of the date of the Borrower’s request for such extension, as to whether or not it will agree to the applicable extension requested. The failure of the Administrative Agent and each Lender to provide timely notice of its decision to the Borrower shall be deemed to constitute a refusal by the Administrative Agent and each Lender to extend the applicable date. The Borrower confirms that the Administrative Agent and each Lender, in their sole and absolute discretion, without regard to the value or performance of the Collateral or any Advance ifother factor, after giving effect may elect not to such Advance extend the Facility Termination Date. The Administrative Agent shall give prompt notice to the Backup Servicer and the addition Trustee as to whether or not the Collateral of the Eligible Loans to be acquired by the Borrower with the proceeds of such Advance, (i) in the sole discretion of any such Lender, a Default or Event of Default would or could reasonably be expected to result therefrom or (ii) the aggregate Advances Outstanding would exceed the Borrowing BaseFacility Termination Date has been extended. (d) The Borrower may, with the written consent of the Administrative AgentAgent and the applicable Lender, add additional Persons who satisfy as Lenders or cause an existing Committed Lender to increase its Commitment in connection with a corresponding increase in the requirements Maximum Facility Amount (subject to the limitations set forth in Section 13.16 as Lenders and increase the Commitments hereunderdefinition of Maximum Facility Amount); provided that if the Commitment addition of any Lender or the increase of any Committed Lender’s Commitment hereunder would cause the aggregate Commitments of the Committed Lenders to exceed the Maximum Facility Amount, such addition or increase may only be increased effected upon 90 days written notice and with the prior written consent of such Lender and the Administrative AgentAgent and each Lender (such consent in their sole discretion). Each additional Lender shall become a party hereto by executing and delivering to the Administrative Agent, the Collateral Agent, the Collateral Manager Agent and the Borrower a Transferee Letter and a Joinder Supplement and a representation letter in the form of Exhibit H.Supplement.

The Variable Funding Notes. (a) On the terms and conditions hereinafter set forth, the Borrower shall deliver (i) on the Closing Effective Date, to each Lender at the applicable address set forth Administrative Agent, on Annex A to this Agreement, and (ii) on behalf of the effective date of any Joinder Supplement, to each additional Lender, at the address set forth in the applicable Joinder SupplementLenders, a duly executed variable funding note in substantially the form of Exhibit B (each a the “Variable Funding Note” or “VFN”), dated as of the date of this Agreement or the effective date of the applicable Joinder Supplement, each in a face amount equal to the applicable Lender’s Commitment as of the Closing Date or the effective date of any Joinder Supplement, as applicableAgreement, and otherwise duly completed. Each The face amount and maximum principal balance of the Variable Funding Note shall evidence obligations in an amount equal, at any time, be $225,000,000. Each Lender’s Commitment shall be allocated ratably to the outstanding Advances by such Lender under Variable Funding Note in accordance with its Pro Rata Share. Interest shall accrue, and the applicable VFN on such dayshall be payable, as described herein. (b) During the Reinvestment Revolving Period, the Borrower may, at its option, request the Lenders to make advances of funds (each, an “Advance”) under the VFNs VFN pursuant to a Funding Notice; provided, however, that no more than ten (10) Advances may be made in any one calendar month and no more than three (3) Advances may be made in any one calendar week; and provided, further, that no Lender shall be obligated to make any Advance on or after the date that is three (3) Business Days prior Borrowing Notice delivered to the Reinvestment Period End Date. (c) Administrative Agent. Following the receipt of a Funding Notice during Borrowing Notice, the Reinvestment Period Administrative Agent shall promptly notify the Lenders of receipt thereof, and subject to the terms and conditions hereinafter set forth, during the Revolving Period, the Lenders shall fund such Advance. Notwithstanding anything to the contrary herein, no Lender shall make any Advance if, after giving effect be obligated to such Advance and the addition to the Collateral of the Eligible Loans to be acquired by provide the Borrower with the proceeds of such Advance, (i) aggregate funds in the sole discretion of any such Lender, a Default or Event of Default would or could reasonably be expected to result therefrom or (ii) the aggregate Advances Outstanding connection with an Advance that would exceed the Borrowing BaseLender’s unused Commitment then in effect. (c) The Borrower may, within 90 days but not less than 60 days prior to the Facility Termination Date, by written notice to the Administrative Agent, make a request for each Lender to extend the Facility Termination Date for an additional period of 364 days. The Administrative Agent shall promptly notify each Lender of receipt of such notice. The Administrative Agent and each Lender shall make a determination, in their sole discretion, within 30 days of the date of the Borrower’s request for such extension, as to whether or not it will agree to the applicable extension requested. The failure of the Administrative Agent and each Lender to provide timely notice of its decision to the Borrower shall be deemed to constitute a refusal by the Administrative Agent and each Lender to extend the applicable date. The Borrower confirms that the Administrative Agent and each Lender, in their sole and absolute discretion, without regard to the value or performance of the Collateral or any other factor, may elect not to extend the Facility Termination Date. The Administrative Agent shall give prompt notice to the Backup Servicer and the Trustee as to whether or not the Facility Termination Date has been extended. (d) The Borrower may, with the written consent of the Administrative AgentAgent and the applicable Lender, add additional Persons who satisfy as Lenders or cause an existing Lender to increase its Commitment in connection with a corresponding increase in the requirements Maximum Facility Amount (subject to the limitations set forth in Section 13.16 as Lenders and increase the Commitments hereunderdefinition of Maximum Facility Amount); provided that if the Commitment addition of any Lender or the increase of any Lender’s Commitment hereunder would cause the aggregate Commitments of the Lenders to exceed $225,000,000, such addition or increase may only be increased effected upon 90 days written notice and with the prior written consent of such Lender and the Administrative AgentAgent and each Lender (such consent in their sole discretion). Each additional Lender shall become a party hereto by executing and delivering to the Administrative Agent, the Collateral Agent, the Collateral Manager Agent and the Borrower a Transferee Letter and a Joinder Supplement and a representation letter in the form of Exhibit H.Supplement.

The Variable Funding Notes. (a) On the terms and conditions hereinafter set forth, the Borrower shall deliver (i) on the Closing Date, to each Lender at the applicable address set forth on Annex A to this Agreement, and (ii) on the effective date of any Joinder Supplement, to each additional Lender, at the address set forth in the applicable Joinder Supplement, a duly executed variable funding note in substantially the form of Exhibit B B, (each a “Variable Funding Note” or “VFN”), dated as of the date of this Agreement or the effective date of the applicable Joinder SupplementAgreement, each in a face amount equal to the applicable Lender’s Commitment as of the Closing Date or the effective date of any Joinder Supplement, as applicable, and otherwise duly completed. Each Variable Funding Note evidences, and at all times on and after the date hereof shall evidence obligations in an amount equalcontinue to evidence, at any timeeach Lender’s ratable share of the Advances Outstanding hereunder. Interest shall accrue on each VFN, to the outstanding Advances by such Lender under the applicable and each VFN on such dayshall be payable, as described herein. (b) During the Reinvestment Revolving Period, the Borrower may, at its option, (i) request the Lenders to make advances of funds with respect to Eligible Loans that are not included in the Collateral on the date of such request (each, a “New Loan Advance”) and (ii) request the Lenders to make advances of funds to fund any advance request made (x) by an Obligor of an Eligible Loan included in the Collateral on the date of such request or a Paid-Down Loan and (y) pursuant to the same facility or line of credit as such Eligible Loan included in the Collateral on the date of such request (each, an “Existing Loan Advance,” and, referred to collectively with any New Loan Advances, “Advances”) under the VFNs pursuant to a Funding Notice; providedRequest, howeverin an aggregate amount up to the Availability, that no more than ten (10) Advances may be made in any one calendar month as of the proposed Funding Date of the Advance. During the Amortization Period and no more than three (3) Advances may be made in any one calendar week; and provided, further, that no Lender shall be obligated to make any Advance on or after the date that is three (3) Business Days prior to (i) a Termination Date being declared pursuant to Section 8.2(a) or (ii) the Reinvestment Period End Facility Termination Date. , the Borrower may, at its option, request an Existing Loan Advance, in an aggregate amount up to the Availability (c) other than as set forth in Section 2.3(e)), as of the proposed Funding Date of the Existing Loan Advance. Following the receipt of a Funding Notice during the Reinvestment Period and Request, subject to the terms and conditions hereinafter herein set forth, (i) during the Revolving Period, the Lenders shall fund such Advance and (ii) during the Amortization Period, the Lenders shall fund such Existing Loan Advance. Notwithstanding anything to the contrary herein, other than as set forth in Section 2.3(e), no Lender shall make any Advance if, after giving effect be obligated to such Advance and the addition to the Collateral of the Eligible Loans to be acquired by provide the Borrower with aggregate funds in connection with an Advance that would exceed the proceeds least of such Advance, (i) in the sole discretion of any such Lender, a Default or Event of Default would or could reasonably be expected to result therefrom or ’s unused Commitment then in effect (ii) the aggregate unused Commitments then in effect and (iii) the Availability on the proposed Funding Date of such Advance. (c) The Commitments with respect to New Loan Advances Outstanding would exceed under this facility shall automatically extend for a period of one year unless the Borrowing BaseAdministrative Agent provides written notice to the Borrower and the Servicer at least thirty (30) days prior to any Anniversary Date of its intent not to renew the Commitments with respect to New Loan Advances under this facility (such notice, a “Non-Renewal Notice”). With respect to any extension pursuant to the preceding sentence, the Facility Termination Date shall be the date that is six years following the Anniversary Date with respect to which a Non-Renewal Notice was not delivered. In the event the Administrative Agent so delivers such Non-Renewal Notice, the Termination Date will be deemed to have occurred on the Non-Renewal Anniversary Date and the Facility Termination Date shall be the date that is five years following the Anniversary Date with respect to which such Non-Renewal Notice was delivered; provided that if such Non-Renewal Notice is delivered more than thirty (30) days prior to the Non-Renewal Anniversary Date, the Administrative Agent may, at its option, designate in such Non-Renewal Notice that no New Loan Advances will be funded after the date which is thirty (30) days prior to the Non-Renewal Anniversary Date. Notwithstanding anything to the contrary contained herein, the Commitments with respect to Existing Loan Advances shall extend until the earlier of the declaration of the Termination Date pursuant to Section 8.2(a) or the Facility Termination Date. (d) The Borrower may, with the written consent of the Administrative Agent, add additional Persons who satisfy the requirements set forth Each Advance may bear interest at an Interest Rate calculated in Section 13.16 as Lenders and increase the Commitments hereunder; provided that the Commitment of any Lender may only be increased with the prior written consent of such Lender and the Administrative Agent. Each additional Lender shall become a party hereto by executing and delivering relation to the Administrative AgentLIBOR Rate, or at an Interest Rate calculated in relation to the Collateral AgentPrime Rate, the Collateral Manager and as the Borrower a Transferee Letter and a Joinder Supplement and a representation letter in the form of Exhibit H.may request.

The Variable Funding Notes. (a) On the terms and conditions hereinafter set forth, the Borrower shall deliver (i) on the Closing Date, to each Lender at the applicable address set forth on Annex A to this Agreement, and (ii) on the effective date of any Joinder Supplement, to each additional Lender, at the address set forth in the applicable Joinder Supplement, a duly executed variable funding note in substantially the form of Exhibit B (each a “Variable Funding Note” or “VFN”), dated as of the date of this Agreement or the effective date of the applicable Joinder Supplement, each in a face maximum principal amount equal to the Commitment of the applicable Lender’s Commitment Committed Lender in the Related Group as of the Closing Date or the effective date of any Joinder Supplement, as applicable, and otherwise duly completed. Each Variable Funding Note shall evidence obligations in an amount equal, at any time, to the outstanding Advances by such Lender under the applicable VFN on such day. (b) During the Reinvestment Period, the Borrower may, at its option, request the Lenders to make advances of funds (each, an “Advance”) under the VFNs pursuant to a Funding Notice; provided, however, that no more than ten (10) Advances may be made in any one calendar month and no more than three (3) Advances may be made in any one calendar week; and provided, further, that no Lender shall be obligated to make any Advance on or after the date that is three (3) Business Days prior to the Reinvestment Period End Date. (c) Following the receipt of a Funding Notice during the Reinvestment Period and subject to the terms and conditions hereinafter set forth, each Conduit Lender may, and to the Lenders shall extent any Conduit Lender declines to fund, each Committed Lender in its Related Group shall, severally and not jointly, fund its Pro Rata Share of such Advance. Notwithstanding anything to the contrary herein, no Lender shall make any Advance if, after giving effect to such Advance and the addition to the Collateral of the Eligible Loans to be acquired by the Borrower with the proceeds of such Advance, (i) in the sole discretion of any such Lender, a Default or Event of Default would or could reasonably be expected to result therefrom or (ii) the aggregate Advances Outstanding would exceed the Borrowing Base. (i) If the Administrative Agent notifies a Lender, Collateral Agent, Secured Party or other recipient that the Administrative Agent has determined in its sole discretion that any funds received by such recipient from the Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such recipient (whether or not known to such recipient) (any such funds whether as a payment, prepayment or repayment of principal, interest, fees or other amounts; a distribution or otherwise; individually and collectively, a “Payment” and any such recipient, an “Unintended Recipient”) and demands the return of such Payment (or a portion thereof), such Unintended Recipient shall promptly, but in no event later than one (1) Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made, in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Unintended Recipient to the date such amount is repaid to the Administrative Agent in same day funds at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. (ii) To the extent permitted by applicable law, each party hereto and each Secured Party shall not assert any right or claim to the Payment, and hereby waives, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine. (iii) A notice of the Administrative Agent to any Unintended Recipient under this clause (d) shall be conclusive, absent manifest error. (e) If an Unintended Recipient receives a Payment from the Administrative Agent (or any of its Affiliates): (i) that is in a different amount than, or on a different date from, that specified in a notice of payment or calculation statement sent by the Administrative Agent (or any of its Affiliates) with respect to such Payment (a “Payment Notice”), (ii) that was not preceded or accompanied by a Payment Notice, or (iii) that such Unintended Recipient otherwise becomes aware was transmitted, or received, in error or mistake (in whole or in part) or such Payment is otherwise inconsistent with such recipient’s or market expectations, in each case, an error shall be presumed to have been made with respect to such Payment absent written confirmation from the Administrative Agent to the contrary. Upon demand from the Administrative Agent, such Unintended Recipient shall promptly, but in no event later than one (1) Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made. (f) The Borrower and each other party hereby agrees that the receipt by Unintended Recipient of a Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed to such Unintended Recipient by the Borrower or any other party. (g) The Borrower may, with the written consent of the Administrative Agent, add additional Persons who satisfy the requirements set forth in Section 13.16 as Lenders and increase the Commitments hereunder; provided that the Commitment of any Lender may only be increased with the prior written consent of such Lender and Lexxxx xnd the Administrative Agent. Each additional Lender shall become a party hereto by executing and delivering to the Administrative Agent, the Collateral Agent, the Collateral Manager and the Borrower a Transferee Letter and a Joinder Supplement and a representation letter in the form of Exhibit H.

The Variable Funding Notes. (a) The Borrower hereby agrees (i) to assume all of the duties, obligations and liabilities of, and all claims against, the Borrower and the Merging Borrower under the Existing Loan and Security Agreements as if the Borrower were the original borrower under each of the Existing Loan and Security Agreements, and (ii) that such duties, obligations and liabilities of, and all claims against, the Borrower and the Merging Borrower shall survive the amendment and restatement of the Existing Loan and Security Agreements contemplated hereby. (b) On the terms and conditions hereinafter set forth, the Borrower shall deliver (i) on the Closing A&R Effective Date, to each Lender at the applicable address set forth on Annex A to this Agreement, and (ii) on the effective date of any Joinder Supplement, to each additional Lender, at the address set forth in the applicable Joinder Supplement, a duly executed variable funding note in substantially the form of Exhibit B (each a “Variable Funding Note” or “VFN”), dated as of the date of this Agreement or the effective date of the applicable Joinder SupplementAgreement, each in a face amount equal to the applicable Lender’s Commitment as of the Closing A&R Effective Date or the effective date of any Joinder Supplement, as applicable, and otherwise duly completed. Each Variable Funding Note shall evidence obligations in an amount equal, at any time, to the outstanding Advances by such Lender under the applicable VFN on such day. (bc) During the Reinvestment Revolving Period, the Borrower may, at its option, request the Lenders to make advances of funds (each, an “Advance”) under the VFNs pursuant to a Funding Notice, in an aggregate amount up to the Availability as of the proposed Funding Date of the Advance; provided, however, that no more than ten (10) Advances may be made in any one calendar month and no more than three (3) Advances may be made in any one calendar week; and provided, further, that no Lender shall be obligated to make any Advance on or after the date that is three two (32) Business Days prior to the Reinvestment earlier to occur of the Revolving Period End Date or the Termination Date. (c) . Following the receipt of a Funding Notice during the Reinvestment Period and Revolving Period, subject to the terms and conditions hereinafter set forth, the Lenders shall fund such Advance. Notwithstanding anything to the contrary herein, no Lender shall make any Advance if, after giving effect to such Advance and the addition to the Collateral of the Eligible Loans to be acquired by the Borrower with the proceeds of such Advance, (i) in the sole discretion of any such Lender, a Default or Event of Default would or could reasonably be expected to result therefrom or (ii) the aggregate Advances Outstanding would exceed the Borrowing Base. (d) The Borrower may, with the written consent of the Administrative Agent, add additional Persons who satisfy the requirements set forth in Section 13.16 as Lenders and increase the Commitments hereunder; provided that that, the Commitment of any Lender may only be increased with the prior written consent of such Lender and the Administrative Agent. Each additional Lender shall become a party hereto by executing and delivering to the Administrative Agent, the Collateral Agent, the Collateral Manager Agent and the Borrower a Transferee Letter and a Joinder Supplement and a representation letter in the form of Exhibit H.I.

The Variable Funding Notes. (a) On the terms and conditions hereinafter set forth, the Borrower shall deliver (i) on the Closing Date, to each Lender at the applicable address set forth on Annex A to this Agreement, and (ii) on the effective date of any Joinder Supplement, to each additional Lender, at the address set forth in the applicable Joinder Supplement, a duly executed variable funding note in substantially the form of Exhibit B (each a ““ Variable Funding NoteNote ” or “VFN“ VFN ”), dated as of the date of this Agreement or the effective date of the applicable Joinder Supplement, each in a face maximum principal amount equal to the Commitment of the applicable Lender’s Commitment Committed Lender in the Related Group as of the Closing Date or the effective date of any Joinder Supplement, as applicable, and otherwise duly completed. Each Variable Funding Note shall evidence obligations in an amount equal, at any time, to the outstanding Advances by such Lender under the applicable VFN on such day. (b) During the Reinvestment Period, the Borrower may, at its option, request the Lenders to make advances of funds (each, an “Advance“ Advance ”) under the VFNs pursuant to a Funding Notice; providedprovided , howeverhowever , that no more than ten (10) Advances may be made in any one calendar month and no more than three (3) Advances may be made in any one calendar week; and providedprovided , furtherfurther , that no Lender shall be obligated to make any Advance on or after the date that is three (3) Business Days prior to the Reinvestment Period End Date. (c) Following the receipt of a Funding Notice during the Reinvestment Period and subject to the terms and conditions hereinafter set forth, each Conduit Lender may, and to the Lenders shall extent any Conduit Lender declines to fund, each Committed Lender in its Related Group shall, severally and not jointly, fund its Pro Rata Share of such Advance. Notwithstanding anything to the contrary herein, no Lender shall make any Advance if, after giving effect to such Advance and the addition to the Collateral of the Eligible Loans to be acquired by the Borrower with the proceeds of such Advance, (i) in the sole discretion of any such Lender, a Default or Event of Default would or could reasonably be expected to result therefrom or (ii) the aggregate Advances Outstanding would exceed the Borrowing Base. (d) The Borrower may, with the written consent of the Administrative Agent, add additional Persons who satisfy the requirements set forth in Section 13.16 as Lenders and increase the Commitments hereunder; provided that the Commitment of any Lender may only be increased with the prior written consent of such Lender Xxxxxx and the Administrative Agent. Each additional Lender shall become a party hereto by executing and delivering to the Administrative Agent, the Collateral Agent, the Collateral Manager and the Borrower a Transferee Letter and a Joinder Supplement and a representation letter in the form of Exhibit H.H .

The Variable Funding Notes. (a) On the terms and conditions hereinafter set forth, the Borrower shall deliver (i) on the Closing Date, to each Lender at the applicable address set forth on Annex A to this Agreement, and (ii) on the effective date of any Joinder Supplement, to each additional Lender, at the address set forth in the applicable Joinder Supplement, a duly executed variable funding note in substantially the form of Exhibit B (each a “Variable Funding Note” or “VFN”), dated as of the date of this Agreement or the effective date of the applicable Joinder SupplementAgreement, each in a face amount equal to the applicable Lender’s Commitment as of the Closing Date or the effective date of any Joinder Supplement, as applicable, and otherwise duly completed. Each Variable Funding Note shall evidence obligations in an amount equal, at any time, to the outstanding Advances by such Lender under the applicable VFN on such day. (b) During the Reinvestment Revolving Period, the Borrower may, at its option, request the Lenders to make advances of funds (each, an “Advance”) under the VFNs pursuant to a Funding Notice, in an aggregate amount up to the Availability as of the proposed Funding Date of the Advance; provided, however, that no more than ten (10) Advances may be made in any one calendar month and no more than three (3) Advances may be made in any one calendar week; and provided, further, that no Lender shall be obligated to make any Advance on or after the date that is three two (32) Business Days prior to the Reinvestment earlier to occur of the Revolving Period End Date or the Termination Date. (c) . Following the receipt of a Funding Notice during the Reinvestment Period and Notice, subject to the terms and conditions hereinafter set forth, during the Revolving Period, the Lenders shall fund such Advance. Notwithstanding anything to the contrary herein, no Lender shall make any Advance if, after giving effect be obligated to such Advance and the addition to the Collateral of the Eligible Loans to be acquired by provide the Borrower with aggregate funds in connection with an Advance that would exceed the proceeds least of such Advance, (i) in the sole discretion of any such Lender’s unused Commitment then in effect, a Default or Event of Default would or could reasonably be expected to result therefrom or (ii) the aggregate Advances Outstanding would exceed unused Commitments then in effect and (iii) the Borrowing BaseAvailability on the proposed Funding Date of such Advance. (dc) The Borrower may, with the written consent of the Administrative Agent, add additional Persons who satisfy the requirements set forth in Section 13.16 as Lenders and increase the Commitments hereunder; provided that the Commitment of any Lender may only be increased with the prior written consent of such Lender and the Administrative Agent. Each additional Lender shall become a party hereto by executing and delivering to the Administrative Agent, the Collateral Agent, the Collateral Manager Agent and the Borrower a Transferee Letter and a Joinder Supplement and a representation letter in the form of Exhibit H.I.

The Variable Funding Notes. (a) On the terms and conditions hereinafter set forth, the Borrower shall deliver (i) on the Closing Date, to each Lender Agent at the applicable address set forth on Annex A to this Agreement, and (ii) on the effective date of any Joinder Supplement, to each additional LenderLender Agent, at the address set forth in the applicable Joinder Supplement, a duly executed variable funding note Variable Funding Note in substantially the form of Exhibit B B-1 (each a “Variable Funding Note” or “VFN”), dated as of the date of this Agreement or the effective date of the applicable Joinder SupplementAgreement, each in a face amount equal to the applicable Lender’s Commitment as of the Closing Date or the effective date of any Joinder Supplement, as applicable, and otherwise duly completed. Each Variable Funding Note Interest shall evidence obligations in an amount equalaccrue, at any timeand each VFN shall be payable, to the outstanding Advances by such Lender under the applicable VFN on such dayas described herein. (b) During the Reinvestment Revolving Period, the Borrower may, at its option, request the Lenders to make advances of funds (each, an “Advance”) under the VFNs pursuant to a Funding Notice; provided, however, that no more than ten (10) Advances may be made Borrowing Notice in any one calendar month and no more than three (3) Advances may be made in any one calendar week; and provided, further, that no Lender shall be obligated to make any Advance on or after the date that is three (3) Business Days prior to the Reinvestment Period End Date. (c) form of Exhibit A-1. Following the receipt of a Funding Notice during the Reinvestment Period and such Borrowing Notice, subject to the terms and conditions hereinafter set forth, the Lenders shall fund such Advance in an amount equal to their Pro Rata Share of such requested Advance. Notwithstanding anything to the contrary herein, no Lender shall make any Advance if, after giving effect be obligated to such Advance and the addition to the Collateral of the Eligible Loans to be acquired by provide the Borrower with aggregate funds in connection with an Advance that would exceed the proceeds least of such Advance, (i) in the sole discretion of any such Lender’s unused Commitment then in effect, a Default or Event of Default would or could reasonably be expected to result therefrom or (ii) the aggregate Advances Outstanding would exceed unused Commitments then in effect and (iii) the Borrowing BaseAvailability on the proposed Funding Date of such Advance. (dc) The Borrower may, with the written consent of the Administrative AgentAgent (which consent shall not be unreasonably withheld or delayed), add additional Persons who satisfy the requirements set forth in Section 13.16 as Lenders and or cause an existing Lender to increase its Commitment in connection with a corresponding increase in the Commitments hereunderFacility Amount; provided that the Commitment of any Lender may only be increased with the prior written consent of such Lender and the Administrative Agent. Each additional Lender shall become a party hereto by executing and delivering to the Administrative Agent, the Collateral Agent, the Collateral Manager and the Borrower a Transferee Letter and a Joinder Supplement and a representation letter in the form of Exhibit H.Administrative

The Variable Funding Notes. (a) On the terms and conditions hereinafter set forth, the Borrower shall deliver (i) on the Closing A&R Effective Date, to each Lender so requesting at the applicable address set forth on Annex A to this Agreement, and (ii) on the effective date of any Joinder Supplement, to each additional LenderLender so requesting, at the address set forth in the applicable Joinder Supplement, a duly executed variable funding note in substantially the form of Exhibit B (each a “Variable Funding Note” or “VFN”), dated as of the date of this Agreement or the effective date of the applicable Joinder Supplement, each in a face amount equal to the applicable Lender’s Commitment as of the Closing A&R Effective Date or the effective date of any Joinder Supplement, as applicable, and otherwise duly completed. Each Variable Funding Note shall evidence obligations in an amount equal, at any time, to the outstanding Advances by such Lender under the applicable VFN on such day. (b) During the Reinvestment Period, the Borrower may, at its option, request the Lenders to make advances of funds (each, an “Advance”) under the VFNs this Agreement pursuant to a Funding Notice; provided, however, that no more than ten (10) Advances may be made in any one calendar month and no more than three (3) Advances may be made in any one calendar week; and provided, further, that no Lender shall be obligated to make any Advance on or after the date that is three two (32) Business Days prior to the Reinvestment Period End Date. (c) Following , unless the receipt Borrower has entered into a binding commitment to purchase an Eligible Loan prior to the declaration of a Funding Notice during the Termination Date or the Reinvestment Period and subject End Date pursuant to the terms and conditions hereinafter set forth, the Lenders shall fund such Advance. Notwithstanding anything to the contrary herein, no Lender shall make any Advance if, after giving effect to such Advance and the addition to the Collateral of the Eligible Loans to be acquired by the Borrower with the proceeds of such Advance, (i) in the sole discretion of any such Lender, a Default or Event of Default would or could reasonably be expected to result therefrom or (ii) the aggregate Advances Outstanding would exceed the Borrowing Base. (d) The Borrower may, with the written consent of the Administrative Agent, add additional Persons who satisfy the requirements set forth in Section 13.16 as Lenders and increase the Commitments hereunder; provided that the Commitment of any Lender may only be increased with the prior written consent of such Lender and the Administrative Agent. Each additional Lender shall become a party hereto by executing and delivering to the Administrative Agent, the Collateral Agent, the Collateral Manager and the Borrower a Transferee Letter and a Joinder Supplement and a representation letter in the form of Exhibit H.-44- USActive 57310676.6USActive 60324964.3

The Variable Funding Notes. (a) On the terms and conditions hereinafter set forth, on the Closing Date, the Borrower shall deliver (i) (A) to Fairway on the Closing DateDate and (B) to BB&T on the date hereof, to in each Lender case at the applicable address set forth on Annex A to this Agreement, and (ii) on the effective date of any Joinder SupplementAssignment and Acceptance, to each successor Lender or additional Lender, as applicable, at the address set forth in the applicable Joinder SupplementAssignment and Acceptance, a duly executed variable funding note (each, a “Variable Funding Note”), in substantially the form of Exhibit B (each a “Variable Funding Note” or “VFN”)B, dated as of the date of this Agreement or the effective date of the applicable Joinder SupplementAgreement, each in a face amount equal to the applicable Lender’s Commitment as of the Closing Date or the effective date of any Joinder SupplementAssignment and Acceptance, as applicable, and otherwise duly completed. Each Variable Funding Note evidences, and at all times on and after the date hereof shall evidence obligations continue to evidence, each Lender’s ratable share of the security interest in the Collateral granted pursuant to Section 8.1 in an amount equal, at any time, to the percentage equivalent of a fraction, (x) the numerator of which is the outstanding Advances by such Lender under the applicable VFN Variable Funding Note on such day and (y) the denominator of which is the Advances Outstanding on such day. Interest shall accrue, and each Variable Funding Note shall be payable, as described herein. (b) During the Reinvestment Revolving Period, the Borrower may, at its option, request the Lenders to make advances of funds (each, an “Advance”) under the VFNs pursuant Variable Funding Notes, each such Funding Request to a Funding Notice; providedbe substantially in the form of Exhibit A-1 hereto, however, that no more than ten (10) Advances may be made in any one calendar month and no more than three (3) Advances may be made in any one calendar week; and provided, further, that no Lender shall be obligated to make any Advance on or after the date that is three (3) Business Days prior an aggregate amount up to the Reinvestment Period End Date. (c) Availability as of the proposed Funding Date of the Advance. Following the receipt of a Funding Notice during the Reinvestment Period and Request, subject to the terms and conditions hereinafter set forth, during the Lenders Revolving Period, each Lender shall fund its Pro Rata Share of such Advance. Notwithstanding anything to the contrary contained herein, no Lender shall make any Advance if, after giving effect be obligated to such Advance and the addition to the Collateral of the Eligible Loans to be acquired by provide the Borrower with aggregate funds in connection with an Advance that would exceed the proceeds least of such Advance, (i) in the sole discretion of any such Lender’s unused Commitment then in effect, a Default or Event of Default would or could reasonably be expected to result therefrom or (ii) the aggregate Advances Outstanding would exceed unused Commitments then in effect or (iii) the Borrowing BaseAvailability, in each case on the proposed Funding Date of such Advance. (c) The Borrower may, within 75 days but not less than 60 days prior to (x) the date on which any Liquidity Purchase Agreement terminates, in the case of an extension of such Liquidity Purchase Agreement or (y) the Termination Date then in effect pursuant to clause (c) of the definition thereof, in the case of an extension of the Termination Date, request by written notice to the Agent that (i) each applicable Liquidity Bank extend the term of its related Liquidity Purchase Agreement for an additional period of 364 days and (ii) each Lender extend the Termination Date then in effect pursuant to clause (c) of the definition thereof for an additional period of 364 days. The Agent will give prompt notice to each applicable Liquidity Bank and each applicable Lender of its receipt of such request, and each such Liquidity Bank and Lender shall make a determination, each in its respective sole discretion, not less than 30 days prior to the expiration of the Liquidity Purchase Agreement, the date set forth in clause (c) of the definition of Termination Date or the Commitment Termination Date, as applicable, as to whether or not it will agree to the extension requested, and shall notify the Agent thereof. The failure of the Agent to provide timely notice of any Liquidity Bank’s or Lender’s decision to the Borrower shall be deemed to constitute a refusal by such Liquidity Bank or Lender to extend the Commitment Termination Date, the date set forth in clause (c) of the definition of Termination Date or the term of the applicable Liquidity Purchase Agreement, respectively. Any Lender which fails to extend the term of its Liquidity Purchase Agreement or the date set forth in clause (c) of the definition of Termination Date, as applicable, shall be a Non-Extending Lender subject to Section 2.1(d). The Borrower confirms that each Liquidity Bank and the Lenders, in their sole and absolute discretion, without regard to the value or performance of the Collateral or any other factor, may elect not to extend the term of any Liquidity Purchase Agreement, the date set forth in clause (c) of the definition of Termination Date or the Commitment Termination Date, as applicable. (d) The Borrower mayIf, with during the written consent Revolving Period, a Conduit Lender that funds the Advances to be made hereunder through the issuance of Commercial Paper Notes under a 364-day facility does not extend such facility or an Institutional Lender does not extend the Administrative Agent, add additional Persons who satisfy the requirements date set forth in clause (c) of the definition of Termination Date (such Lender, a “Non-Extending Lender”), the Borrower shall have the right to replace such Non-Extending Lender with a new Lender by causing the Non-Extending Lender, at any time prior to the next succeeding Payment Date, to assign its Variable Funding Note to such new Lender in accordance with Section 13.16 as Lenders and increase 12.17. Upon the Commitments hereunder; provided that effective date of such assignment, the Commitment of any each Non-Extending Lender may only be increased with the prior written consent of such Lender shall immediately terminate, and the Administrative Agent. Each additional Non-Extending Lender shall become a party hereto by executing and delivering surrender its Variable Funding Note to the Administrative AgentRegistrar. If a Non-Extending Lender is not replaced prior to the next succeeding Payment Date, the Collateral AgentBorrower shall, on such Payment Date, repay the Collateral Manager and Advances outstanding to such Non-Extending Lender in accordance with Section 2.8. The Borrower’s right to replace a Non-Extending Lender shall be exercisable by the Borrower a Transferee Letter before and a Joinder Supplement and a representation letter in after the form of Exhibit H.Termination Date for such Non-Extending Lender.

The Variable Funding Notes. (a) On the terms and conditions hereinafter set forth, the Borrower shall deliver (i) on the Closing A&R Effective Date, to each Lender so requesting at the applicable address set forth on Annex A to this Agreement, and (ii) on the effective date of any Joinder Supplement, to each additional LenderLender so requesting, at the address set forth in the applicable Joinder Supplement, a duly executed variable funding note in substantially the form of Exhibit B (each a “Variable Funding Note” or “VFN”), dated as of the date of this Agreement or the effective date of the applicable Joinder Supplement, each in a face amount equal to the applicable Lender’s Commitment as of the Closing A&R Effective Date or the effective date of any Joinder Supplement, as applicable, and otherwise duly completed. Each Variable Funding Note shall evidence obligations in an amount equal, at any time, to the outstanding Advances by such Lender under the applicable VFN on such day. (b) During the Reinvestment Period, the Borrower may, at its option, request the Lenders to make advances of funds (each, an “Advance”) under the VFNs this Agreement pursuant to a Funding Notice; provided, however, that no more than ten (10) Advances may be made in any one calendar month and no more than three (3) Advances may be made in any one calendar week; and provided, further, that no Lender shall be obligated to make any Advance on or after the date that is three two (32) Business Days prior to the Reinvestment Period End Date, unless the Borrower has entered into a binding commitment to purchase an Eligible Loan prior to the declaration of the Termination Date or the Reinvestment Period End Date pursuant to Section 9.2(a) and the related Advance Date is not more than thirty (30) days after such declaration. (c) Following the receipt of a Funding Notice during the Reinvestment Period and subject to the terms and conditions hereinafter set forth, the Lenders shall fund such Advance. Notwithstanding anything to the contrary herein, no Lender shall be obligated to make any Advance if, after giving effect to such Advance and the addition to the Collateral of the Eligible Loans to be acquired by the Borrower with the proceeds of such Advance, (i) in the sole discretion of any such Lender, a Default or Event of Default would or could reasonably be expected to result therefrom or (ii) the aggregate Advances Outstanding would exceed the Borrowing Base. (d) The Borrower may, with the written consent of the Administrative Agent, add additional Persons who satisfy the requirements set forth in Section 13.16 12.16 as Lenders and increase the Commitments hereunder; provided that the Commitment of any Lender may only be increased with the prior written consent of such Lender and the Administrative Agent. Each additional Lender shall become a party hereto by executing and delivering to the Administrative Agent, the Collateral Agent, the Collateral Manager and the Borrower a Transferee Letter and a Joinder Supplement and a representation letter in the form of Exhibit H.Supplement.